VERIFOD LTD — TERMS OF SERVICE
Version 1.0 · Last updated: July 2025 · Primary jurisdiction: Federal Republic of Nigeria
These Terms of Service ("Terms") are entered into between Verifod Technologies Ltd, a company incorporated under the laws of the Federal Republic of Nigeria ("Verifod", "we", "us") and the organisation or individual accessing the Verifod platform ("Customer", "you"). These Terms govern all access to and use of the Verifod software-as-a-service platform, APIs, documentation, and associated services (collectively, the "Platform").
In these Terms, the following definitions apply:
| Term | Meaning |
|---|---|
| Authorised User | An employee, contractor, or agent of the Customer granted access to the Platform by the Customer. |
| Competitor | Any entity that develops, markets, sells, or is building a governance, risk, and compliance (GRC) platform, compliance automation tool, security posture management tool, vendor risk management platform, audit management solution, or any product or service substantially similar to or competitive with the Platform. |
| Confidential Information | Any non-public technical, business, financial, or operational information disclosed by Verifod, including product architecture, algorithms, feature roadmaps, pricing structures, customer data, and API specifications. |
| Customer Data | All data, content, and information uploaded, submitted, or generated by the Customer or its Authorised Users through the Platform. |
| Intellectual Property | All patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, algorithms, methods, and all other proprietary rights, whether registered or unregistered. |
| Platform | The Verifod cloud-based SaaS application, including all modules, APIs, integrations, and associated services. |
| Subscription Plan | The pricing tier and feature set the Customer has subscribed to, as set out in the applicable Order Form or pricing schedule. |
The Platform is available to organisations and individuals who: (a) are at least 18 years of age; (b) have the legal authority to bind the organisation they represent; and (c) are not prohibited from using the Platform under applicable law.
Registration requires a valid business or organisational email address. Verifod reserves the right to reject accounts registered using personal or consumer email domains (including gmail.com, yahoo.com, outlook.com, and similar providers). This requirement protects the integrity of the Platform's user base and the security of customer data.
Verifod reserves the right to approve or reject any account registration at its sole discretion, with or without providing reasons, including by conducting verification checks on the registering organisation.
You represent and warrant that all information provided during registration is accurate, complete, and current. Providing false or misleading registration information — including misrepresenting your organisational affiliation — is grounds for immediate account termination.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify Verifod immediately at [email protected] upon suspecting any unauthorised access.
Subject to these Terms and payment of applicable fees, Verifod grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the subscription term solely for the Customer's internal governance, risk, and compliance operations.
The Customer may grant access to Authorised Users up to the limit specified in the Subscription Plan. The Customer is fully responsible for ensuring all Authorised Users comply with these Terms.
You must not, directly or indirectly, and must not permit any Authorised User or third party to:
The following persons and entities are expressly prohibited from registering for or accessing the Platform:
By registering, you represent and warrant that you do not fall within any of the categories above. If your relationship with a Competitor changes after registration, you must notify Verifod immediately and cease use of the Platform.
You must not:
You must not:
You must not:
Verifod retains all right, title, and interest in and to the Platform and all Intellectual Property rights therein — including, without limitation, the Integrity Gap Engine, all compliance crosswalk mappings, AI-generated analysis methodologies, user interface designs, algorithms, source code, documentation, trademarks, branding, and all derivative works. These Terms do not grant you any ownership interest in the Platform.
The Customer retains all right, title, and interest in its Customer Data. The Customer grants Verifod a limited, non-exclusive licence to process Customer Data solely to provide and improve the Service in accordance with the Privacy Policy.
If the Customer provides feedback, suggestions, or ideas regarding the Platform, Verifod may use such feedback freely and without obligation, attribution, or compensation.
No licence or right is granted by implication, estoppel, or otherwise except as expressly set out in these Terms. All rights not expressly granted are reserved by Verifod.
Each party agrees to: (a) maintain the other party's Confidential Information in strict confidence using at least reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for the purposes of these Terms.
The Customer expressly acknowledges that the Platform — including its features, functionality, design, architecture, roadmap, and pricing — constitutes Confidential Information of Verifod. The Customer shall not disclose details of the Platform to any Competitor or prospective competitor.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known by the recipient prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt prior written notice.
Confidentiality obligations survive termination of these Terms for five (5) years.
The Customer shall pay fees specified in the applicable Subscription Plan or Order Form. All fees are exclusive of applicable taxes including VAT.
