Governing Corporate and Individual Use of TaxNigeria AI Computational Systems • Last Updated: 2026
PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT CONTAINS A STRICT NON-RELIANCE DISCLAIMER, RESTRAINT ON UNAUTHORIZED TAX/LEGAL PRACTICE, LIMITATIONS OF STATUTORY LIABILITIES UNDER THE FCCPA 2018, DATA PROCESSING PROTOCOLS UNDER THE NDPA 2023, AND A MANDATORY DISPUTE RESOLUTION MECHANISM PRECLUDING COURT LITIGATION PRIOR TO MEDIATION.
1.1. In these Terms of Service (the "Agreement"), the following capitalized terms shall have the respective meanings assigned to them:
2.1. Binding Legal Contract: By clicking "I Agree", creating an account, accessing the API, or utilizing any functionality of the Service, you represent and warrant that you possess the full legal capacity to enter into this legally binding agreement.
2.2. Corporate Authority: If you are executing this Agreement on behalf of a corporate entity, partnership, or enterprise, you explicitly warrant that you are an authorized officer, director, or designated agent with legal power to bind said entity to all provisions herein.
3.1. Automated Informational Tool Only: The Service operates strictly as an advanced, automated information retrieval and heuristic computational software engine. The Company is an independent software technology vendor and is NOT a registered tax consultancy, audit firm, accounting partnership, or legal practitioner under the Chartered Institute of Taxation of Nigeria (CITN) Act (Cap C10 LFN 2004), the Institute of Chartered Accountants of Nigeria (ICAN) Act, or the Legal Practitioners Act (LPA).
3.2. No Fiduciary or Advisory Relationship: The provision of Generated Output shall not establish any fiduciary, attorney-client, accountant-client, or tax practitioner-client relationship between the Company and the User. All calculations, estimates, statutory interpretations, and filing calendars are for educational, preliminary scenario-modelling, and heuristic assessment only.
3.3. Mandatory Independent Verification: Nigerian tax legislation is subject to dynamic legislative amendment, discretionary audits, and conflicting administrative circulars by Statutory Tax Authorities. You Expressly Agree That All Generated Outputs Must Be Independently Audited, Reconciled, And Confirmed by A Duly Licensed CITN/ICAN Tax Practitioner or Legal Practitioner Prior to Statutory Filing, Remittance, or Administrative Action.
4.1. Probabilistic Nature & Hallucinations: You expressly acknowledge that Generative Artificial Intelligence and Large Language Models (LLMs) are probabilistic systems. The Platform may generate synthetic outputs that are mathematically inaccurate, syntactically convincing but legally erroneous, obsolete, incomplete, or subject to "hallucinations".
4.2. No Performance Guarantee: The Company warrants no absolute accuracy, completeness, or fitness for purpose regarding any specific tax position, withholding tax exemption, pioneer status incentive, double taxation relief, or audit defense.
5.1. Lawful and Ethical Conduct: The User agrees to comply strictly with all applicable laws of the Federal Republic of Nigeria, including the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended 2024), the Money Laundering (Prevention and Prohibition) Act 2022, and the Terrorism (Prevention and Prohibition) Act 2022.
5.2. Prohibited Operations: The User shall NOT, directly or indirectly:
6.1. Statutory Compliance: The Company processes personal, corporate, and financial data strictly in compliance with the Nigeria Data Protection Act (NDPA) 2023 and our published Privacy Policy.
6.2. User Representations on Third-Party Data: If the User uploads payroll data, employee NINs, BVNs, salary deductions, or client records, the User warrants that it is the lawful Data Controller and has procured all requisite statutory consents and provided adequate privacy notices under Sections 24–26 of the NDPA 2023.
6.3. Model Training and Confidentiality: The Company warrants that it DOES NOT use User Data (including uploaded proprietary financial statements, corporate ledger extracts, and identified individual tax profiles) to train, fine-tune, or calibrate public foundational artificial intelligence models. De-identified, aggregated heuristic metrics may be processed exclusively for internal system diagnostic optimization.
6.4. Cross-Border Data Hosting: You acknowledge and consent that encrypted data packets and compute requests may be routed through high-security tier-3 cloud infrastructure and server clusters situated outside Nigeria, executed under standard contractual clauses ensuring adequate data protection in compliance with NDPA Part V.
7.1. Company Proprietary Rights: The Company retains sole and exclusive ownership of all right, title, and interest (including copyright under the Copyright Act 2022, trademark, patent, and trade secret rights) in and to the Platform, UI/UX architecture, algorithms, calculation engines, databases, prompt configurations, brand assets, and documentation.
