These Terms of Service ('Terms') govern your access to and use of the services offered by Azmahpoint Nigeria Ltd ('Azmahpoint', 'we', 'our', or 'us'), including the OrderBot SaaS platform, associated APIs, merchant dashboards, and all related software infrastructure. By accessing or deploying any Azmahpoint service, you agree to be bound by these Terms.
1. Scope of Platform Services
Azmahpoint provides a software engine that enables merchants to conduct commerce via the WhatsApp messaging interface. Azmahpoint is a technology platform provider only. We do not manufacture, stock, sell, ship, or take title to any physical goods listed by merchants on the OrderBot platform. Each merchant tenant is solely and exclusively responsible for the accuracy of their product listings, the fulfilment of customer orders, the management of returns and refunds, and all applicable consumer protection obligations under Nigerian law.
2. Multi-Tenant Platform Partitioning & Merchant Liability
The OrderBot platform is a multi-tenant system. Each merchant operates within a structurally isolated data environment (dedicated database namespace). Azmahpoint provides the system engine and infrastructure; individual tenants are independently responsible for their logistics operations, pricing structures, product delivery timelines, and customer communications. Azmahpoint expressly disclaims any liability for merchant-side failures including: non-delivery of goods, incorrect pricing, product misrepresentation, or failure to process refunds. Merchants agree to indemnify and hold Azmahpoint harmless from any claims arising from the merchant's own commercial activities conducted through the platform.
3. Third-Party API & Gateway Dependencies
The OrderBot platform relies on third-party infrastructure providers including Meta Platforms, Inc. (WhatsApp Cloud API) and local payment gateway partners. Azmahpoint does not warrant uninterrupted availability of these third-party services and shall not be held liable for: (a) payment settlement delays caused by payment gateway processing backlogs or system outages; (b) message delivery failures caused by disruptions to Meta's WhatsApp Cloud API routing nodes; (c) any financial loss or reputational damage to a merchant arising directly from a third-party gateway's downtime, rate limiting, or policy change. Merchants are encouraged to maintain independent contingency communication channels with their customers during any reported third-party infrastructure event.
4. Acceptable Use & Compliance Enforcement
By deploying OrderBot, merchants agree to comply with: (i) Meta's WhatsApp Commerce Policy, which restricts sale of certain product categories including but not limited to alcohol, tobacco, financial instruments without regulatory clearance, and adult content; (ii) all applicable Nigerian financial regulations including CBN guidelines on electronic commerce and digital payments; (iii) the Nigeria Data Protection Act 2023 with respect to customer personal data processed through the platform. Azmahpoint reserves the right to suspend or permanently terminate a merchant's tenant workspace immediately and without prior notice if the merchant's conversational activity, product listings, or operational conduct is found to violate any of the above requirements, or if Azmahpoint receives a credible regulatory directive to do so.
5. Limitation of Liability
To the fullest extent permitted by applicable Nigerian law, Azmahpoint's aggregate liability to any merchant or end-user for any claim arising out of or related to these Terms or the use of the platform shall not exceed the total platform fees paid by the relevant merchant to Azmahpoint in the three (3) months immediately preceding the event giving rise to the claim. Azmahpoint shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to: lost business revenue, lost profits, loss of data, or loss of goodwill arising from: (a) local ISP disconnections or power outages affecting a merchant's or end-customer's internet connectivity; (b) infrastructure power dropouts at regional data centre facilities; (c) force majeure events including government-mandated internet shutdowns or telecommunications regulatory actions.
6. Intellectual Property
All software, architecture, codebase, design systems, and proprietary algorithms constituting the OrderBot engine and related Azmahpoint products are the exclusive intellectual property of Azmahpoint Nigeria Ltd. No merchant, partner, or user acquires any ownership right, license to reverse-engineer, or right to sub-license any component of the Azmahpoint platform by virtue of their use of the service. Merchants retain ownership of their own product catalog data and customer records held within their isolated tenant namespace.
7. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising from or in connection with these Terms shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be referred to arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004), conducted in Nigeria. Nothing in this clause prevents Azmahpoint from seeking urgent injunctive relief from a competent court.
8. Amendments
Azmahpoint reserves the right to update these Terms at any time. Material changes will be communicated to active merchant tenants via the registered email address on their account at least 14 days before the changes take effect. Continued use of the platform after the effective date of any amendment constitutes acceptance of the revised Terms.
