Terms and Conditions

Welcome to Orlit.

These Terms and Conditions ("Terms") govern your access to and use of the Orlit platform, website, software, mobile applications, APIs, integrations, and all related services provided by Verbena Technologies Limited ("Orlit", "we", "our", or "us").

By creating an account, accessing, or using Orlit, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other policies or documents expressly incorporated by reference.

If you do not agree to these Terms, you must not access or use the platform.

1. Eligibility

You must be at least eighteen (18) years old and legally capable of entering into a binding contract under the laws of your jurisdiction to use Orlit.

If you create or use an account on behalf of a company, partnership, government agency, nonprofit organization, or any other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, references to "you" and "your" include both you and the entity you represent.

Orlit may refuse, suspend, or terminate access to any person or organization that does not satisfy these eligibility requirements or that violates these Terms.

2. Account Registration

To access certain features of Orlit, you must create an account and provide accurate, complete, and up-to-date information.

You are responsible for maintaining accurate account information and for all activities carried out through your account.

You agree to notify Orlit promptly if you become aware of any unauthorized access to or misuse of your account.

You must not:

• create an account using false or misleading information;

• impersonate another person or organization;

• create multiple accounts for fraudulent or abusive purposes; or

• permit unauthorized persons to access your account.

Orlit may suspend or terminate your account if the information you provide is inaccurate, misleading, incomplete, or used in violation of these Terms.

Your responsibilities for maintaining the security of your account are further described in Section 10.

3. Store Ownership

You retain ownership of your store, products, customer relationships, trademarks, logos, business name, domain name, and other business assets.

By using Orlit, you grant us the limited rights necessary to host, operate, maintain, secure, improve, and support your store and to provide the functionality of the platform.

You are solely responsible for your store, including its products, services, pricing, promotions, customer communications, policies, and compliance with applicable laws.

Nothing in these Terms transfers ownership of your store or business assets to Orlit.

Orlit does not become the owner, seller, distributor, reseller, or merchant of record for any products or services offered through your store unless expressly stated otherwise.

4. Pricing, Fees, Billing, and Taxes

4.1 Fees

Some features of Orlit are available at no cost, while others require payment. You agree to pay all applicable subscription fees, commission fees, transaction fees, and any other charges associated with your use of the platform, including charges relating to approved third-party services (collectively, the "Fees").

Unless otherwise stated, all fees are payable in Nigerian Naira (NGN).

4.2 Billing

Message credits are sold on a prepaid basis. Merchants must purchase message credits in advance before they can be used for broadcasts, marketing campaigns, and chats on the Orlit platform. Purchased message credits are added to the merchant account and deducted as they are used, subject to Orlit's applicable terms and policies.

Commission fees are billed monthly in arrears based on the applicable commission structure for the total value or volume of orders processed through your store during the preceding billing period.

Invoices will be issued electronically and sent to the primary email address associated with your account.

If you believe an invoice contains an error, you must notify Orlit within two (2) business days after the invoice is issued. You remain responsible for paying all undisputed amounts by the applicable due date.

Transaction fees are charged on each successful transaction at the rates applicable to the approved payment processors.

4.3 Failed or Late Payments

If payment remains outstanding for more than five (5) days after its due date, Orlit may suspend your access to paid services until all outstanding amounts have been paid.

If any outstanding fees remain unpaid for sixty (60) days after suspension, Orlit may terminate your account in accordance with Section 13.

Suspension or termination does not relieve you of your obligation to pay any outstanding fees or other amounts owed to Orlit.

4.4 Taxes

Unless expressly stated otherwise, all fees are exclusive of applicable taxes, including value-added tax (VAT), sales tax, goods and services tax (GST), withholding tax, duties, levies, and similar governmental charges.

You are solely responsible for determining, collecting, reporting, and remitting all taxes arising from your use of Orlit or from sales made through your store.

Where Orlit is legally required to collect or remit taxes on your behalf, the applicable taxes will be calculated using the billing information you provide and added to your invoice.

If you claim an exemption from any applicable tax, you must provide satisfactory documentary evidence before the exemption can be applied. Any exemption will take effect only after Orlit has verified and accepted the supporting documentation.

Where applicable law requires you to deduct or withhold taxes from payments made to Orlit, you remain responsible for ensuring that Orlit receives the full amount due under these Terms unless the law expressly provides otherwise.

4.5 Refunds

Except where required by applicable law or expressly stated in a separate written agreement, all fees paid to Orlit are non-refundable.

