TERMS OF USE

Parties

These Terms of Use (“Terms”) constitute a binding agreement between Dojah Technologies Limited, a company incorporated under the laws of the Federal Republic of Nigeria with registered office at [Insert address] (“Dojah”, “we”, “us”, or “our”), and the entity that registers for, subscribes to, or otherwise uses the Profiled Risk platform (“Client”, “you”, or “your”).

Purpose

Profiled Risk is a business-to-business software-as-a-service solution that aggregates, analyses and scores customer data provided by Clients for the purpose of fraud detection, risk assessment and compliance support.

These Terms set out the contractual rights and obligations of the parties in respect of Client access to and use of Profiled Risk.

Incorporated Documents

These Terms incorporate and are subject to the Profiled Risk Privacy Policy, the Data Processing Agreement (DPA) (where executed), any applicable Order Form or Service Schedule executed between the parties, and the Documentation.

To the extent of any conflict, the order of precedence shall be:

• a signed DPA or Service Agreement;
• these Terms;
• the Privacy Policy; and
• Documentation.

Acceptance; Formation of Contract

• By (a) registering for an Account via the Platform;
• (b) clicking an “I accept” button presented with these Terms;
• (c) executing a separate Service Agreement that references these Terms; or
• (d) otherwise accessing or using the Platform, the Client accepts and agrees to be bound by these Terms.

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

Scope of Service

Dojah will provide access to the Platform as described in the Documentation and any applicable Order Form. Dojah provides the Platform as a B2B processor service only; Dojah does not provide legal advice to Clients and does not act as the data controller for Client data (except where expressly stated in a separate written agreement).

Reserved Rights

Dojah reserves all rights not expressly granted to the Client under these Terms. Dojah may modify, suspend, or discontinue any aspect of the Platform (including features, APIs, Documentation and pricing) at any time, provided that Dojah shall use reasonable efforts to give advance notice of material changes.

Applicability to Authorised Users

These Terms apply to the Client and its Authorised Users (as defined in the Privacy Policy). The Client is responsible for any acts or omissions of its Authorised Users in connection with the Platform and for ensuring that Authorised Users comply with these Terms.

Eligibility

Access to the Platform is limited to corporate entities, regulated institutions, or duly registered organisations. By registering for an Account, the Client represents and warrants that:

• it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction;
• it has the full power and authority to enter into and perform its obligations under these Terms; and
• its use of the Platform does not violate any applicable law, regulation, or contractual obligation.

Authorised Representatives

Only duly authorised representatives of the Client may create or manage the Client’s Account. The Client is responsible for ensuring that all Authorised Users have appropriate access rights and that such access is promptly revoked when no longer required.

Account Registration

To access the Platform, the Client must complete the registration process and provide accurate, current, and complete information as requested by Dojah. The Client agrees to keep its account information updated at all times.

Account Security

The Client shall:

• maintain the confidentiality and security of its login credentials;
• ensure that only Authorised Users use its credentials; and
• promptly notify Dojah at [email protected] of any unauthorised use or suspected breach of its Account.

The Client acknowledges that it is solely responsible for all activities that occur under its Account, whether or not authorised by the Client. Dojah shall not be liable for any loss or damage arising from the Client’s failure to maintain the security of its Account.

Verification

Dojah reserves the right to verify the Client’s identity or corporate status at any time and may request supporting documentation (such as a CAC certificate or regulatory licence) to confirm eligibility. Access may be delayed or denied until verification is complete.

Multiple Accounts

Unless expressly approved by Dojah, a Client may maintain only one active Account. Creation of duplicate or fraudulent Accounts constitutes a material breach of these Terms.

Account Suspension

Dojah reserves the right to suspend or restrict access to the Platform if: Such suspension shall not relieve the Client of any existing payment or legal obligations.

• (a) the Client provides false, incomplete, or misleading information;
• (b) Dojah reasonably suspects unauthorised use or security compromise; or
• (c) continued access may violate applicable law or regulatory requirements.

Such suspension shall not relieve the Client of any existing payment or legal obligations.

