Terms of Service

5.1 Plans. The Service is offered under various Subscription Plans, including a free trial and paid tiers. Each Plan specifies the features, document limits, user limits, and pricing applicable to your use of the Service. Plan details are available on our pricing page.

5.2 Free Trial. New Accounts may be eligible for a free trial period. During the trial, you may use the Service subject to the trial plan's document and feature limits. At the end of the trial, you must select a paid Subscription Plan to continue using the Service. We reserve the right to modify or discontinue the free trial at any time.

5.3 Billing Cycle. Paid subscriptions are billed in advance on a monthly or yearly basis, depending on the billing cycle you select. Yearly billing includes a discount as displayed on the pricing page.

5.4 Payment Processing. Payments are processed securely through Flutterwave, our third-party payment processor. By subscribing to a paid Plan, you authorize us to charge the applicable fees to your selected payment method. You are responsible for ensuring your payment information is accurate and up to date.

5.5 Price Changes. We may adjust pricing from time to time. We will provide at least 30 days' notice of any price increase via email. Your continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

5.6 Cancellation. You may cancel your subscription at any time from your dashboard. Upon cancellation, your access to paid features continues until the end of the current billing period. No pro-rata refunds are provided for unused portions of a billing period.

5.7 Refunds. Refund requests are evaluated on a case-by-case basis. If you believe you are entitled to a refund, contact us at support@nvono.ng within 14 days of the charge.

5.8 Overdue Payments. If a payment fails or is overdue, we may suspend your access to the Service until the outstanding balance is settled. We will notify you by email before suspending access.

6.1 Ownership. You retain all ownership rights to the Content you create, upload, or store through the Service. Nvono does not claim ownership of your Content.

6.2 License to Nvono. By using the Service, you grant Nvono a limited, non-exclusive, worldwide license to process, store, transmit, and display your Content solely for the purpose of providing and improving the Service, including submitting documents to NRS on your behalf.

6.3 Accuracy. You are solely responsible for the accuracy, completeness, and legality of all Content you submit through the Service. Nvono does not verify the substantive accuracy of your invoices or tax data.

6.4 Backup. While we take reasonable measures to protect your data, you are responsible for maintaining your own backups of important Content. You may export your data at any time using the Service's export features or API.

6.5 Data Portability. You may request a full export of your data in standard formats (CSV, JSON) at any time. We will provide your data within a reasonable timeframe, not to exceed 30 days.

7.1 Facilitation, Not Advice. Nvono facilitates the submission of e-invoices to NRS. We do not provide tax, legal, or financial advice. You should consult a qualified tax professional for guidance on your specific obligations under Nigerian tax law.

7.2 Your Responsibility. You remain solely responsible for the accuracy and completeness of all tax data submitted through the Service, including but not limited to: correct TINs, proper tax categorization, accurate amounts, and valid document references.

7.3 NRS Credentials. If you configure your own NRS API credentials in the Service, you are responsible for keeping them confidential and up to date. We encrypt your credentials using AES-256-GCM at rest. You may also use Nvono's platform credentials as an accredited Access Point Provider.

7.4 NRS System Availability. Nvono is not responsible for downtime, errors, or changes in the NRS MBS system. If NRS services are unavailable or return errors, we will make reasonable efforts to retry submissions and inform you of any failures.

7.5 Compliance Updates. Nigerian tax regulations may change. We will make reasonable efforts to update the Service to reflect regulatory changes, but we do not guarantee immediate compliance with new regulations.

8.1 API Access. Depending on your Subscription Plan, you may access the Service via our REST API using scoped API keys generated from your dashboard.

8.2 Rate Limits. API requests are subject to rate limits as specified in our API documentation. Exceeding rate limits may result in temporary throttling or suspension of API access.

8.3 API Key Security. You are responsible for the security of your API keys. Do not share your API keys publicly or embed them in client-side code. If you suspect an API key has been compromised, revoke it immediately from your dashboard.

8.4 Changes to the API. We may update the API from time to time, including adding, modifying, or deprecating endpoints. We will provide reasonable notice of breaking changes.

10.1 Our IP. The Service, including its software, design, logos, trademarks, documentation, and all related intellectual property, is owned by Nvono Nigeria Limited and is protected by copyright, trademark, and other intellectual property laws.

10.2 Limited License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your active subscription.

10.3 Restrictions. You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse-engineer or attempt to extract the source code of the Service.

10.4 Feedback. If you provide us with feedback, suggestions, or ideas about the Service, you grant us a non-exclusive, royalty-free, worldwide, perpetual license to use and incorporate such feedback without obligation to you.

11.1 Uptime. We strive to maintain high availability of the Service but do not guarantee 100% uptime. The Service may be temporarily unavailable due to scheduled maintenance, emergency repairs, or circumstances beyond our control.

11.2 Maintenance. We will provide reasonable advance notice of scheduled maintenance that may affect Service availability, except in cases of urgent or emergency maintenance.

11.3 Support. Support is available via email at support@nvono.ng during business hours (Monday to Friday, 9:00 AM - 5:00 PM WAT). Priority support is available on eligible Subscription Plans.

12.1 Termination by You. You may terminate your Account at any time by contacting support@nvono.ng. Upon termination, your right to use the Service ceases immediately. You may request an export of your data before termination.

12.2 Termination by Nvono. We may suspend or terminate your Account immediately if you breach these Terms, fail to pay applicable fees, engage in fraudulent activity, or if we are required to do so by law.

12.3 Effect of Termination. Upon termination: (a) your access to the Service will be revoked; (b) your Content may be deleted after a 30-day grace period; (c) you remain liable for any outstanding fees; (d) provisions that by their nature should survive termination will continue in effect.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) the results obtained from the Service will be accurate or reliable; (c) the NRS MBS system will be available or function correctly at all times; or (d) any defects in the Service will be corrected.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVONO NIGERIA LIMITED, ITS DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business
• Loss of data or Content
• Tax penalties or interest resulting from incorrect or delayed NRS submissions
• Business interruption
• Cost of procurement of substitute services

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO NVONO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR TEN THOUSAND NAIRA (NGN 10,000), WHICHEVER IS GREATER.

16.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

16.2 Dispute Resolution. Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to arbitration under the rules of the Lagos Court of Arbitration.

16.3 Jurisdiction. The courts of Lagos State, Nigeria shall have exclusive jurisdiction over any matters not subject to arbitration.

18.1 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Nvono regarding the Service and supersede all prior agreements.

18.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

18.4 Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

18.5 Force Majeure. Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, internet outages, or failures of NRS systems.

18.6 Notices. We may send notices to you via email to the address associated with your Account or through in-app notifications. You may send notices to us at legal@nvono.ng.