Terms of Use

01

The agreement and who it covers

These proposed Terms of Use govern access to Asiri’s websites, applications and related software services supplied by ASIRI Compliance Ltd, a company incorporated in Nigeria with registration RC 9545197. “Asiri”, “we” and “us” mean that company. “Customer” means the person or organisation subscribing to the service; “you” includes its authorised users where the context requires.

This document is a draft for review and has no effective date. It is not an offer to replace any existing agreement, and viewing this page does not constitute acceptance. Once a final version is issued, acceptance must be obtained through the applicable account, order or agreement process.

For an accepted final agreement, a signed order or separately negotiated agreement takes priority where it expressly varies these terms. An applicable data processing agreement takes priority for processing customer personal data. A professional engagement letter governs the professional work it describes; it does not enlarge anyone’s workspace permissions. Mandatory law takes priority over every document.

02

Eligibility, accounts and authority

You must be at least 18 and legally capable of entering the relevant agreement. If you act for an organisation, you must have authority to bind it or be an authorised user under its account. Use accurate information and keep your contact, billing and authorisation details current.

Keep control of your sign-in email and any devices or credentials used to access Asiri. Do not share access codes, impersonate another person or use an account after your authority ends. Tell us promptly about suspected misuse. You are responsible for activity you authorise and for reasonable account security; these terms do not make you responsible for failures caused by Asiri.

The customer manages membership, roles and professional access. We may verify a person’s authority before changing ownership, disclosing information or acting on a disputed instruction. An email domain, public register entry or marketplace listing is not by itself authority to access a customer’s records.

03

What Asiri provides

Asiri provides software for privacy records, evidence, work allocation, collaboration, audit preparation and related workflows. Available features, usage limits, support and deployment options are those identified in the selected plan or agreed order. Free access does not include an entitlement to every paid feature.

We will provide the agreed service with reasonable care and skill. We may maintain, secure and improve it. We should give reasonable notice of a material reduction to a paid service, with the remedies described below where it materially prevents the agreed use. An uptime commitment or service credit applies only where expressly agreed.

Preview or experimental features must be identified as such. Do not rely on them as your only record or as a promised future capability when buying a plan.

04

Your compliance decisions and Eri

Asiri is a software provider, not the NDPC, a regulator or a substitute for an appointed legal or professional adviser. Using the service does not itself establish compliance, create a certification or guarantee acceptance of a registration, return or other filing.

You remain responsible for the accuracy, completeness, lawful basis and timely handling of your records and submissions. Review requirements and outputs against your organisation’s circumstances and applicable law. A reminder depends on the information available to the service; it does not transfer your statutory deadline to Asiri.

Eri and other automated features can produce incomplete or incorrect results. Review outputs before relying on them, sharing them or taking an action with legal or professional consequences. Do not include unnecessary personal or sensitive information in prompts. A professional remains responsible for its judgement, review, opinion and sign-off.

05

Your data, confidentiality and privacy

The customer retains its rights in the content it supplies. It grants Asiri only the rights necessary to host, process, transmit and display that content to provide and secure the agreed service, follow lawful instructions and meet applicable legal obligations. Uploading content does not transfer its ownership to Asiri.

The customer must have the rights and lawful basis needed to collect, upload, connect and share information, and must give relevant notices and obtain any required consents. Asiri must process customer personal data in accordance with applicable law and agreed processing terms. These Terms of Use do not replace a data processing agreement or by themselves establish an international transfer safeguard.

Each party must protect the other’s confidential information with reasonable care, use it only for the permitted purpose and limit access to people who need it and are subject to appropriate duties. Exceptions apply to information lawfully public, independently developed or lawfully received without restriction. Legally compelled disclosures must be limited to what is required, with notice where lawful.

The privacy notice describes our own controller processing. Hosting, providers and relevant security information are described in the trust centre. Customer content must not be sold or used for unrelated advertising under the limited service permission above.

06

DPCOs, DPOs and client access

Professionals must accurately describe their identity, licence or qualifications, services and limitations. A public register entry, verification indicator or marketplace ranking is not a guarantee by Asiri of competence, suitability, independence or a particular outcome. Customers should perform appropriate due diligence.

The customer and professional must agree the scope, fees, deliverables, responsibilities, confidentiality and any required processing arrangements. Client access must be separately authorised and limited to the agreed scope and term. A professional must not access another client’s information or keep using access after its authority ends.

Professionals are responsible for maintaining applicable credentials, managing conflicts and meeting their review and sign-off duties. A professional engagement does not make the professional an employee or agent of Asiri or authorise it to bind Asiri. Revoking workspace access does not automatically cancel a separate engagement or erase its lawful records.