Description of Services

Dojah provides Clients with access to the Profiled Risk Platform, a business-to-business (B2B) risk analytics and fraud-prevention solution that enables data aggregation, profiling, scoring, and case management for fraud and compliance use cases.

The Services include:

• access to the Platform via dashboard or API integration;
• hosting, maintenance, and technical support for Platform functionality; and
• documentation, updates, and other ancillary services necessary for the operation of the Platform.

The specific features available to the Client depend on the subscription tier, integrations, and any supplementary agreements executed with Dojah.

Access Rights

Subject to these Terms and the timely payment of applicable fees, Dojah grants the Client a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform for its internal business purposes during the Term.

The Client shall not:

• sublicense, resell, lease, or otherwise make the Platform available to any third party;
• reverse engineer, decompile, or attempt to extract source code from the Platform;
• interfere with or disrupt the integrity or performance of the Platform; or
• use the Platform to process data for any unlawful purpose.

Service Availability

Dojah will use commercially reasonable efforts to maintain the availability and performance of the Platform. However, Dojah does not guarantee uninterrupted or error-free operation and may temporarily suspend access for:

• (a) scheduled maintenance or upgrades;
• (b) emergency security patches or fixes;
• (c) events beyond Dojah’s reasonable control (see Section 15 — Force Majeure).

Where feasible, Dojah will provide reasonable notice of planned downtime via email or the Client dashboard.

Platform Updates and Modifications

Dojah may modify, enhance, or update the Platform at any time, including introducing new features, improving security, or discontinuing outdated functionalities. Significant updates that materially affect service delivery will be communicated to Clients in advance. Such modifications will not reduce the overall level of data protection or materially diminish the functionality of the Platform without the Client’s consent.

Third-Party Integrations

The Platform may interoperate with third-party systems, tools, or APIs (e.g., sanctions lists, AML data providers, or device fingerprinting services). Dojah is not responsible for:

• (a) any third-party system’s availability, accuracy, or performance; or
• (b) the Client’s configuration or authorisation of such third-party integrations.

Where a third-party service processes personal data, it shall do so as an independent controller or approved sub-processor under applicable data-protection laws.

Trial and Beta Features

From time to time, Dojah may make trial, beta, or pre-release versions of certain features available to Clients. Such features are provided “as-is” for evaluation purposes only, may be modified or withdrawn at any time, and are not subject to service-level commitments or warranties.

Client Dependencies

Dojah shall not be responsible for any performance issues arising from Client systems, third-party tools, or data inaccuracies.

• (a) accurate and complete Client Data;
• (b) stable internet connectivity and system configuration on the Client’s end; and
• (c) adherence to integration guidelines and Documentation provided by Dojah.

Dojah shall not be responsible for any performance issues arising from Client systems, third-party tools, or data inaccuracies.

Service Suspension and Termination for Cause

Dojah reserves the right to suspend or restrict access to the Platform immediately where:

• (a) Dojah reasonably suspects that the Platform is being used for fraudulent, unlawful, or abusive activities;
• (b) the Client violates these Terms or applicable law;
• (c) the Client fails to pay applicable fees after due notice; or
• (d) suspension is necessary to prevent harm to the Platform or other Clients.

Such suspension shall remain in effect until the issue is resolved to Dojah’s satisfaction or until termination under Section 13 (Term and Termination).

No Guarantee of Outcomes

The Platform provides analytical insights and risk scores based on data and logic supplied by the Client. Dojah does not guarantee the accuracy, completeness, or suitability of any risk score, decision, or output for a particular purpose. The Client acknowledges that the Platform’s results are intended to support, not replace, the Client’s own risk, fraud, and compliance decision-making processes.

Compliance with Laws

Clients shall use the Profiled Risk Platform only in accordance with all applicable laws, regulations, and industry standards, including but not limited to data protection, privacy, anti-money laundering (AML), counter-terrorism financing (CTF), and financial crime prevention laws.

The Client is solely responsible for ensuring that its use of the Platform aligns with:

• applicable regulatory obligations in its sector;
• contractual commitments to its own customers and partners; and
• its internal compliance, data-governance, and risk-management policies.

