WHEREAS

The Fiduca Investment Limited (The Company) is a limited liability company incorporated under laws of the Federal Republic of Nigeria to engage in software as a service solutions business and as part of its business has developed and deployed Countam Accounting Software (“CAS”), for public and private sector in Nigeria

Whereby It Is Agreed as follows:

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1. DEFINITIONS AND INTERPRETATIONS

Definitions:

 

"Agreement" means the express terms of this agreement including any appendix, addendum which shall apply mutatis mutandis with this agreement after duly executed by parties.

 

“Amendment” means any amendment or variation in the terms of this AGREEMENT which is published in any update to these terms and conditions.

 

“API” means Application Programming Interface.

 

“Application” means Countam Accounting Software and accessories.

 

“CAS” means Countam Accounting Software.

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“Confidential Information’’ means confidential commercial, financial, marketing, technical or other information of whatever nature including, without limitation to information in or relating to know-how, trade secrets and other information concerning the transaction contemplated by this AGREEMENT or related thereto, any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part(s) of such information (and ‘confidential’ means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available).

 

“User” means any individual or entity granted access to use CAS by the Company.

 

“User Data” means all information, financial records, documents, and materials uploaded or entered by the User into CAS.

 

“JURISDICTION” unless the context otherwise indicates, means the laws and legal system of the Federal Republic of Nigeria.

 

“THE COMPANY” means The Fiduca Investment Limited

 

"Law" means all applicable laws of the jurisdiction in its broadest sense including without limitation to the following: constitutional law, civil law, common law, international law, equity, treaties, statutes, decrees, edicts, codes, orders, rules, ordinances and regulations of any local, municipal, territorial, provincial, federated, national or any other duly constituted governmental authority or agency.

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2. USE OF SOFTWARE: The Company agrees that Users shall, upon subscription, receive access to CAS as a digital business and accounting solution consisting of core and optional modules including inventory management, payroll, statutory reporting, cooperative management, fixed asset management, automated bank matching, IFRS/GAAP-compliant reporting, and other functionalities provided within the Application. 

The Company shall create and maintain a secure digital environment that enables the User to utillise CAS for financial, administrative and business operations including but not limited to recording transactions, generating financial statements, payroll computation, analytics, reporting, invoicing, and related activities.

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3. DURATION: This Agreement shall commence upon the User’s successful subscription and activation to CAS and remains valid for as long as the User maintains an active subscription or access granted by The Company, unless terminated earlier in accordance with this Agreement.

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4. RIGHTS AND OBLIGATIONS: THE COMPANY shall i. Provide the User with access credentials and usage rights to CAS upon subscription; ii. Maintain the software and ensure that updates, improvements, enhancements, or bug fixes are implemented as required; iii. Protect the Intellectual Property and source codes of CAS from unauthorised access or use; iv. Keep all User Data confidential and apply reasonable security measures; v. Ensure that CAS remains functional, subject to routine maintenance, upgrades and force majeure conditions.

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THE USER i. shall Provide accurate and legal information when using CAS; ii. Use the software for legitimate business purposes only; iii. Keep login credentials confidential and secure; iv. Comply with subscription requirements, including payment of all applicable fees; v. Not copy, alter, modify, reverse engineer, resell, sublicense or exploit CAS for unauthorised purposes; vi. Promptly report bugs or system errors to the Company.

 

Both parties shall i. Act in good faith and exercise reasonable care in carrying out their obligations; ii. Ensure that all activities relating to the use of CAS remain lawful, transparent and compliant with applicable regulations; iii. Preserve the confidentiality of all Proprietary Information exchanged or generated in connection with CAS.

 

5. SPECIAL TERMS: i. All Intellectual Property rights in CAS, including source codes and improvements, belong exclusively to the Company; ii. User Data remains the exclusive property of the User; iii. The Company is not responsible for inaccurate data entries, external system failures or misuse of CAS by the User.

 

6. CONDITIONS PRECEDENT: The User completes registration and provides all required information; ii. The User accepts these Terms and Conditions; iii. Payment of applicable subscription or activation fees is confirmed; iv. The Company grants access to the use of CAS. 

 

7. TERMINATION: i. This Agreement shall be in force from the date the User is granted access to CAS and continue until the User’s subscription expires, is cancelled, or access is withdrawn by the Company; 

 

The Company may suspend or terminate the User’s access if: i. The User breaches any term of this Agreement; ii. Subscription fees are unpaid when due; iii. The User tampers with the software, attempts reverse engineering, or engages in unauthorised use; iv. Use of the software violates law or exposes the Company to liability.

 

Upon termination: i. The User’s access to CAS will cease immediately; ii. The User may request retrieval of its data within 30 days; The Company shall delete User Data thereafter in compliance with applicable policies after 30 days.

 

8. GOVERNING LAW: This Agreement and any/all modifications thereof shall be subject to and construed in accordance with the relevant laws of the Federal Republic of Nigeria.

 

I agree to the above terms and conditions