These terms describe customer responsibilities, permitted use, integrations, offline sync, AI/OCR assistance, data handling, support posture, liability, and governing law.
Introduction and Acceptance
These Terms and Conditions govern access to and use of Nukodes, a business-management software platform for Nigerian small and medium-sized businesses. The Terms are between NUKODES LIMITED, RC/CAC 9537506, and the customer organisation or person accepting them.
The Service is intended for business, professional, trade, and organisational use. If an individual accepts these Terms for an organisation, the individual represents that they have authority to bind that organisation.
Customer accepts these Terms by creating an account, clicking acceptance, signing an order form, paying an invoice, using the Service, or authorising users to use the Service. If Customer does not agree, Customer must not use the Service.
Definitions
| Term | Meaning |
|---|---|
| Account | The customer account, organisation workspace, administrator profile, user profile, and related configuration used to access the Service. |
| Authorised User | An employee, contractor, representative, accountant, adviser, or other person Customer allows to use the Service under Customer’s account. |
| Customer Data | Data, records, files, content, contacts, transactions, receipts, invoices, provider data, configurations, and other materials submitted to or generated in the Service by or for Customer. |
| Service | The Nukodes mobile, web, API, sync, support, reporting, automation, and related services made available by Nukodes. |
| Third-Party Services | External providers, platforms, APIs, app stores, banks, POS providers, payment processors, logistics providers, analytics, OCR/AI providers, communications providers, tax systems, hosting, storage, and other services not controlled by Nukodes. |
The Service
Nukodes supports operational workflows such as point of sale, sales records, inventory, invoices, receipts, expenses, supplier and customer records, treasury and transfer tracking, imports, reports, tax classification support, and integrations enabled by Customer configuration.
Nukodes may improve, modify, suspend, replace, or discontinue features, integrations, providers, or user interfaces. We will use reasonable efforts to avoid material disruption to paid customers, but we may act without notice where needed for security, legal, provider, compliance, or operational reasons.
Unless expressly stated in a signed document, Nukodes is a software provider and is not a bank, microfinance bank, payment service bank, payment scheme, tax authority, courier, insurer, accountant, auditor, lawyer, or investment adviser.
Tax classifications, FIRS-related references, reports, calculations, automated suggestions, OCR outputs, and AI-generated assistance are operational tools only. Customer remains responsible for confirming accuracy with qualified advisers and applicable authorities.
Accounts, Administrators and Authorised Users
Customer must provide accurate account, organisation, billing, tax, contact, and configuration information and keep it updated.
Customer is responsible for administrator actions, role assignments, provider connections, business settings, tax settings, invitations, removals, and user permissions.
Customer and Authorised Users must protect passwords, sessions, devices, one-time codes, API keys, provider credentials, and access tokens, and must notify Nukodes promptly of suspected unauthorised access or compromise.
Fees, Taxes and Payment
Fees, billing cycles, payment method, renewal terms, usage limits, taxes, and late-payment rules are as stated in the applicable order form, subscription screen, invoice, or other written subscription terms agreed with Nukodes.
Fees are exclusive of taxes unless stated otherwise. Customer is responsible for VAT, withholding tax, stamp duties, levies, bank charges, foreign-exchange costs, and other taxes or charges applicable to Customer’s purchase or use, except taxes based on Nukodes income.
Nukodes may suspend or limit access for unpaid amounts after reasonable notice, except where immediate action is needed for fraud, chargeback, security, provider, or legal risk.
Customer Data
As between the parties, Customer retains ownership of Customer Data. Customer grants Nukodes a non-exclusive, worldwide, royalty-free licence to host, process, transmit, store, display, transform, analyse, back up, and otherwise use Customer Data as needed to provide, secure, support, improve, and operate the Service.
Customer is responsible for the legality, accuracy, quality, completeness, classification, tax treatment, accounting treatment, permissions, and backup of Customer Data.
Customer must not submit payment-card PAN/CVV, passwords, private keys, health data, biometric data, children’s data, government identifiers, special-category data, or other high-risk data unless the feature expressly requests it and Customer has a lawful basis and written authorisation from Nukodes where required.
Offline Sync and Local Storage
The Service may store selected Customer Data locally on devices and sync data when connectivity, permissions, versions, provider availability, and access controls permit.
Offline edits, imports, provider data, role changes, stock movements, duplicate records, delayed network connections, and local device failures may create conflicts or stale data. Customer must review operational records before relying on them for inventory, payment, tax, or accounting decisions.
Customer must notify Nukodes promptly if a device with local Customer Data is lost, stolen, reassigned, rooted, jailbroken, or compromised.
Acceptable Use
Customer must not, and must not permit Authorised Users or third parties to misuse the Service.
- Use the Service for unlawful, fraudulent, deceptive, harmful, abusive, defamatory, discriminatory, harassing, or infringing activity.