Lawful Data Collection and Transmission

The Client shall:

• ensure that all personal data transmitted to the Platform has been collected lawfully and with an appropriate legal basis (such as consent, contractual necessity, or legitimate interest);
• provide clear and compliant privacy notices to its own customers (Data Subjects) disclosing the use of Dojah as a data-processing partner; and
• maintain all records of consent, authorisation, or other legal bases for the processing of personal data supplied to the Platform.

Dojah shall not be responsible for verifying the Client’s lawful basis or consent, and the Client shall indemnify Dojah for any breach of these obligations.

Accuracy and Quality of Data

The Client must ensure that all data submitted to the Platform is accurate, complete, and up to date. Dojah shall have no liability for any results, reports, or risk scores generated from inaccurate, incomplete, or outdated data provided by the Client.

Acceptable Use Restrictions

Clients shall not, directly or indirectly:

• use the Platform to process, transmit, or store data unlawfully or in violation of third-party rights;
• use the Platform in a manner that could damage, disable, or impair Dojah’s infrastructure or networks;
• access or attempt to access other Clients’ data or Platform components without authorisation;
• use automated scripts or scraping tools to extract Platform data or content;
• use the Platform to create a competing product or reverse-engineer Dojah’s technology; or
• transmit malicious code, viruses, or other harmful materials through the Platform.

Violation of this clause may result in immediate suspension or termination of access, without prejudice to Dojah’s other legal remedies.

Security Responsibilities

The Client shall implement and maintain appropriate technical and organisational measures within its own systems to ensure the confidentiality, integrity, and availability of any data transmitted to or from the Platform. The Client must promptly notify Dojah of any unauthorised access, data breach, or misuse of the Platform discovered on its end.

Account Management

The Client is responsible for maintaining the confidentiality of its Platform credentials, API keys, and user access controls. All actions performed through the Client’s account shall be deemed authorised by the Client. Dojah shall not be liable for unauthorised access arising from the Client’s failure to secure its credentials or systems.

Prohibited Activities

The Client agrees not to use the Platform for:

• credit scoring, employment screening, or automated decision-making that produces legal or significant effects without human review;
• discrimination or profiling based on race, religion, gender, political belief, or other protected characteristics;
• illegal surveillance or tracking of individuals; or
• any purpose prohibited by Applicable Law or this Agreement.

Audit and Compliance Cooperation

The Client shall cooperate with Dojah to demonstrate compliance with data protection and platform usage requirements, including by providing reasonable information upon request related to its data sources, configurations, or user actions.

Consequences of Misuse

If Dojah reasonably suspects that the Platform is being used in violation of these Terms, it may:

• (a) suspend or restrict the Client’s access;
• (b) remove or disable offending data; and/or
• (c) report the activity to relevant authorities or regulators where legally required.

Such actions do not limit Dojah’s right to seek damages or enforce other remedies available under law or contract.

Service Provision and Availability

Dojah shall provide access to the Platform in accordance with these Terms and any applicable Service Level Agreements (SLAs). Dojah will use commercially reasonable efforts to maintain system uptime and performance, excluding downtime due to maintenance, force majeure, or third-party service dependencies.

Data Protection Compliance

Dojah shall process personal data on behalf of the Client strictly in accordance with: Dojah shall not process personal data for its own purposes except as described in the Privacy Policy (e.g., service monitoring, billing, and compliance).

• (a) the Client’s documented instructions;
• (b) these Terms and the Privacy Policy; and
• (c) Applicable Data Protection Laws, including the NDPA 2023 and, where relevant, the GDPR.

Dojah shall not process personal data for its own purposes except as described in the Privacy Policy (e.g., service monitoring, billing, and compliance).

Technical and Organisational Measures

Dojah shall maintain appropriate technical and organisational security measures to safeguard personal data against unauthorised access, alteration, disclosure, or destruction. Such measures include encryption in transit and at rest, multi-factor authentication (MFA), access logging, vulnerability testing, and staff confidentiality training.