07

Marketplace engagements and payments

Marketplace discovery, messaging and payment facilities support an engagement between a customer and a professional. Unless a separate signed agreement expressly says otherwise, Asiri is not the provider of that professional service and does not promise its result. Asiri remains responsible for its own services and legal obligations.

The applicable marketplace fee, any eligibility conditions and the agreed professional fee must be disclosed before payment. Brought-in client engagements, standard marketplace engagements, eligible renewals and introductory offers can have different fee treatment. A later change to the public fee page does not retrospectively change an accepted engagement.

Professional fees, statutory fees and software subscription charges are distinct. Statutory amounts are not professional earnings. Payments are handled by the relevant payment processor and may be subject to verification, settlement timing, reversals and lawful deductions. We do not promise immediate settlement or describe the arrangement as escrow unless it is expressly established as such.

Professional service cancellation, milestones, acceptance and refund disputes should first be addressed under the engagement letter. Contact Asiri about a platform or payment issue so it can be investigated. Nothing here removes access to a payment provider’s dispute process, a regulator or a court, or excuses Asiri from responsibility for its own error.

08

Software prices, billing and renewals

Your order should identify the plan, billing period, currency, price, applicable taxes, limits and renewal arrangement before you pay. A quoted amount is exclusive or inclusive of tax only as expressly stated in the order. The customer is responsible for undisputed charges properly incurred under that order.

Recurring billing requires the relevant payment authorisation. If a subscription renews automatically, the period, renewal date and method of stopping renewal must be disclosed before authorisation. Cancelling renewal stops the next period; it does not itself delete a workspace or cancel a professional engagement.

Proposed rule: a subscription price increase applies only from a future renewal, with at least 30 days’ advance notice and an opportunity to decline renewal. If that notice cannot be given before the next renewal, the increase should wait until a subsequent renewal unless separately agreed.

Tell us promptly about a disputed charge, including the payment reference. We will investigate it and correct verified errors. We may pursue overdue undisputed amounts, but a good-faith dispute should not be treated as an admission that the charge is payable.

09

Cancellation and refunds — proposed policy

Proposed rule: customers may stop renewal at any time through the available billing controls or by contacting support. A timely request received before the renewal charge should stop that renewal. Paid access continues through the paid period unless the customer asks for earlier closure or lawful suspension applies.

For a change-of-mind cancellation, the proposed default is no automatic refund of the period already paid, subject to any trial promise, written order and rights required by law. This is not a blanket “no refunds” rule.

If Asiri materially fails to provide the contracted service, tell us what is wrong and give us a reasonable opportunity to remedy it. Proposed rule: if a remediable material failure is not corrected within 30 days after notice, you may end the affected service and receive a proportionate refund for its unused prepaid period. A failure that cannot reasonably be remedied, or a statutory remedy, may require an earlier or different response.

We should refund duplicate payments and charges collected in error. If Asiri ends a prepaid service for convenience rather than customer breach, unused prepaid charges for that service should be refunded proportionately. Approved refunds go through the relevant payment method where possible; processor and bank completion times vary.

This proposed software policy does not determine a professional’s entitlement under an engagement letter. All cancellation and refund provisions remain subject to mandatory consumer protections and other applicable law.

10

Acceptable use and integrations

Use Asiri only for lawful, authorised purposes. Our Acceptable Use policy also applies. In particular, you must not:

• Access another person’s account or workspace without authority; bypass access controls, limits or security measures; or knowingly introduce malicious code.
• Fabricate licences, evidence, professional claims, consents, audit results or a regulator’s approval; impersonate another party; or misrepresent a public listing as a confirmed engagement.
• Upload or distribute unlawful material, abuse or harass others, infringe intellectual property or misuse personal data.
• Interfere with the service, send unsolicited bulk messages or use integrations beyond the permissions of the source system.

11

Third-party services and public content

You choose which third-party systems to connect and must be authorised to grant their permissions. Their separate terms apply to their services. Availability, permissions or functionality can change; disconnect a system when access is no longer appropriate.

Public listings, trust pages and shared links are intended for their selected audiences. The publishing party is responsible for having permission and checking the accuracy of what it publishes. Asiri may restrict unlawful or misleading material after appropriate review.

References to external websites and providers do not transfer their obligations to Asiri. Equally, use of a provider does not remove Asiri’s own duties for the service it has contracted to supply.

12

Software and intellectual property

Asiri and its licensors retain rights in the software, brand, documentation and original materials. During authorised access, you receive a limited, non-exclusive right to use the service for the purposes and limits of your agreement. You do not receive a right to resell the service or use the Asiri brand as an endorsement without permission.

