Terms of Service

These Terms of Service ("Terms") constitute a binding legal agreement between you ("User", "you", or "your") and Tetrup Technology Ltd ("Tetrup", "we", "our", or "us"), a company incorporated under the laws of the Federal Republic of Nigeria. These Terms govern your access to and use of the Tetrup website, web application, mobile application, APIs, and all related features and services (collectively, the "Application").

These Terms should be read alongside our Privacy Policy and Investment Policy, both of which are incorporated herein by reference.

1. Eligibility and Account Registration

The Application is available to individuals who are at least eighteen (18) years of age and who have the legal capacity to enter into binding contracts under Nigerian law. By registering an account, you represent and warrant that you meet these requirements and that all information you provide during registration is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at support@tetrup.com if you suspect any unauthorised use of your account. We will not be liable for any loss or damage arising from your failure to maintain adequate account security.

Organisations registering on behalf of a company or entity represent that they have full authority to bind that entity to these Terms.

2. Description of Services

Tetrup is a business and financial operating system designed for entrepreneurs, freelancers, small and medium enterprises (SMEs), and other business operators, primarily in Nigeria and emerging markets. The Application provides tools for:

1. business incorporation guidance, company registration assistance, and document generation;
2. bookkeeping, accounting, invoicing, tax computation, payroll management, and financial reporting;
3. payment collection and management through integrated third-party payment gateways;
4. capital market information, including stock indices, IPO listings, portfolio tracking, and investment calculators; and
5. analytics, compliance management, and business intelligence tools.

The availability, features, and scope of services may vary by subscription plan and are subject to change in accordance with Section 14 of these Terms. All services are subject to our Fair Use Policy and applicable legal restrictions.

3. Subscriptions, Fees, and Billing

Certain features of the Application require a paid subscription. By selecting a paid plan, you authorise Tetrup (or its payment processor) to charge the applicable fees to your designated payment method on the schedule set out at the time of subscription. All fees are stated in Nigerian Naira (₦) or United States Dollars ($) as applicable and are exclusive of applicable taxes unless otherwise stated.

Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You may cancel your subscription at any time through your account dashboard. Cancellation will take effect at the end of the current billing period, and no refunds will be issued for partial billing periods except where required by applicable consumer protection law in your jurisdiction.

We reserve the right to modify our pricing with at least thirty (30) days' written notice. Continued use of the Application after a price change takes effect constitutes acceptance of the new fees.

Transaction fees apply separately to payment processing and capital market activities, as described in our Pricing page and the Investment Policy. These fees are charged in addition to subscription fees and are non-refundable once a transaction is completed.

4. Free Tier and Trial Periods

Tetrup offers a free Starter tier with limited functionality, available at no charge for as long as you maintain a valid account in good standing. We also offer a fourteen (14) day free trial on paid subscription tiers. No payment information is required to start a free trial. At the conclusion of the trial period, your account will revert to the free tier unless you select and activate a paid plan.

We reserve the right to modify, suspend, or discontinue the free tier or trial periods at any time with reasonable notice, subject to applicable consumer protection obligations.

5. Acceptable Use

You agree to use the Application only for lawful purposes and in a manner consistent with all applicable laws and regulations in Nigeria and your jurisdiction of use. You must not use the Application to:

1. violate any applicable law, regulation, or third-party rights;
2. upload, transmit, or distribute content that is fraudulent, misleading, defamatory, obscene, or unlawful;
3. impersonate any person or entity or misrepresent your affiliation with any organisation;
4. attempt to gain unauthorised access to any part of the Application, other accounts, or third-party systems;
5. introduce viruses, malware, or other harmful code into the Application;
6. engage in any activity that unreasonably burdens or disrupts the Application's infrastructure; or
7. use the Application in any manner that violates our anti-money laundering or anti-corruption obligations under Nigerian law.

We reserve the right to investigate suspected violations and to suspend or terminate your account without notice where we have reasonable grounds to believe a violation has occurred.

6. Third-Party Services and Integrations

The Application integrates with third-party services including but not limited to Paystack, Flutterwave, the Corporate Affairs Commission (CAC) portal, the Federal Inland Revenue Service (FIRS) systems, and capital market data providers. These third-party services are governed by their own terms and privacy policies. Tetrup does not control, endorse, or assume liability for third-party services or the availability, accuracy, or reliability of their systems or data.