4.6 Pricing Changes

Orlit may revise its pricing, commission rates, messaging fees, or other charges from time to time.

Where a pricing change affects an existing pricing plan, Orlit will provide at least thirty (30) days' prior notice before the revised pricing takes effect.

Your continued use of the platform after the effective date of the revised pricing constitutes your acceptance of the updated fees.

5. Confidential Information

5.1 Definition

For the purposes of these terms, "confidential information" means any non-public information disclosed by one party ("disclosing party") to the other ("receiving party"), whether orally, electronically, visually, or in writing, that is identified as confidential or would reasonably be understood to be confidential because of its nature or the circumstances of its disclosure.

Confidential information includes business plans and strategies, financial information, pricing and cost data, customer and prospective customer information, software, source code, technical processes, system architecture, trade secrets, methodologies, product designs, research and development information, marketing plans, sales information, security practices, and any other proprietary or commercially sensitive information.

Orlit's confidential information includes all non-public information relating to its platform, services, infrastructure, software, security measures, business operations, and future product development.

5.2 Confidentiality Obligations

Each party agrees to use the other party's confidential information only as necessary to exercise its rights or perform its obligations under these terms. Each party must protect the confidential information using at least the same degree of care it applies to its own confidential information and, in any event, no less than a reasonable standard of care. Neither party may disclose the confidential information to any third party except as permitted under these terms or with the prior written consent of the disclosing party.

5.3 Permitted Disclosures

A receiving party may disclose confidential information only to its employees, directors, officers, contractors, consultants, auditors, insurers, legal advisers, and other professional advisers who have a legitimate need to know the information for purposes relating to these terms and who are subject to confidentiality obligations that are at least as protective as those contained in these terms. The receiving party remains responsible for any breach of this section by any person to whom it discloses confidential information.

5.4 Exclusions

Confidential information does not include information that was publicly available at the time of disclosure or later became publicly available through no breach of these terms, was lawfully known to the receiving party before disclosure, was independently developed without reference to the disclosing party's confidential information, or was lawfully obtained from a third party without any obligation of confidentiality.

5.5 Required Disclosures

A receiving party may disclose confidential information where required by applicable law, regulation, a court order, or a competent governmental authority. Where legally permitted, the receiving party will promptly notify the disclosing party before making the disclosure and will reasonably cooperate with any effort to obtain confidential treatment or other appropriate legal protection.

5.6 Return or Destruction

Upon termination of these terms or upon the written request of the disclosing party, the receiving party must promptly return or securely destroy the disclosing party's confidential information, except where retention is required by law or is reasonably necessary for backup, audit, regulatory, or record-keeping purposes.

5.7 Survival

The obligations under this section will survive the termination or expiration of these terms for five (5) years, except for trade secrets, which will remain protected for as long as they qualify for protection under applicable law.

6. Intellectual Property

6.1 Ownership

Orlit and its licensors own all rights, title, and interest in the platform, website, software, mobile applications, source code, databases, technology, designs, graphics, text, logos, trademarks, documentation, and all related intellectual property rights.

These terms do not transfer any ownership rights to you. Except for the limited license expressly granted under these terms, all intellectual property rights in the platform remain the exclusive property of Orlit and its licensors.

6.2 License to use the Platform

Subject to your compliance with these terms, Orlit grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the platform solely for the purpose of operating your business through Orlit.

You must not copy, reproduce, distribute, sell, lease, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any part of the platform, except where such restriction is prohibited by applicable law. You must not remove or alter any copyright, trademark, or other proprietary notices or use the platform in any manner that infringes Orlit's intellectual property rights or those of any third party.

6.3 Feedback

If you provide Orlit with suggestions, ideas, recommendations, comments, or other feedback relating to the platform or its services, you grant Orlit a perpetual, worldwide, irrevocable, royalty-free, transferable, and sublicensable license to use, reproduce, modify, distribute, publish, and incorporate that feedback into the platform or any other products or services without restriction or compensation to you.

7. Merchant Content

7.1 Ownership

You retain ownership of all content you upload, submit, publish, or otherwise make available through your store, including product listings, images, videos, trademarks, logos, descriptions, documents, customer communications, and other materials ("merchant content"). Nothing in these terms transfers ownership of your merchant content to Orlit.

7.2 License to Orlit

You grant Orlit a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, modify, and otherwise use your merchant content solely to operate, maintain, support, secure, and improve the platform; process orders and transactions; provide customer support; maintain backups; comply with legal obligations; and detect, investigate, or prevent fraud, abuse, security threats, or unlawful activities.