Your customer content remains yours. Rights in professional deliverables are determined by the applicable engagement agreement and law. Open-source components remain governed by their licences. Feedback can be used to improve the service, but does not give us permission to disclose your confidential information.

13

Suspension and termination

We may restrict access where reasonably necessary to address a security threat, unlawful activity, a valid legal requirement, material misuse or overdue undisputed charges. Restrictions should be proportionate to the issue and limited to affected access where practicable.

Where it is safe and lawful, we should explain the reason, give reasonable notice and an opportunity to remedy the issue, and provide a contact route to challenge a mistake. Urgent threats may require immediate action. Access should be restored when the reason for a temporary restriction is resolved.

Either party may terminate for a material breach that remains unremedied after a reasonable written opportunity to cure, or immediately where the breach cannot reasonably be remedied or continuation would be unlawful. Customer cancellation and refunds are addressed above. Ending the software agreement does not extinguish obligations already incurred or separate professional agreements.

14

Export, deletion and leaving Asiri

Arrange export before closing a workspace. Customers may use available export controls or request assistance. We should provide a reasonable opportunity to obtain customer content on exit, subject to legal and security requirements; routine export should not be made conditional on buying a new plan.

Deleting an individual account is different from deleting an organisation’s workspace. A user cannot require deletion of records controlled by its employer or client merely by closing its own account. Workspace deletion requires appropriate authority.

Deletion and retention follow applicable law and the agreed processing terms. Limited billing, legal, security or dispute records may need to be retained for lawful purposes, and backup deletion may follow the applicable backup cycle. A specific export window or deletion schedule must be stated in the agreed processing terms rather than assumed from this draft.

15

Responsibility and liability — proposed allocation

Each party is responsible for loss caused by its own breach, negligence or other legally actionable conduct. A customer’s duty to review its records does not excuse a failure by Asiri to perform its agreed obligations. Both parties should take reasonable steps to limit avoidable loss.

Proposed commercial cap: subject to the exceptions below and mandatory law, each party’s aggregate liability arising from the software agreement in a rolling 12-month period would be limited to the greater of ₦500,000 and the software fees paid or payable for that period. Professional fees passed to an independent provider and statutory fees would not count as software fees.

The proposed cap would not apply to fraud, deliberate misconduct, breach of confidentiality or data protection obligations, infringement of another party’s intellectual property, payment obligations properly due, or any liability that cannot lawfully be limited. Nothing excludes mandatory consumer remedies or compensation rights under applicable law.

Subject to those exceptions and mandatory law, neither party would be liable for remote or indirect losses that were not reasonably foreseeable when the agreement was made. No category of loss should be excluded merely by labelling it indirect if the law treats it otherwise.

This proposed allocation, including the amount and exceptions, needs commercial and Nigerian legal review before adoption. It is not an existing agreed limitation of anyone’s rights.

16

Complaints, governing law and disputes

Contact Asiri with a description of the issue, the account or engagement involved and the outcome requested. We should investigate in good faith and try to resolve the issue directly. For a privacy or security issue, write to security@asiri.ng.

Proposed governing law: the laws of the Federal Republic of Nigeria. Subject to mandatory jurisdiction and consumer rights, disputes may be brought before a competent court in Lagos State, Nigeria. The parties may agree to mediation for a particular dispute, but this draft does not impose compulsory arbitration or a waiver of group remedies.

Nothing prevents either party seeking urgent relief or contacting a competent regulator. You may take privacy concerns to the NDPC and relevant consumer concerns to the FCCPC without first obtaining Asiri’s agreement.

17

Changes, notices and general provisions

A final version must identify its version and effective date and be presented through the applicable acceptance process. We should give advance notice of material changes and explain when they apply. Changes must not retrospectively rewrite an accepted order or extinguish an accrued claim.

Service notices may be sent to the current account or billing contact or through the application, as appropriate. A failure to enforce a provision once does not waive it. If a provision is unenforceable, the remaining provisions continue so far as lawful.

Neither party may transfer an agreement in a way that removes the other party’s mandatory rights. Any permitted business transfer must preserve applicable confidentiality, data protection and service obligations. Events outside reasonable control do not excuse payment errors, duties already accrued or obligations that cannot lawfully be excused.

ASIRI Compliance Ltd · RC 9545197 · 2 Famuyiwa Obodo Street, Lambasa, Ajah, Lagos State, Nigeria. Use our contact form for contract questions and legal notices, or security@asiri.ng for privacy and security matters.