VENCOThis terms of service (“Terms of Service” or “Agreement”) is a legal agreement between you, (“You” or “Your” or “Resident” or Facility Manager), and Venco Platforms Limited (“VENCO”). This Terms of Service (together with any other signed Agreement and our Privacy Policy for the App, collectively referred to as the “Related Agreements”) sets out the terms and conditions upon which You may use the Software as a Service offered by VENCO through the Venco platform (the “App” or “Apps” or “Website”).

VENCO reserves the right to amend this Terms of Service and the Related Agreements at any time and will notify You of any such changes by posting the revised terms on the Website and the App. All changes shall be effective upon posting. You should check this Terms of Service periodically for such changes. Your continued use of the App after any such changes constitutes Your agreement to be bound by any such changes.

1. Your Consent

      1.1.   If You do not agree to these terms of this Agreement, do not use the application services. By accepting the terms of this Agreement below or by signing up to create a VENCO profile (“V Profile”) or by using the application services in any manner, You acknowledge that You have read, understood, and agree to be bound by this Terms of Service, and the Related Agreements where applicable. You also agree to comply with all other agreements, applicable laws, and regulations incorporated into this Terms of Service. The provisions of this Terms of Service and the Related Agreements govern Your use of the App, and the business relationship between You and VENCO.

1.2.   By clicking “Accept” at the bottom of the page, You:

  • Confirm that You are literate and that You have read and fully understand the terms of this Terms of Service. You acknowledge and agree that Your use of the application services including information transmitted to or stored by Venco, is also governed by Our Privacy Policy.
  • Consent to us collecting and using technical information about the App and related software, hardware, and peripherals to improve our products and to provide any other services to You.
  • Consent to us and our affiliates and licensees’ to process the transmission, collection, retention, maintenance, and use of Your personal data to improve the application services and/or Your experience while using the App.

  • Authorize us to provide the application services using the App.
  • Authorize us to share Your Information with third parties to the extent required to provide the Application Services and for the efficient performance of the App.

2. Application Services

      2.1.   The App allows You access to a variety of application services and provides services which include collection of utilities, communications management, visitor management and check-ins (“Application Services”)to residents living within residential estates.

      2.2.   Kindly note that VENCO may terminate, suspend, change, or restrict access to all or any part of the Application Services without notice to You And without liability.

3. VENCO Profile

      3.1.   You hereby declare that You are a human being over 18 years of age and of a sound mind, or at least the age of majority in the jurisdiction where You reside and from which You use the App. Your V Profile may be deleted without warning, if we believe, in our sole discretion, that You are less than 18 years of age.

      3.2.   If You are executing/accepting these Terms of Service on behalf of a third party, any registered company or association, You confirm that You are competent to accept/execute the Terms of Service.

     3.3.   To create a Profile and access the Application Services, You would be required to download the App and follow through with the sign-up / login process. You would be required to provide information which may include Your first name, last name, phone number, company details, email address, password, photo, date of birth, and any other information indicated as required or that we may ask from You from time to time (“Information”). We may reject Your application to create a V Profile, or cancel an existing V Profile, in Our sole discretion.

     3.4.   You acknowledge that VENCO will use the email address and the phone number (“Contact Details”) You provided to us when You created Your V Profile or as updated by You from time to time as the primary method for communicating with You. You must monitor the Contact Details You provided to VENCO. Your Contact Details must be capable of sending/receiving emails or making calls and receiving calls. Your communications with VENCO can only be authenticated if they come from Your Contact Details.

      3.5.   As part of VENCO’s security procedures You determine Your sign-up details or any piece of information You input. By signing up for a V Profile, You agree to treat Your sign-in details as confidential; do not disclose it to any third party. Venco does not have access to Your sign-in details, if You forget Your sign-in details or know or suspect that a third party gained access to Your sign-in-details You must promptly change Your sign-in details, by resetting Your password or by contacting us to place a restriction on Your V Profile.

      3.6.   You confirm that all Information You provided to us is true, correct and not misleading. You agree to provide any additional documents and/or information as may be required from time to time. In the event that the Information You provide to us changes, You hereby agree to notify us of such changes immediately.

4. Grant of License

     4.1.   Subject to the terms of this Agreement, VENCO grants to You a limited, non-exclusive, non-transferable right to access and use the Application Services solely for Your business purposes and not for resale or further distribution. Except for the rights expressly granted to Estate Manager in this Agreement, VENCO and its licensors retain all right, title and interest in and to the Application Services, including all related rights protected by applicable intellectual property laws.

 

5. Payment Terms and Taxes

     5.1.   While accessing the Application Services, It shall be Your responsibility to pay all fees, or charges as may be levied from time to time. If there is a problem charging Your selected payment method, we may charge any other valid payment method associated with Your V Profile. We would display any applicable charges, fees and taxes in advance on the relevant part of the App. You are also obligated, where applicable, to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax or sales tax (“Taxes”) on the Application Services.

6. Acceptable Use Restrictions

      6.1.   You are granted a non-exclusive, non-transferable, personal, limited license to use the App. Your limited right to use the App is revocable at our discretion.