7.2. User Data Ownership: The User retains all underlying proprietary rights and ownership in and to their raw User Data submitted to the Service.
7.3. Generated Output License: Subject to full compliance with this Agreement and timely payment of subscription fees, the Company grants the User a worldwide, non-exclusive, non-transferable, royalty-free license to access, export, download, and utilize the Generated Output for internal commercial, personal, or corporate tax compliance purposes.
8.1. Fees and Taxes: Subscription fees for premium computational tiers, API volumes, and enterprise access are quoted exclusive of statutory Value Added Tax (VAT), which shall be calculated and remitted in accordance with the Value Added Tax Act.
8.2. Recurring Billing: Premium recurring subscriptions renew automatically on a monthly or annual billing cycle. Users may cancel renewals via their account dashboard at any time prior to the commencement of the subsequent billing cycle.
8.3. Fair Refund Policy: In alignment with the Federal Competition and Consumer Protection Act (FCCPA) 2018, refund requests submitted within fourteen (14) calendar days of an initial recurring billing error or non-provision of service resulting from sustained system outage exceeding seventy-two (72) consecutive hours shall be processed on a pro-rata basis.
The User agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees, affiliates, licensors, and technical service providers from and against any and all claims, statutory penalties, civil actions, damages, liabilities, losses, costs, and expenses (including reasonable legal and professional fees) arising out of or related to: (a) your breach of this Agreement; (b) any misrepresentation or inaccuracy in User Data; (c) any third-party tax audit, reassessment, penalty, or interest levied by Statutory Tax Authorities resulting from your unverified reliance on Generated Output; or (d) your infringement of third-party privacy or intellectual property rights.
10.1. DISCLAIMER OF WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE FEDERAL REPUBLIC OF NIGERIA, THE SERVICE AND ALL GENERATED OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.2. CONSEQUENTIAL DAMAGES EXCLUSION: IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, ANTICIPATED SAVINGS, REPUTATION, DATA, STATUTORY TAX FINES, DELINQUENCY PENALTIES, OR DEFAULT CHARGES ASSESSED BY REVENUE AUTHORITIES.
10.3. AGGREGATE MONETARY LIABILITY CAP: PURSUANT TO SECTION 127 OF THE FCCPA 2018 AND GENERAL COMMERCIAL PRINCIPLES, THE TOTAL CUMULATIVE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, FROM ALL CAUSES OF ACTION, SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AGGREGATE FEES ACTUALLY PAID BY THE USER TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) FIFTY THOUSAND NAIRA (NGN 50,000.00).
11.1. Termination for Convenience: Either party may terminate this Agreement at any time by closing the account and ceasing all use of the Platform.
11.2. Immediate Termination for Cause: The Company reserves the right to immediately suspend or revoke User access without prior notice upon: (a) reasonable suspicion of fraud, money laundering, or illegal tax evasion; (b) technical breaches, prompt injections, or security violations; (c) non-payment of accrued subscription invoices; or (d) regulatory directive issued by the NDPC, FCCPC, or competent law enforcement authority.
12.1. Governing Law: This Agreement shall be governed by, interpreted, and construed in accordance with the substantive laws of the Federal Republic of Nigeria.
12.2. Amicable Negotiation: In the event of any controversy, claim, or dispute arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the dispute through executive negotiations within fourteen (14) business days of written notice.
12.3. Mediation: If unresolved via negotiation, the dispute shall be submitted to statutory mediation administered by the Lagos Multi-Door Courthouse (LMDC) or the Abuja Multi-Door Courthouse (AMDC) in accordance with the Arbitration and Mediation Act (AMA) 2023. The mediation proceedings shall be conducted in the English language by a single accredited mediator.
12.4. Arbitration / Jurisdiction: If mediation fails to achieve a settlement within thirty (30) days from referral, the dispute shall be finally submitted to the exclusive jurisdiction of the competent High Courts situated in the Federal Capital Territory, Abuja, or Lagos State, Nigeria.
13.1. Severability: If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, void, or unenforceable under the FCCPA 2018 or other statutory enactment, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect.
13.2. Entire Agreement: This Agreement constitutes the entire legal understanding between the parties regarding the subject matter herein and supersedes all prior proposals, marketing statements, representations, or understandings.
13.3. Modifications: The Company reserves the right to update or modify these Terms upon posting thirty (30) days' notice via the Service dashboard or email. Continued use of the Service following such notice constitutes conclusive acceptance.
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