- Access, test, scan, scrape, crawl, reverse engineer, overload, disrupt, bypass, or interfere with Nukodes systems or provider systems except as expressly authorised in writing.
- Upload malware, unauthorised trackers, stolen data, secrets, provider credentials, or data Customer lacks rights to process.
- Misrepresent transactions, invoices, tax data, identity, customer or supplier records, account numbers, payment status, inventory, receipts, or provider authorisations.
- Use the Service to send spam, unauthorised messages, or communications that violate telecommunications, privacy, consumer-protection, or anti-fraud rules.
- Resell, sublicense, white-label, benchmark, or make the Service available to third parties except as expressly authorised by Nukodes.
Third-Party Services and Integrations
The Service may integrate with Third-Party Services enabled by Nukodes or Customer configuration, including hosting/database/storage, PowerSync, UploadThing, Trigger.dev, PostHog, Resend, SignalWire, Termii, JsonReceipt, Google Gemini, Mono, Paystack, Moniepoint, OPay, Piggyvest, Breet, Shipbubble, FIRS systems, app platforms, and device operating systems.
Customer’s use of Third-Party Services may be subject to provider terms, fees, onboarding, verification, rate limits, settlement rules, compliance checks, acceptable-use rules, and data-processing terms.
Nukodes is not responsible for provider downtime, transaction rejection, settlement delay, account closure, rate limits, incorrect provider data, regulatory actions, provider policy changes, or losses caused by Third-Party Services outside Nukodes control.
AI, OCR, Automation and Analytics
The Service may use OCR, AI, rules engines, analytics, reports, suggestions, classifications, imports, and automation to assist Customer. Outputs may be incomplete, inaccurate, delayed, duplicated, or context-dependent.
Customer must review assisted outputs before using them for pricing, stock control, customer communication, payment, transfers, tax, accounting, legal, employment, lending, or other consequential decisions.
Security and Confidentiality
Nukodes will use commercially reasonable technical and organisational measures designed to protect the Service and Customer Data, taking account of the nature of the data, implementation costs, processing risk, and available technology.
No online, mobile, sync, provider, or local-storage system is perfectly secure. Customer remains responsible for account governance, device security, user training, provider configurations, and internal controls.
Each party must use the other party’s non-public business, technical, security, financial, and operational information only to perform or receive the Service and must protect it using reasonable care.
Data Protection
Personal data is handled under the Nukodes Privacy Policy and any applicable data-processing agreement. Customer must provide required notices, obtain consents where needed, and establish lawful bases for personal data Customer uploads or configures in the Service.
For business records Customer controls, Customer is usually the controller and Nukodes is usually a processor or service provider. For account administration, product security, billing, analytics, and compliance records, Nukodes may act as an independent controller.
Intellectual Property and Feedback
Nukodes and its licensors retain all rights in the Service, software, interfaces, code, designs, workflows, templates, documentation, analytics, models, prompts, trade marks, trade secrets, and know-how.
Subject to these Terms and payment of applicable fees, Nukodes grants Customer a limited, non-exclusive, non-transferable, revocable right for Authorised Users to use the Service for Customer’s internal business operations during the subscription period.
Nukodes may create and use aggregated, statistical, benchmark, and de-identified data to operate, secure, analyse, and improve the Service, provided it does not identify Customer or individuals.
Suspension and Termination
Nukodes may suspend or restrict access immediately where reasonably necessary for security, fraud, legal, provider, payment, harmful-use, data-integrity, or platform-stability reasons. Where practical, Nukodes will provide notice and an opportunity to cure.
Either party may terminate according to the order form, subscription plan, or billing terms. If no period is stated, Customer may stop using the Service and request closure, subject to fees already incurred and legal retention.
On termination, Customer’s access may end, fees remain due, local data may stop syncing, provider integrations may be disconnected, and Nukodes may retain or delete data under the Privacy Policy, legal obligations, backups, and legitimate business needs.
Warranties, Disclaimers and Liability
Except as expressly stated in a signed order form, the Service is provided on an "as is" and "as available" basis. Nukodes does not warrant uninterrupted service, error-free operation, specific results, regulatory approval, provider availability, transaction success, tax accuracy, accounting accuracy, or that all defects will be corrected.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, punitive, or loss-of-profit damages; loss of goodwill; loss of anticipated savings; loss or corruption of data; business interruption; provider downtime; or costs of substitute services.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to the Service is limited to the fees paid or payable by Customer to Nukodes for the affected Service in the three months before the event giving rise to liability, unless a signed order form states a different cap.
Governing Law, Disputes and Notices
These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law rules.
Subject to any mandatory law or signed dispute-resolution clause, the courts of competent jurisdiction in Nigeria have jurisdiction over disputes arising from or relating to these Terms.
Notices to Nukodes should be sent to admin@nukodes.com, or to any legal-notice address stated in an order form. Nukodes may send notices to Customer account email addresses, administrators, in-product notifications, invoices, or other contact details on file.