      6.2.   You shall not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Terms of Service and the Related Agreements , or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App.

      6.3.   You shall not infringe Our intellectual property rights or those of any third party in relation to Your use of the App, including the submission of any material (to the extent that such use is not licensed by this Terms of Service and the Related Agreements.

      6.5.   You shall not use the Application Services to transmit malware or host phishing pages. You may not perform activities that harm or disrupt the operation of the Application Services or any of our other infrastructure, or of others, including our third party providers. You may not use the Application Services for deceptive commercial practices or any other illegal or deceptive activities.

      6.6.   You shall not extract any information or data from the Application Services or our systems or attempt to decipher any transmissions to or from the servers running the Application Services.

      6.7.   You shall not use the App or the Application Services in a manner that contravenes or that facilitate or promote activities that contravene applicable laws or this Terms of Service and the Related Agreements.

      6.8.   You shall not use the App in a manner that imply or promote support or funding of, or membership in, a terrorist organization.

      6.9.   We may, at any time and without notice, terminate Your V Profile or Your access to the Application Services if You engage in activities that violate clauses 6.1. to 6.8, including activities outside of Your use of the Application Services.

      6.10.   Without prejudice to clauses 12.1.1 to 12.2.3. herein, You hereby indemnify VENCO (and its directors, officers, affiliates, agents, successors and assigns against all claims, liabilities, losses, damages, costs and expenses (including attorney fees and related charges) for any breach of the provisions specified in clauses 6.1 to 6.8 of this Terms of Service.

      6.11.   VENCO shall have the right, but not the obligation, to monitor or investigate Your use of the Application Services at any time for compliance with this Terms of Service. Our determination of whether a breach of this Terms of Service has occurred will be final and binding, and any action taken with respect to enforcing the provisions specified in this Terms of Service and the Related Agreements, including taking no action at all, will be at our sole discretion.

7. Your Obligations

      7.1.   You shall be responsible for ensuring the proper performance of any electronic or other device used to connect to the Application Services. VENCO shall neither be responsible for any errors or failures caused by any malfunction of Your device, nor shall VENCO be responsible for any computer virus or related problems that may be associated with the use of the App and the device. You shall be responsible for charges due to any service provider providing You with internet connection, and VENCO shall not be responsible for losses or delays caused by lack of internet connection.

      7.2.   You shall follow all instructions, procedures and terms contained in this Terms of Service and any document provided by VENCO concerning the use of the App and the Application Services.

      7.3.   You shall immediately inform VENCO in the event that You have reason to believe that unauthorized use of the App has or may have occurred or could occur and a transaction may have been fraudulently initiated or compromised.

      7.4.   You shall at all times follow the security procedures notified to You by VENCO from time to time or such other procedures as may be applicable to the Services from time to time. In particular, You shall ensure that no third party logs in to Your V Profile other than You and Your authorized agents.

      7.5.   You shall not at any time operate or use the App in any manner that may be prejudicial to VENCO.

8. Professional Service

      8.1.   In the event that the Estate Manager purchases other VENCO services through an Order Form (“Support Services”), then in addition to this Terms of Service, the terms and condition of a Service Agreement executed by the Estate Manager and VENCO shall apply.

      8.2.   The Estate Manager and VENCO hereby agree to cooperate in good faith to achieve satisfactory completion of the Support Services in a professional manner. You agree to provide, at no cost to VENCO, timely and adequate assistance and other resources reasonably requested by VENCO to enable the performance of the Support Services (collectively, “Assistance”). Neither VENCO nor its subcontractors will be liable for any deficiency in performance of the Support Services to the extent resulting from any of Your acts or omissions, including, but not limited to, Your failure to provide Assistance as required hereunder.

      8.3.   In performing the Support Services, the You will provide such resources, and utilize employees, service providers or subcontractors (“Support Services Personnel”) as it deems necessary to perform the Professional Services or any portion thereof. VENCO may replace Support Services Personnel in its normal course of business or subcontract the Support Services.

      8.4.   The Support Services may only be changed through a change order mutually executed by the parties (“Change Order”), which may entitle VENCO to an adjustment in fees pursuant to the changes reflected in the Change Order. VENCO shall not be obligated to perform any differing or additional Support Services unless the parties have executed a Change Order.

      8.5.   At VENCO’s request, You shall reimburse Venco for any reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses, including change fees to travel and accommodations resulting from Venco providing theSupport Services (“Expenses”). VENCO will provide reasonable documentation for all Expenses as requested by You. You shall reimburse VENCO for Expenses in the month after they are incurred in accordance with the payment terms in the Order Form.

      8.6.   Excluding Your Confidential Information and Estate Manager Content, VENCO shall own all rights, title and interest in any reports, presentations and other materials or results generated as a result of the Professional Services (“Work Product”), including all intellectual property rights therein. In the event that any Work Product is held to be owned by You, You hereby assign to VENCO all right, title and interest therein or, to the extent such assignment is not permitted or effective, hereby grants to VENCO a perpetual, irrevocable, exclusive, worldwide, fully-paid, sub-licensable (through multiple layers), assignable license to any such Work Product.