Confidentiality

All personal data and Client-related information processed through the Platform shall be treated as confidential. Dojah shall ensure that all employees, agents, and sub-processors authorised to access such data are subject to strict confidentiality obligations.

Sub-Processors

Dojah may engage sub-processors to support the delivery of the Platform (e.g., AWS hosting, AML services, analytics tools). All sub-processors are bound by data protection and confidentiality obligations consistent with Dojah’s own obligations. A list of current sub-processors shall be made available upon request or as specified in the Privacy Policy.

Incident Management and Breach Notification

In the event of a personal data breach or security incident, Dojah shall:

• promptly investigate and mitigate the incident;
• notify the affected Client(s) without undue delay once verified; and
• provide sufficient information to enable the Client to meet its legal or regulatory obligations.

Dojah shall maintain logs and records of incidents in accordance with its internal breach management policy.

Support and Cooperation

Dojah shall provide reasonable assistance to Clients in meeting their compliance obligations, including:

• responding to Data Subject rights requests (where requested by the Client);
• assisting in breach notifications to authorities or Data Subjects; and
• providing relevant documentation for audits or regulatory reviews.

Additional support beyond standard obligations may be subject to reasonable service fees.

Service Improvements and Monitoring

Dojah may collect and analyse anonymised or aggregated usage data to improve the Platform’s performance, reliability, and fraud detection capabilities. Such data shall not identify any Client or Data Subject and shall be processed in accordance with the Privacy Policy.

No Guarantee of Accuracy or Results

Dojah provides analytical and risk insights based on data received and configurations defined by the Client. Dojah makes no warranty as to the accuracy, completeness, or suitability of any risk score, output, or analysis for the Client’s business decisions. The Client remains solely responsible for interpreting results and determining appropriate actions based on them.

Fees and Pricing

Use of the Profiled Risk Platform is subject to the applicable subscription fees set out in the Client’s Order Form, Service Agreement, or published pricing schedule. All fees are quoted exclusive of taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes (excluding taxes based on Dojah’s income).

Subscription and Payment Terms

The Platform is offered on a subscription basis.

• Clients sign up using a valid payment method (e.g., credit or debit card).
• The subscription fee is automatically debited at the frequency specified in the Order Form or Service Agreement (typically monthly).
• The Client may cancel the subscription at any time, in which case the subscription will remain active until the end of the current billing period, after which no further charges will be made.
• Unless otherwise agreed in writing, invoices are issued monthly or as specified in the applicable Service Agreement.
• Payment is due within thirty (30) days of the invoice date, unless a different payment term is expressly stated in the Client’s Service Agreement or Order Form.
• Payments must be made in the currency and to the bank account indicated on the invoice.
• Failure to pay any undisputed invoice when due may result in suspension or limitation of access to the Platform until full payment is received.

Disputed Charges

• If the Client disputes any invoice, it must notify Dojah in writing within ten (10) business days of receipt, providing reasonable details of the dispute.
• The Client shall pay all undisputed amounts while the dispute is being investigated.
• Parties shall work in good faith to resolve any billing disputes promptly.

Late Payment

Dojah reserves the right to suspend Platform access or terminate the Agreement in the event of persistent non-payment.

Fee Adjustments

• Dojah may review and adjust its fees periodically to reflect changes in operational costs, market conditions, or product enhancements.
• Material fee changes shall be communicated to the Client at least thirty (30) days in advance.
• Continued use of the Platform after such notification constitutes acceptance of the revised pricing.

No Refunds

• Unless otherwise required by law or agreed in writing, all payments made to Dojah are non-refundable.
• Suspension or termination of access due to Client breach, non-compliance, or voluntary cancellation does not entitle the Client to any refund or credit for prior billing periods.

Taxes

• The Client shall be responsible for all applicable taxes, duties, and levies arising from payments made under these Terms, other than taxes imposed on Dojah’s income.
• If withholding tax applies, the Client must provide Dojah with an official tax receipt or certificate evidencing such deduction.

