Terms of Service

These terms are an agreement between Niimbu System Limited, a company registered in Nigeria and trading as Niimbu, and the business that opens an account with us. Throughout this document, "Niimbu", "we" and "us" mean that company, and "you" means the business named on the account.

If you accept these terms on behalf of a business, you confirm that you are authorised to bind it. Where the account is held by a registered company, the company is the customer and not the individual who signed up.

You accept these terms when you create an account, and they continue to apply for as long as the account is open.

Niimbu is business software. It gives you one place to invoice customers, collect payments, send payouts, run payroll, hold records for customers, products, stock, expenses, projects and staff, and see the resulting books.

Niimbu is a technology company. It is not a licensed deposit taking institution and does not hold a banking licence. Where the service involves holding, moving or settling funds, those activities are carried out by licensed financial institutions that we work with, and your funds are held by those institutions rather than by Niimbu. That relationship does not change what the software does for you, but it does mean some outcomes depend on a third party.

Nothing in Niimbu is financial, tax, accounting or legal advice. The books the software produces are a record of what you entered and what happened on your account. Reviewing them, and filing anything based on them, remains your responsibility and that of your accountant.

To open an account you must be at least 18 years old, be acting for a business, and give us information that is accurate and complete. Accounts are for business use. Niimbu is not intended for purely personal finances.

Keeping your details current

You agree to keep your business details, your contact details and your ownership information up to date. A surprising amount of what goes wrong on a business account traces back to an email address nobody reads any more, so this matters more than it sounds.

One business, one account

Open one account per legal entity. If you run several registered businesses, each needs its own account, because the records, the balances and the reporting obligations are separate. Branches, outlets and teams within a single business belong on one account, not several.

Before some features become available, and periodically afterwards, we are required to verify who you are and who owns the business. Depending on the account this can include:

• Identity details for directors, owners and anyone who controls the business, which may include BVN or NIN
• Business registration documents, such as your CAC certificate and status report
• Proof of address for the business
• Information about what the business does and where its money comes from

We may also ask for more information later, including about specific transactions. These checks are a legal obligation on us and on our licensed partners, not a judgement about you. If we cannot complete them, we may limit or close the account.

You confirm that documents and information you give us are genuine and belong to the business or the people named.

You are responsible for the security of your credentials and for what happens under your account. In practice that means:

• Use a password that is not used anywhere else, and turn on two factor authentication
• Give each member of staff their own login rather than sharing one
• Use the role and permission settings so people can only reach what their job needs
• Remove access the day somebody leaves, not at the end of the month
• Tell us immediately if you think an account has been accessed by someone who should not have it

Instructions given through your account, including payouts, are treated as authorised by you unless you have told us otherwise beforehand. Once a payment has been sent it usually cannot be recalled, so confirm recipient details before you approve a transfer.

You agree not to use Niimbu to:

• Break any law, or help anybody else break one
• Launder money, finance terrorism, or move the proceeds of crime
• Run a lottery, a pyramid or Ponzi arrangement, or any scheme whose returns come from new participants
• Sell anything you are not licensed to sell, including regulated goods sold without the licence the law requires
• Take payments for goods or services you do not intend to supply
• Impersonate another business, or misrepresent what you sell
• Process payments on behalf of a third party without telling us and getting our agreement first
• Deal with anyone subject to sanctions, or in a territory subject to sanctions
• Attack, probe or overload the service, or try to reach parts of it you have no right to reach
• Copy, resell or white label the service unless we have agreed that in writing

If you are unsure whether your business model fits, ask us before you start rather than after. We would far rather answer the question early.

What you pay depends on the plan you are on and the volume you run. Plan prices and included limits are set out on our pricing page, and transaction charges are shown before you confirm a transaction and again on the record afterwards.

How charges are taken

Subscription charges are billed in advance for the period you have chosen. Transaction charges are taken as the transaction is processed. Where a charge cannot be collected, we may recover it from your available balance or suspend paid features until it is settled.

Changes to pricing

We may change prices. If a change increases what you pay, we will give you reasonable notice in advance by email and in the dashboard, and you may cancel before it takes effect. Charges set by third parties, such as network or interchange fees, can change with less notice because they are not ours to set.

Taxes

Fees are exclusive of VAT and any other tax that applies, which will be added where required. Any tax arising from your own sales is yours to account for.

Funds collected through Niimbu are held with licensed partners and settled to your account balance in line with the settlement timing shown in your dashboard. Settlement timing can be affected by the payment method, by verification checks, and by the operating hours of the payment networks involved.

We may delay, hold or reverse a payment where we are required to by law, where our licensed partner requires it, where a transaction is flagged for review, where there is a chargeback or dispute, or where we reasonably suspect fraud. Where we can tell you why, we will.