This license ends when your merchant content is permanently deleted from the platform, except where retention is required by law or is reasonably necessary for backup, audit, regulatory compliance, dispute resolution, or security purposes.

7.3 Your Responsibilities

You represent and warrant that you own, or have all necessary rights, licenses, and permissions to use and publish your merchant content. You further represent that your merchant content does not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any person; complies with these terms and all applicable laws; and that you are solely responsible for all merchant content published through your store.

7.4 Removal of Merchant Content

Orlit may remove, disable access to, or refuse to publish any merchant content that it reasonably believes violates these Terms, infringes the rights of any third party, is unlawful, fraudulent, misleading, deceptive, or poses a security, legal, or regulatory risk. This includes, but is not limited to, adult content (including pornography, sexually explicit or obscene material), illegal drugs, counterfeit goods, unlawful gambling, hate speech, violent or graphic content, scams, malicious software, intellectual property infringement, or any other content that Orlit considers inappropriate or prohibited under applicable law.

Where reasonably practicable, Orlit will notify you of the reason for the removal.

7.5 No Monitoring Obligation

Orlit is under no obligation to monitor merchant content and does not endorse, verify, or guarantee its accuracy, legality, quality, or reliability.

8. Privacy and Data Protection

8.1 Privacy

Your use of the platform is subject to Orlit's Privacy Policy, which forms part of these terms. By using the platform, you consent to the collection, use, storage, disclosure, and processing of your personal data in accordance with the Privacy Policy and applicable law.

8.2 Compliance with Data Protection Laws

Orlit processes personal data in accordance with the Nigeria Data Protection Act 2023 and any other applicable data protection laws.

Where you collect, store, or process personal data through your store, you are solely responsible for ensuring that your activities comply with all applicable privacy, data protection, consumer protection, and electronic communications laws.

8.3 Customer Responsibilities

You are responsible for obtaining all necessary consents and permissions before collecting or processing personal data; providing a clear and legally compliant privacy notice to your customers; responding to requests relating to personal data; implementing appropriate technical and organizational measures to safeguard personal data under your control; and complying with all applicable legal obligations relating to privacy and data protection.

Orlit is not responsible for your failure to comply with these obligations.

8.4 Orlit's Responsibilities

Orlit will implement reasonable administrative, technical, and organizational measures designed to protect personal data processed through the platform against unauthorized access, disclosure, alteration, loss, or destruction.

While Orlit takes reasonable steps to safeguard personal data, no system, network, or method of electronic transmission or storage can be guaranteed to be completely secure. Accordingly, Orlit does not guarantee absolute security.

8.5 Data Processing

Where Orlit processes personal data solely on your behalf in providing the platform, Orlit acts as a data processor or service provider to the extent required under applicable law. You remain the data controller and are responsible for determining the lawful basis for collecting and processing personal data through your store.

Nothing in these terms transfers your legal responsibilities as a data controller to Orlit.

8.6 Data Retention

Orlit may retain personal data only for as long as reasonably necessary to provide the platform, comply with legal or regulatory obligations, resolve disputes, enforce these terms, prevent fraud or abuse, maintain backups, or protect the security and integrity of the platform.

When personal data is no longer required, Orlit will securely delete or anonymize it in accordance with applicable law and its internal data retention policies.

8.7 International Data Transfers

Where personal data is transferred outside Nigeria, Orlit will take reasonable steps to ensure that the transfer complies with applicable data protection laws and that appropriate safeguards are implemented where required.

9. Third-Party Services and Integrations

Orlit may integrate with or provide access to third-party products and services, including payment gateways, shipping providers, cloud hosting services, messaging platforms, accounting software, analytics tools, artificial intelligence services, application programming interfaces (APIs), software development kits (SDKs), webhooks, and other business applications or technologies.

Your use of any third-party service is governed by the terms, conditions, and privacy policies of the relevant provider. Orlit does not own, operate, or control third-party services and is not responsible for their availability, functionality, security, accuracy, performance, or reliability.

By using the platform, you authorize Orlit to exchange the information reasonably necessary to establish, maintain, and operate these integrations in accordance with these terms and the Privacy Policy.

You acknowledge that third-party providers may modify, suspend, restrict, or discontinue their services at any time and that such changes may affect the availability or functionality of certain features of the platform. Orlit may add, replace, modify, suspend, or discontinue any third-party integration where reasonably necessary to improve performance, security, functionality, or legal compliance.

Any dispute arising from your use of a third-party service must be resolved directly between you and the relevant provider.

10. Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities carried out through your account.

You must use strong passwords, keep your login credentials secure, promptly notify Orlit of any unauthorized access to or suspected compromise of your account, ensure that your employees and authorized users comply with these terms and take reasonable steps to protect your devices, systems, and networks against malware, phishing attacks, viruses, and other security threats.

Orlit will implement commercially reasonable administrative, technical, and organizational security measures to protect the platform and the information processed through it.

However, no online platform or information system can be guaranteed to be completely secure. You acknowledge that you use the platform at your own risk and that Orlit cannot guarantee uninterrupted or completely secure operation.

Where Orlit reasonably believes that your account has been compromised or poses a security risk to the platform, other users, or third parties, Orlit may immediately suspend or restrict access to your account. Where reasonably practicable, Orlit will notify you of the reason for the suspension and the steps required to restore access.

11. Service Availability

11.1 Availability

Orlit will use commercially reasonable efforts to make the platform available on a continuous basis. However, we do not guarantee that the platform will always be available, uninterrupted, error-free, or secure.

The platform may be temporarily unavailable because of scheduled maintenance, emergency maintenance, system upgrades, security updates, failures of third-party services, internet or telecommunications outages, or events beyond Orlit's reasonable control.

Where reasonably practicable, Orlit will provide advance notice of scheduled maintenance.

11.2 Platform Changes

Orlit may modify, enhance, replace, suspend, or discontinue any feature or functionality of the platform at any time to improve performance, security, reliability, compliance, or the user experience.

Where a material change significantly affects your use of the platform, Orlit will provide reasonable notice where practicable.

12. Suspension

Orlit may immediately suspend or restrict your account, in whole or in part, if you violate these terms, fail to pay applicable fees when due, engage in fraudulent or unlawful activity, use the platform in a manner that poses a security, operational, or legal risk, or when suspension is necessary to comply with applicable law, a court order, or a regulatory requirement.

Orlit may also suspend access to the platform where immediate action is necessary to protect the platform, other users, or the public.

Where reasonably practicable, Orlit will notify you of the reason for the suspension and the steps, if any, required to restore access.

Suspension does not affect your obligation to pay any outstanding fees or other amounts owed to Orlit.

13. Termination

13.1 Termination by you

You may close your account at any time through your account settings or by providing written notice to Orlit.

Closing your account does not relieve you of your obligation to pay any outstanding fees or other amounts owed to Orlit. Except where required by applicable law, fees already paid are non-refundable.

13.2 Termination by Orlit

Orlit may terminate your account immediately if you materially breach these terms, fail to remedy a breach after receiving notice where the breach is capable of being remedied, remain suspended for non-payment beyond the period specified in these terms, engage in fraudulent, deceptive, or unlawful conduct, or where continued access to the platform exposes Orlit, its users, or third parties to legal, financial, operational, or security risks.

Orlit may also terminate your account where required to do so by applicable law or a competent governmental or regulatory authority.

Upon termination, your right to access and use the platform immediately ends.

14. Data export and Account Closure

Before your account is closed or terminated, you may export your store data using the tools provided through the platform.

You are solely responsible for retaining copies of any information you wish to keep.

Following termination, Orlit may retain your information only for the period and purposes described in Section 8.6. After the applicable retention period expires, Orlit may permanently delete your account and associated data in accordance with its data retention policies and applicable law.

Orlit is not responsible for any loss of data resulting from your failure to export your information before your account is closed or terminated.

15. Warranties and Disclaimers

15.1 Services Provided "as is"

Except as expressly provided in these terms, the platform and all related services are provided on an "as is" and "as available" basis.

Orlit is committed to maintaining a secure, reliable, and high-performing platform through ongoing maintenance, security improvements, performance monitoring, and product updates. However, we do not guarantee that the platform will always be uninterrupted, error-free, or continuously available.

To the fullest extent permitted by applicable law, Orlit disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, satisfactory quality, and uninterrupted availability.

15.2 Service Limitations

The service availability provisions set out in Section 11 apply to your use of the platform. You acknowledge that interruptions, delays, or temporary service disruptions may occur despite Orlit's commercially reasonable efforts to maintain reliable services.

Where reasonably practicable, Orlit will provide advance notice of scheduled maintenance and will use commercially reasonable efforts to restore affected services as quickly as circumstances permit.

15.3 Your Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and ensuring that your devices, internet connection, and business systems are suitable for accessing and using the platform.