Compliance with Data Protection Laws

Both parties shall comply with all Applicable Data Protection Laws, including the NDPA 2023, NDPR, and, where applicable, the GDPR. Dojah acts as a Data Processor, and the Client acts as a Data Controller, in accordance with the Privacy Policy and any Data Processing Agreement executed between the parties.

Confidential Information

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) relating to the business, data, technology, or operations of the Disclosing Party.

Both parties agree to:

• use Confidential Information solely for the purposes of performing obligations under these Terms;
• restrict disclosure to those employees, agents, or sub-contractors who need access for permitted purposes; and
• protect such information with at least the same degree of care used to protect their own confidential information (but not less than reasonable care).

Exclusions

Confidential Information does not include information that:

• is or becomes publicly known without breach of this Agreement;
• was already lawfully known to the Receiving Party prior to disclosure;
• is independently developed without reference to the Disclosing Party’s Confidential Information; or
• is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party where legally permissible.

Data Security Measures

Dojah shall implement appropriate technical and organisational measures to ensure the confidentiality, integrity, and availability of personal data processed through the Platform. Such measures include:

• Encryption of data at rest and in transit;
• Multi-factor authentication and role-based access controls;
• Regular penetration testing and security reviews; and
• Incident monitoring, detection, and response mechanisms.

Data Processing and Use

Dojah shall process personal data solely on the Client’s documented instructions and only for the purposes necessary to deliver the Platform’s services. Dojah shall not sell, share, or use personal data for advertising or marketing purposes. Any independent processing by Dojah (e.g., for billing or compliance) shall be limited and carried out in accordance with the Privacy Policy.

Sub-Processors

Dojah may engage sub-processors to support Platform operations (e.g., hosting, analytics, or compliance tools), provided that such sub-processors:

• (a) are bound by equivalent data protection obligations;
• (b) are subject to due diligence by Dojah; and
• (c) process data only for authorised purposes.

A current list of sub-processors is maintained and made available upon request.

Incident Response and Breach Notification

If Dojah becomes aware of a personal data breach, it shall:

• (a) promptly assess and contain the incident;
• (b) notify the Client without undue delay; and
• (c) provide sufficient information for the Client to meet its own legal reporting obligations.

Dojah shall cooperate fully in any subsequent investigation or remediation efforts.

Data Transfers

Where data is transferred outside Nigeria, Dojah shall ensure that such transfers are made in compliance with Applicable Data Protection Laws and that appropriate safeguards are in place (e.g., contractual clauses, encryption, or equivalent mechanisms).

Return or Deletion of Data

Upon termination or expiry of the Agreement, and upon written request from the Client, Dojah shall delete or return all personal data processed on the Client’s behalf within a reasonable period, except where retention is required by law. Deletion may be subject to Dojah’s technical and legal constraints as described in the Privacy Policy.

Survival

The obligations under this Section 8 shall survive termination or expiration of this Agreement for as long as either party retains access to, or control of, any Confidential Information or personal data.

Platform Ownership

All intellectual property rights, title, and interest in and to the Profiled Risk Platform, including its software, source code, algorithms, risk models, dashboards, user interface, documentation, and any enhancements or modifications, are and shall remain the sole property of Dojah Technologies Limited or its licensors. The Client acknowledges and agrees that no rights, title, or interest in the Platform are transferred to the Client except as expressly granted under these Terms.

Client Data Ownership

The Client retains all ownership rights in the data, information, or content it submits, uploads, transmits, or otherwise makes available to the Platform (“Client Data”). Dojah shall have no ownership rights in Client Data. The Client grants Dojah a limited, non-exclusive, royalty-free license to access, store, process, and use Client Data solely for the purposes of providing the Platform’s services in accordance with these Terms, the Privacy Policy, and any executed DPA.

License to Use the Platform

Subject to these Terms and timely payment of applicable fees, Dojah grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for its internal business purposes during the Term. The Client shall not:

• sublicense, lease, rent, or otherwise make the Platform available to any third party;
• copy, reproduce, modify, or create derivative works of the Platform, except as expressly permitted in the Documentation;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Platform; or
• use the Platform to develop a competing product or service.