Fees are billed in advance on the billing cycle specified in the Subscription Plan. All fees are non-refundable except as required by applicable law.
Invoices not paid within fourteen (14) days of the due date may incur interest at 2% per month or the maximum rate permitted by law, whichever is lower. Verifod may suspend access until payment is received.
Verifod may change subscription fees with at least thirty (30) days' written notice. Changes take effect at the next renewal date.
Both parties shall comply with all applicable data protection laws, including the Nigeria Data Protection Act 2023 (NDPA), the Nigeria Data Protection Regulation (NDPR), and where applicable, the EU General Data Protection Regulation (GDPR).
Verifod processes Customer Data as a data processor on behalf of the Customer (the data controller). The terms of data processing are set out in the Verifod Data Processing Agreement (DPA), available upon request and incorporated into these Terms by reference.
Verifod implements industry-standard technical and organisational security measures to protect Customer Data, including encryption at rest and in transit, access controls, and regular security assessments.
Upon termination, Verifod will make Customer Data available for export for thirty (30) days. After this period, Customer Data may be permanently deleted in accordance with Verifod's data retention policy.
Verifod warrants that: (a) it has the right to grant the licences in these Terms; (b) the Platform will perform materially in accordance with the Documentation; and (c) reasonable security measures will be maintained to protect Customer Data.
The Customer warrants that: (a) it has legal authority to enter these Terms; (b) its use will comply with all applicable laws; (c) it is not a Competitor and no Authorised User is acting on behalf of a Competitor; and (d) all registration information is accurate.
The Platform is designed to assist with compliance management, risk assessment, control monitoring, and audit readiness. It is a tool — not a substitute for professional judgement, legal counsel, or independent audit preparation. Verifod does not guarantee, and makes no representation or warranty, that the use of the Platform will result in a successful audit outcome, passing any particular audit or assessment, or satisfying any specific regulatory requirement.
Audit outcomes depend on numerous factors beyond the scope and control of the Platform, including but not limited to: the completeness and accuracy of data provided by the Customer, the Customer's implementation of recommended controls, the specific standards and criteria applied by the auditor, changes in regulatory requirements, the Customer's organisational practices and policies, and the auditor's professional judgement. Verifod has no control over these factors and assumes no responsibility for them.
Accordingly, the Customer acknowledges and agrees that Verifod shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to costs, fines, penalties, expenses, losses, claims, liabilities, or reputational damage of any kind, arising out of or in connection with an unfavourable audit outcome, failed audit, regulatory finding, non-compliance determination, or any decision or action taken by an auditor, regulator, or certifying body, regardless of whether such outcome results from a limitation of the Platform, an error in the Platform, or any other cause.
The Platform may generate, display, or suggest compliance recommendations, control mappings, gap analyses, policy templates, risk assessments, and other outputs. These outputs are provided for informational and operational purposes only and do not constitute legal, regulatory, financial, or professional advice. The Customer is solely responsible for evaluating and acting upon any output from the Platform and should seek independent professional advice where appropriate. Verifod shall not be liable for any action taken or not taken by the Customer in reliance on any Platform output.
Compliance with applicable laws, regulations, and industry standards is an ongoing obligation that depends on the Customer's specific circumstances, organisational context, and evolving legal landscape. The Platform does not ensure, and Verifod does not warrant, that the Customer will achieve or maintain compliance with any particular law, regulation, standard, or framework by virtue of using the Platform. The Customer remains solely responsible for its own compliance obligations.
Any auditor, certifying body, assessor, or regulatory authority that evaluates the Customer's compliance posture is an independent third party over which Verifod has no control or influence. Verifod does not guarantee the competence, methodology, objectivity, or availability of any such third party, and shall not be liable for any act, omission, decision, or finding of any third-party auditor or regulator.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERIFOD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PLATFORM IS A TOOL TO ASSIST WITH COMPLIANCE MANAGEMENT AND DOES NOT CONSTITUTE LEGAL, REGULATORY, OR PROFESSIONAL ADVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION.
Without limiting the generality of Section 10.1, and to the fullest extent permitted by applicable law, Verifod shall have no liability whatsoever for any loss, damage, cost, expense, fine, penalty, claim, or liability (whether direct, indirect, consequential, or otherwise) arising out of or in connection with: (a) an unfavourable audit outcome, failed audit, or negative assessment finding; (b) any fine, penalty, sanction, or enforcement action imposed by a regulator, auditor, or certifying body; (c) any reputational damage, loss of business, or loss of certification resulting from an audit or regulatory proceeding; (d) any decision by a customer, auditor, regulator, or counterparty to terminate or suspend a commercial relationship based on the Customer's compliance posture; or (e) the Customer's inability to demonstrate compliance with any applicable law, regulation, standard, or contractual obligation. This exclusion applies regardless of whether Verifod was advised of the possibility of such damages and regardless of the theory of liability (contract, tort, strict liability, or otherwise).