If a payment is credited to you in error, we may reverse it. If your balance goes negative because of a reversal, a chargeback or a fee, the shortfall is a debt owed to us and we may recover it from later incoming funds.

You are responsible for the accuracy of payout details you enter. A transfer sent to an account number you supplied cannot reliably be recovered.

Everything you put into Niimbu remains yours. Your customer list, your product catalogue, your invoices, your records: we do not claim ownership of any of it.

You give us the permission we need to host, process, transmit and back up that content so that we can operate the service for you, and to share it with the licensed partners and processors involved in delivering it. That permission exists to run the product and for no other purpose. We do not sell your data, and we do not use the contents of your business records to advertise to your customers.

You can export your data while the account is open. How we handle personal data is set out in our Privacy Policy, which forms part of these terms.

You confirm that you have the right to hold the information you upload, including the personal details of your own customers and staff, and that you have given them whatever notice the law requires.

The software, the interface, the documentation, the Niimbu name and the Niimbu marks belong to us. These terms give you the right to use the service while your account is open. They do not transfer any ownership.

You may not copy, decompile or reverse engineer the service, or use it to build a competing product, except to the extent the law says you may regardless of this clause.

If you send us feedback or suggest a feature, we may use that freely and without owing you anything for it. This is not us claiming your ideas in general, only making sure that a good suggestion can be built without a later argument about it.

Some parts of the service depend on other companies: licensed financial institutions, payment networks, identity verification providers, telecoms operators and billers. Where you connect Niimbu to a third party tool of your own, that connection is governed by their terms as well as ours.

We choose partners carefully and hold them to contracts, but we cannot control their systems. Where a third party outage, delay or decision affects your transaction, we will tell you what we know and help you resolve it, within the limits of what they will tell us.

We work to keep Niimbu available and fast, but no software is available every second. Planned maintenance is scheduled outside business hours where we reasonably can, and we give notice for anything likely to interrupt you.

Support is available by email at [email protected] and through the channels shown in your dashboard. Response times vary by plan. If your business has agreed a specific service level with us in writing, that agreement takes precedence over this section.

We may change, add or withdraw features. Where we withdraw something you actively rely on, we will give reasonable notice and, where we can, a route to the replacement.

Closing your own account

You can close your account at any time from the dashboard or by writing to us. Settle any outstanding balance and withdraw your funds first. Closing the account does not refund subscription charges already paid for the current period unless the law requires otherwise.

When we may suspend or close

We may suspend or close an account where you break these terms, where we are required to by law or by a licensed partner, where verification cannot be completed, where we reasonably suspect fraud or illegality, or where an account has been dormant for a long period. Where we are permitted to explain, we will, and where the problem can be fixed we will tell you how.

What happens to your data

After closure you will have a reasonable period to export your records. We then delete or anonymise what we are able to, and retain the rest for as long as financial and anti money laundering law requires us to keep it. The Privacy Policy sets out those periods.

We provide the service with reasonable skill and care. Beyond what is written in these terms, and to the extent the law allows, we do not give other warranties, and in particular we do not warrant that the service will be uninterrupted or free of every error.

Neither side is liable to the other for loss of profit, loss of business, loss of anticipated savings, or indirect or consequential loss, however caused.

Our total liability to you in any twelve month period is limited to the fees you paid us in that period. Nothing in these terms limits liability for fraud, for fraudulent misrepresentation, for death or personal injury caused by negligence, or for anything else that cannot lawfully be limited.

You remain responsible for checking your own records. Where an error is ours we will correct it, but a payment you approved to details you entered is not an error in the service.

You agree to cover us against claims, losses and reasonable costs that arise from your use of the service in breach of these terms, from the goods or services you sell, or from your handling of your own customers' and staff information.

We will tell you promptly about any claim we want covered, and we will not settle it without talking to you first.

We may update these terms as the product and the law change. When we do, we update the date at the top of this page, and for anything that materially affects your rights or costs we give notice by email and in the dashboard before it takes effect.

Continuing to use the account after a change takes effect means you accept the updated terms. If you do not accept them, you may close the account before that date.

These terms are governed by the laws of the Federal Republic of Nigeria.

If something goes wrong, please raise it with us first. Most disputes are a misunderstanding about a transaction and are settled quickly once somebody looks at the record. Write to us and we will investigate and respond.

If we cannot resolve it between us, the dispute will be settled by arbitration in Lagos, Nigeria, conducted in English under the Arbitration and Mediation Act. Either side may still apply to a court for urgent relief.

Write to [email protected] for anything about your account, and for anything about these terms.

Niimbu System Limited is registered in Nigeria and based in Abuja. Our full registered details are available on request and are included on invoices we issue to you.