9. Processing Of Personal Data

      9.1.   Any personal data that comes into Your possession while performing Your obligations under this Terms of Service must be processed in accordance with Nigeria Data Protection Regulation 2019.

      9.2.   You will ensure that You have all necessary appropriate consents and notices in place to enable, where necessary, lawful transfer of personal data to us for the duration and purposes of this Terms of Service.

10. Closing, Restriction & Cancellation of Profile

      10.1.  VENCO may at its sole discretion restrict or close Your V Profile if:

  • You use Your V Profile for unauthorized purposes or where VENCO detects any abuse/misuse, breach of content, fraud or attempted fraud relating to Your use of the Application Services.
  • VENCO is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority.

  • VENCO reasonably suspects or believes that You are in breach of this Terms of Service.

  • Closing or restriction is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Application Services from time to time; or where Your V Profile becomes inactive or dormant.
  • VENCO decides to suspend or cease the provision of the Application Services for commercial reasons or for any other reason as it may determine in its absolute discretion.

      10.2.   Closing or restriction of Your Profile shall however not affect any of our accrued rights and Your liabilities to us.

      10.3.   You may cancel Your V Profile and terminate the Terms of Service by giving us 30 (Thirty) days notice of intention to terminate via[] or by informing the Facility Manager or other officer responsible for managing records on the App.

11. Limitation of Liability

       11.1.  VENCO shall not be responsible for any loss suffered by You should the Application Services be interfered with or be unavailable by reason of the failure of any of Your device, lack of internet connection or any other circumstances whatsoever not within our control including, without limitation, system error, interruption, delay or non- availability of the Application Services, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

      11.2.   You hereby agree that, to the extent permitted by applicable laws, VENCO shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Application Services.

      11.3.  VENCO shall have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of Your unauthorized use of the App.

      11.4.   VENCO will not be liable for any losses or damage suffered by You as a result of or in connection with:

  • any effect or fault in the App or the Application Services resulting from You having altered or modified the App;
  • any defect or fault in the App resulting from You having used the App in breach of this Terms of Service ; and
  • Your breach of any of the provisions of this Terms of Service and the Related Agreements.

      11.5.  VENCO does not warrant that the Application Services will be uninterrupted, timely, and secure or error-free. All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.

      11.6.   If the Application Services are interfered with or unavailable, our sole liability under this Terms of Service in respect thereof shall be to re-establish the Application Services as soon as reasonably possible.

12. Indemnity

      12.1.   You hereby agree to indemnify and hold harmless VENCO (and its directors, officers, affiliates, agents, successors and assigns against all claims, liabilities damages, costs and expenses (including attorney fees and related charges) which VENCO suffers or incurs or sustains thereby, and You absolve VENCO from all liability for loss or damage which You may sustain from VENCO acting on Your instructions and/or instructions coming from Your V Profile in accordance with these Terms of Service.

      12.2.   The indemnity in clause 12.1 above, shall also cover the following:

         12.2.1.   Any loss or damage that may arise from Your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.

         12.2.2.   Any unauthorized access to Your V Profile.

         12.2.3.   Any loss or damage occasioned by Your failure to adhere to this Terms of Service and/or by supplying incorrect information

13. Entire Agreement

      13.1.   This Terms of Service and the Related Agreements constitute the entire agreement between You and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

       13.2.   You acknowledge that You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Service and the Related Agreements

14. Force Majeure

      14.1.  VENCO shall not be in breach of this Terms of Service and the Related Agreements nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond our control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

15. Assignment

      15.1.   You shall not assign any of Your rights and obligations under this Terms of Service and the Related Agreements without the written consent of VENCO.

16. Severance

      16.1.   If any provision of this Terms of Service and the Related Agreements is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Terms of Service and the Related Agreements shall remain in effect.

17. No Partnership or Agency

      17.1.   This Terms of Service and the Related Agreements shall not be construed as creating any partnership, joint venture, agency or similar relationship between You and VENCO other than the relationship with respect to carrying out the terms of this Terms of Service and the Related Agreements. All rights, duties, obligations, and liabilities of VENCO and You shall be separate, individual and several and not joint or joint and several. Except as set forth in this Terms of Service and the Related Agreements, You have no authority to act as agent for VENCO or bind VENCO in any way.

18. Applicable Law and Dispute Resolution

      18.1.   This Terms of Service and all matters incidental thereto shall be governed and construed in accordance with the laws of Federal Republic of Nigeria. Any dispute arising out of or in connection with this Agreement or the breach, termination or invalidity thereof (“Dispute”) shall, to the extent possible be settled amicably by negotiation and discussion between the parties. Where parties are unable to resolve the Dispute amicably within 14 (fourteen) days of such Dispute arising, the Dispute shall be referred to mediation at the Lagos Multi-Door Courthouse, whose rules are deemed to be incorporated by reference into this clause. If the Dispute is still not resolved after 30 (thirty) days of its being referred to mediation, each party irrevocably agrees that the Dispute shall be finally resolved by a Nigerian court of competent jurisdiction which shall have exclusive jurisdiction to settle such Dispute.