You are also responsible for reviewing and verifying any reports, analytics, recommendations, or other information generated through the platform before relying on them to make business, financial, legal, or operational decisions.

16. Limitation of Liability

To the fullest extent permitted by applicable law, Orlit, its affiliates, directors, officers, employees, licensors, agents, contractors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data, arising out of or relating to your access to or use of, or inability to access or use, the platform.

This limitation applies regardless of whether the claim arises under contract, tort (including negligence), strict liability, statute, or any other legal theory, even if Orlit has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Orlit's total cumulative liability arising out of or relating to these terms or your use of the platform will not exceed the total commission or subscription fees paid by you to Orlit during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability that cannot be excluded or limited under applicable law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Orlit, its affiliates, directors, officers, employees, agents, licensors, contractors, and service providers from and against all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your use of the platform, your store, products, services, merchant content, your breach of these terms, your violation of any applicable law or the rights of any third party, any dispute between you and your customers, or any negligent, fraudulent, deceptive, or unlawful act or omission by you or anyone using your account.

Orlit reserves the right to assume the exclusive defense and control of any matter subject to indemnification at your expense. You agree to cooperate fully in the defense of any such claim.

18. Force Majeure

Orlit will not be liable for any delay or failure to perform its obligations under these terms where the delay or failure results from events beyond its reasonable control, including natural disasters, acts of God, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions, internet or telecommunications failures, cyberattacks, failures of third-party service providers, or any other force majeure event.

During the affected period, the performance of the affected obligations will be suspended for as long as reasonably necessary.

Orlit will use commercially reasonable efforts to resume normal operations as soon as reasonably practicable after the force majeure event has ended.

19. Changes to the Platform and these Terms

Orlit may modify, enhance, replace, suspend, or discontinue any part of the platform from time to time to improve functionality, maintain security, comply with legal or regulatory requirements, respond to technological developments, or improve the services offered to users.

Orlit may also amend these terms from time to time.

Where a material change affects your rights or obligations, Orlit will provide reasonable notice through the platform, by email, or by any other appropriate means before the change takes effect, unless immediate changes are required by law or to address security, fraud, or operational concerns.

Your continued use of the platform after the effective date of the revised terms constitutes your acceptance of the updated terms.

If you do not agree to the revised terms, you must stop using the platform and close your account.

20. Governing Law and Dispute Resolution

These terms are governed by and will be construed in accordance with the laws of the Federal Republic of Nigeria.

Before commencing legal proceedings, the parties agree to make reasonable efforts to resolve any dispute through good-faith negotiations.

If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may refer the matter to mediation.

If mediation is unsuccessful, the dispute will be finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023.

The arbitration will be conducted in Lagos State, Nigeria, in the English language, before a single arbitrator appointed in accordance with the Arbitration and Mediation Act 2023. The arbitral award will be final and binding on the parties.

21. General Provisions

21.1 Entire Agreement

These terms, together with the Privacy Policy and any other policies or documents expressly incorporated by reference, constitute the entire agreement between you and Orlit regarding your access to and use of the platform. They supersede all prior or contemporaneous agreements, communications, representations, and understandings relating to the same subject matter.

21.2 Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court or other authority of competent jurisdiction, that provision will be enforced to the fullest extent permitted by applicable law. The remaining provisions will continue in full force and effect.

21.3 No Waiver

A failure or delay by Orlit in exercising any right or enforcing any provision of these terms does not constitute a waiver of that right or provision. Any waiver is effective only if it is made in writing and signed by an authorized representative of Orlit.

21.4 Assignment

You may not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these terms without Orlit's prior written consent.

Orlit may assign or transfer its rights and obligations under these terms, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate restructuring, financing, sale of assets, or other corporate transaction.

21.5 Electronic Communications

You consent to receive notices, disclosures, invoices, agreements, and other communications electronically through your registered email address, your account dashboard, or the platform.

Electronic communications satisfy any legal requirement that such communications be provided in writing.

21.6 Notices

Unless applicable law requires otherwise, Orlit may provide notices by email to your registered email address, through your account, by publishing notices on the platform, or by any other reasonable method of communication.

You are responsible for keeping your contact information accurate and up to date.

21.7 Relationship of the Parties

Nothing in these terms creates or is intended to create a partnership, joint venture, agency, employment, franchise, fiduciary, or similar relationship between you and Orlit.

Each party acts as an independent contracting party.

21.8 Survival

Any provision of these terms that by its nature is intended to survive termination or expiration will remain in effect, including provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, governing law, and any rights or obligations that accrued before termination.

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