Any transactions, payments, or regulatory submissions processed through third-party integrations are subject to those parties' terms. We facilitate access to such services as a convenience and are not a party to any agreement between you and a third-party provider.

7. Intellectual Property

All content, features, trademarks, service marks, logos, software, designs, interfaces, algorithms, and documentation on the Application ("Tetrup IP") are the exclusive property of Tetrup Technology Ltd or its licensors and are protected by applicable intellectual property laws in Nigeria and internationally.

Subject to your compliance with these Terms, Tetrup grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Application for your own personal or internal business purposes. You may not copy, reproduce, modify, distribute, sublicence, reverse-engineer, or create derivative works of any Tetrup IP without our prior written consent.

You retain ownership of all data, documents, and content you upload or create on the Application ("User Content"). By submitting User Content, you grant Tetrup a limited, non-exclusive licence to process, store, and use your User Content solely to provide and improve the Application. We do not claim ownership of your User Content and will not sell or share it except as described in our Privacy Policy.

8. Data Accuracy and User Responsibilities

You are solely responsible for the accuracy, completeness, and legality of all data, documents, financial records, and information you submit through the Application. Tetrup provides tools and guidance to assist your business operations but does not verify the accuracy of user submitted data, and the output of our tools (including financial calculations, tax estimates, registration guidance, and investment information) is provided for informational and operational convenience only.

Nothing on the Application constitutes legal, tax, accounting, regulatory, financial planning, or investment advice. You should seek qualified professional advice tailored to your specific circumstances before making any legal, financial, or investment decisions.

9. Disclaimer of Warranties

THE Application IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Tetrup EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Application will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, or timeliness of any market data, regulatory information, financial calculations, or other content provided through the Application.

Nothing in this clause limits any warranty that cannot be excluded under applicable Nigerian consumer protection law, including the Federal Competition and Consumer Protection Act 2018 (FCCPA).

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Tetrup, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Application, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall Tetrup's aggregate liability to you for all claims arising out of or relating to these Terms or the Application exceed the total amount of fees paid by you to Tetrup in the twelve (12) months immediately preceding the event giving rise to the claim, or the sum of ten thousand Naira (₦10,000), whichever is greater.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable Nigerian law.

11. Indemnification

You agree to defend, indemnify, and hold harmless Tetrup and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) your use of or access to the Application in violation of these Terms;
(b) your User Content;
(c) your violation of any applicable law or the rights of any third party; or
(d) any fraudulent or wilfully harmful acts by you in connection with the Application.

12. Suspension and Termination

We reserve the right to suspend or terminate your access to the Application at any time, with or without notice, where: (a) you breach any material provision of these Terms; (b) we are required to do so by law or a competent regulatory authority; (c) we reasonably suspect fraudulent or unlawful activity on your account; or (d) your account has been inactive for an extended period, with prior notice where feasible.

Upon termination, your right to use the Application ceases immediately. Provisions of these Terms which by their nature should survive termination shall continue in full force, including Sections 7, 9, 10, 11, 13, and 16.

You may terminate your account at any time by contacting us at support@tetrup.com. Following account closure, we will retain your data for the periods required by law as described in our Privacy Policy.

13. Consumer Protection

If you are a consumer using the Application for personal or household purposes (as distinct from business use), you may have additional rights under the Federal Competition and Consumer Protection Act 2018 (FCCPA) and other applicable Nigerian consumer protection legislation. Nothing in these Terms is intended to limit, exclude, or modify any non-waivable consumer rights you may hold under applicable law in your jurisdiction.

Complaints regarding the Application may be submitted to the Federal Competition and Consumer Protection Commission (FCCPC) through its official channels. We endeavour to resolve all complaints promptly and in good faith.

14. Modifications to the Application and Terms

We reserve the right to modify, suspend, or discontinue any feature or aspect of the Application at any time, with reasonable notice where feasible. We may also update these Terms from time to time. Material changes will be communicated to registered users via email or a prominent in Application notice at least fourteen (14) days before taking effect. Your continued use of the Application after any modification constitutes acceptance of the updated Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days.

If the dispute is not resolved through negotiation, the parties agree to submit it to binding arbitration in accordance with the Arbitration and Conciliation Act (Cap. A18, LFN 2004), with proceedings held in Lagos, Nigeria, conducted in the English language. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

16. General Provisions

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Our failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision. These Terms, together with our Privacy Policy and Investment Policy, constitute the entire agreement between you and Tetrup regarding the Application and supersede all prior agreements or understandings, whether written or oral.