Feedback and Suggestions

If the Client provides Dojah with any feedback, suggestions, or recommendations regarding the Platform (“Feedback”), the Client agrees that:

• (a) Dojah may use, incorporate, and exploit such Feedback without restriction or compensation to the Client; and
• (b) the Client irrevocably assigns to Dojah all rights, title, and interest in any intellectual property resulting from such Feedback.

9.5 Third-Party Materials

The Platform may include or integrate with third-party software, tools, or data services. All intellectual property rights in such third-party materials remain with the respective third-party owner. The Client’s use of such materials is subject to any additional terms, licenses, or restrictions imposed by the third party.

Platform Warranty

Dojah warrants that it will provide the Platform in a professional and workmanlike manner consistent with industry standards and in accordance with these Terms and any applicable Service Level Agreement (SLA).

No Other Warranties

Except as expressly stated in Section 10.1, the Platform is provided “as-is” and “as available,” and Dojah disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
• any warranty regarding uninterrupted or error-free operation; or
• any warranty as to the accuracy, completeness, or reliability of risk scores, reports, or other outputs generated by the Platform.

Client Responsibility

The Client acknowledges that:

• results produced by the Platform depend on the accuracy and completeness of Client Data;
• the Platform is intended to support, not replace, the Client’s own risk, fraud, and compliance decision-making processes; and
• Dojah does not guarantee specific outcomes, detection of all fraudulent activity, or compliance with applicable laws or regulations.

Third-Party Services

Dojah makes no warranties regarding third-party software, tools, or services integrated with the Platform. The Client’s use of such third-party services is at the Client’s own risk and subject to the applicable third-party terms.

Exclusive Remedy

The Client’s exclusive remedy for any breach of the warranty in Section 10.1 shall be the correction of defects by Dojah in accordance with the SLA or, if Dojah is unable to correct such defects within a reasonable period, termination of the affected portion of the service with a pro-rata refund of fees paid for that portion.

Exclusion of Certain Damages

To the maximum extent permitted by law, in no event shall Dojah, its affiliates, officers, directors, employees, or agents be liable for:

• any indirect, incidental, consequential, special, punitive, or exemplary damages;
• loss of revenue, profits, business opportunities, or anticipated savings; or
• loss, alteration, or corruption of data, whether arising from contract, tort (including negligence), or otherwise, even if Dojah has been advised of the possibility of such damages.

Cap on Liability

Dojah’s aggregate liability arising out of or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Dojah for the Platform during the twelve (12) months immediately preceding the event giving rise to the claim.

Exceptions

The limitations in Sections 11.1 and 11.2 shall not apply to:

• liability arising from Dojah’s gross negligence, willful misconduct, or fraud;
• breach of Section 8 (Data Protection and Confidentiality); or
• indemnification obligations owed by the Client under these Terms.

Allocation of Risk

The Client acknowledges that it has reviewed and considered the limitations of liability in this Section and agrees that such limitations are a material element of the agreement, allowing Dojah to offer the Platform at the stated fees.

Client Indemnity

The Client shall indemnify, defend, and hold harmless Dojah, its affiliates, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• any breach by the Client of these Terms, including misuse of the Platform or violation of Applicable Laws;
• any infringement or alleged infringement of third-party intellectual property rights resulting from the Client’s use of the Platform or Client Data;
• any unlawful collection, transmission, or processing of personal data by the Client, including failure to obtain necessary consents; or
• the Client’s violation of applicable regulatory obligations, contractual obligations to its own customers, or third-party agreements.

Dojah Indemnity

Dojah shall indemnify, defend, and hold the Client harmless from and against claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) Dojah’s willful misconduct, or fraud in connection with the provision of the Platform; or (b) breach of Section 8 (Data Protection and Confidentiality) by Dojah or its sub-processors.

Procedure

To invoke indemnification under this Section 12, the Indemnified Party must:

• provide prompt written notice to the indemnifying party;
• allow the indemnifying party sole control of the defence and settlement of such claim (subject to exceptions); and
• provide reasonable cooperation at the indemnifying party’s expense.