Verifod's total aggregate liability shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
The limitations in this Section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breaches of Section 6 (Confidentiality); (d) breaches of Section 4 (Prohibited Uses); or (e) liability that cannot be excluded by applicable law.
The Customer shall indemnify, defend, and hold harmless Verifod and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from:
The Customer acknowledges that compliance is its sole responsibility. Verifod provides tools and information to assist the Customer's compliance programme, but the Customer is exclusively responsible for: (a) implementing and maintaining appropriate controls, policies, and procedures; (b) ensuring the accuracy and completeness of data entered into the Platform; (c) responding to audit findings and implementing corrective actions; (d) engaging qualified legal, audit, and compliance professionals as needed; and (e) meeting all applicable regulatory obligations. The Customer shall not hold Verifod responsible for any failure of the Customer to fulfil these obligations.
These Terms commence on the date of account registration and continue for the duration of the Customer's active Subscription Plan and any renewals.
Either party may terminate by providing thirty (30) days' written notice prior to the next renewal date. Termination for convenience does not entitle the Customer to a refund of prepaid fees.
Verifod may terminate with immediate effect, without notice or refund, if:
Upon termination: (a) all licences cease immediately; (b) the Customer must cease all Platform use; (c) each party must return or destroy the other's Confidential Information on request; and (d) Sections 5, 6, 9.3, 10, 11, 13, and 14 survive.
Verifod reserves the right to monitor usage patterns on the Platform to detect violations of these Terms, including suspicious access patterns that may indicate competitive intelligence gathering. Monitoring is conducted in accordance with the Privacy Policy.
The Customer acknowledges that a breach of Sections 4, 5, or 6 would cause irreparable harm for which monetary damages would be inadequate. Verifod shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the requirement to post bond, in addition to all other rights available at law.
In the event of a breach of Section 4 by a Competitor or any person acting on a Competitor's behalf, Verifod reserves the right to claim: (a) all fees that would have been payable at the applicable commercial rate for the duration of access; (b) costs of investigation and legal proceedings; and (c) any demonstrable loss of business, customers, or competitive advantage attributable to the breach.
If you become aware of any violation of these Terms, including any Competitor accessing the Platform, please report it to [email protected]. Verifod may, at its discretion, reward individuals who report verified violations in good faith.
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.
In the event of a dispute, the parties shall first attempt resolution through good faith negotiation between senior representatives for thirty (30) days from written notice of the dispute.
If unresolved through negotiation, the dispute shall be referred to arbitration under the rules of the Lagos Court of Arbitration (LCA), with the seat of arbitration in Lagos, Nigeria. The language shall be English. The award shall be final and binding.
Either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction without first resorting to negotiation or arbitration, where delay would cause irreparable harm.
For customers outside Nigeria, these Terms remain subject to Nigerian law and Section 14.3. Verifod acknowledges its obligations to comply with mandatory data protection and consumer protection laws in the Customer's jurisdiction, including GDPR where applicable.
These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable Order Form, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
Verifod may amend these Terms with at least thirty (30) days' written notice via email or Platform notice. Continued use after the effective date constitutes acceptance. Material changes to Section 4 require explicit acceptance.
If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary. If modification is not possible, the provision shall be severed, and remaining provisions continue in full force.
No failure or delay in exercising any right constitutes a waiver. No waiver is effective unless made in writing and signed by an authorised representative.
The Customer may not assign these Terms without prior written consent from Verifod. Verifod may assign in connection with a merger, acquisition, or asset sale, provided the assignee assumes all obligations.
Neither party shall be liable for delay or failure caused by circumstances beyond reasonable control, including acts of God, war, government action, or internet infrastructure failures, provided the affected party gives prompt notice and takes reasonable mitigation steps.
Notices shall be in writing and delivered by email to the registered account address (Customer) or [email protected] (Verifod), or by courier to the relevant registered address. Notices are effective on receipt.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship.
FOR VERIFOD LTD
Signed: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________
FOR CUSTOMER
Signed: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________