Limitation

The indemnification obligations in this Section 12 are subject to the limitations of liability set forth in Section 11, except in cases of willful misconduct, or fraud.

Term

These Terms shall remain in effect from the Effective Date until terminated in accordance with this Section 13 (the “Term”).

Termination by Either Party

Either party may terminate these Terms, in whole or in part, upon written notice to the other party if:

• the other party materially breaches any of its obligations under these Terms and fails to cure such breach within thirty (30) days of receipt of written notice;
• the other party becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to any bankruptcy or similar proceedings; or
• termination is required by law or regulatory authorities.

Termination or Cancellation by the Client

The Client may cancel its subscription at any time by providing written notice to Dojah.

• Cancellation will take effect at the end of the current billing period, after which no further subscription fees will be charged.
• Cancellation does not relieve the Client of any outstanding obligations for fees or charges accrued prior to the end of the current billing period.

Termination or Suspension by Dojah

Dojah may terminate or suspend the Client’s access to the Platform immediately, in whole or in part, for any reason, including but not limited to:

• (a) the Client’s repeated non-payment of fees;
• (b) suspected fraudulent, illegal, or abusive use of the Platform; or
• (c) violation of these Terms that, in Dojah’s reasonable judgment, poses a risk to the Platform, its security, or other Clients.

Effect of Termination

Upon termination or expiry of these Terms:

• all licenses granted to the Client shall immediately cease;
• the Client shall promptly pay all outstanding fees and charges;
• the Client shall return or delete any Platform documentation or confidential information in its possession; and
• Dojah shall, upon written request, return or delete Client Data in accordance with Section 8.9 (Return or Deletion of Data), except as required to be retained by law.

Survival

The following Sections shall survive any termination or expiration: Sections 1 (Introduction and Scope), 2 (Definitions), 5 (Client Obligations and Acceptable Use), 6 (Dojah’s Obligations), 8 (Data Protection and Confidentiality), 9 (Intellectual Property), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14–17 (Miscellaneous, Force Majeure, Governing Law, Notices).

Entire Agreement

These Terms, together with the Privacy Policy, DPA (if executed), Order Forms, Service Schedules, and Documentation, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or communications, whether written or oral.

Amendments

Dojah may update or amend these Terms from time to time. Significant updates will be communicated to the Client in advance. Continued use of the Platform after such notice constitutes acceptance of the revised Terms.

Assignment

The Client may not assign or transfer any rights or obligations under these Terms without Dojah’s prior written consent. Dojah may assign or transfer its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, provided that the Client is not materially disadvantaged.

No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of such right, nor shall any single or partial exercise preclude any other or further exercise of that or any other right.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.

Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other in any manner.

Definition

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, fire, flood, explosion, war, terrorism, strikes, civil unrest, power or telecommunication failures, pandemics, or government action (“Force Majeure Event”).

Notification

The affected party must promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its impact.

Suspension of Performance

Performance affected by a Force Majeure Event shall be suspended for the duration of the event. If the event continues for more than sixty (60) days, either party may terminate the affected obligations without liability, except for obligations accrued prior to the event.

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 principles.

Dispute Resolution

(a) Negotiation: The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiations.

(b) Arbitration: If the dispute is not resolved within thirty (30) days of written notice, the dispute shall be referred to arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004, or any successor legislation.

(c) Arbitrator: The arbitration shall be conducted by a sole arbitrator agreed upon by the parties, or, failing agreement, appointed by the Arbitration and Conciliation Institute of Nigeria (ACIN).

(d) Award: The arbitration award shall be final and binding, and judgment on the award may be entered in any competent court.

Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

Method of Notice

All notices under these Terms shall be in writing and delivered:

• personally;
• by registered or certified mail, return receipt requested;
• by nationally recognized overnight courier; or
• by email to the designated contact address.

Addresses

For Dojah:

[email protected], [email protected]

For Client: to the primary contact email or address provided during registration or as updated in writing.

Effective Date of Notices

Notices shall be effective upon receipt, except for email notices, which shall be deemed received one (1) business day after transmission, unless the sender receives a failure notice.