AuthOrigin
Legal

Terms of Service

The agreement that governs use of the AuthOrigin platform, and the rules that keep it safe for everyone.

Last updated: [DATE]

These terms apply to business customers (brands and distributors). If you scan a product as a shopper, see the Privacy Policy; consumer verification terms are shown in the app. Data processing is covered by our Privacy Policy and DPA.

1. Agreement and parties

These Terms of Service (the "Terms") form a binding agreement between [LEGAL ENTITY NAME], RC [RC NUMBER], of [REGISTERED ADDRESS] ("AuthOrigin", "we", "us") and the organisation that registers for or uses the Service (the "Customer", "you"). By creating an account, clicking "I agree", or using the Service, you accept these Terms and confirm you are authorised to bind the Customer. If you do not agree, do not use the Service.

These Terms incorporate by reference our Acceptable Use Policy, Privacy Policy, and, where personal data is processed on your behalf, our Data Processing Agreement (DPA). Together with any order form or plan you select, they are the "Agreement".

2. The Service — what AuthOrigin is and is not

AuthOrigin provides a software platform for product authentication and supply-chain traceability: you register products and generate verification codes, and consumers or partners verify a product by scanning a code, receiving a result based on the data you supply and our analytics.

AuthOrigin is a technology provider only. We do not manufacture, import, distribute, sell, test, certify or take possession of any product verified through the Service. We make no representation or warranty about the quality, safety, authenticity, legality, regulatory status or fitness for purpose of any product. A verification result reflects data you provide and automated risk signals; it is informational and is not a certification, endorsement, or guarantee by AuthOrigin, and is not a substitute for your own quality, safety and regulatory controls.

You acknowledge that no authentication system is infallible — a "genuine"/"authentic" result does not guarantee a product is genuine, and a "suspicious", "counterfeit" or similar result is a risk indicator, not a legal determination. Determined counterfeiters may copy codes or packaging.

3. Customer responsibilities

You are solely responsible for:

  • the products you register and place on the market, and their compliance with all applicable laws and regulators (including NAFDAC, SON, and product-safety, labelling and sector rules);
  • the accuracy, legality and completeness of the data, GTINs/barcodes, brand names, images, regulatory registration numbers and other content you upload ("Customer Content") and your right to use it;
  • obtaining any consents and notices required for personal data you provide or generate (see the DPA/Privacy Policy);
  • your users' credentials, roles and activities, and keeping API keys secure; and
  • using the Service only in accordance with the Agreement and the Acceptable Use Policy.

You represent that your use of the Service and your products do not infringe any third-party right or violate any law.

4. Accounts, plans, fees and taxes

  • Subscription. The Service is provided on the plan you select. Features, quotas and overage rates are as described at sign-up or in your order form.
  • Fees. You agree to pay all fees for your plan and any usage/overage. Unless stated otherwise, fees are exclusive of VAT and other taxes, which you are responsible for. Fees are non-refundable except as required by law or expressly stated.
  • Billing & non-payment. We may bill in advance and suspend or downgrade the Service for overdue amounts after reasonable notice.
  • Changes to fees. We may change fees prospectively on reasonable notice, effective at your next renewal.

5. Trials, sandbox and beta

Free trials, sandbox and beta features are provided "as is" without warranty and may be modified or withdrawn at any time. Codes issued in sandbox/trial mode are not live authentication codes.

6. Acceptable use and suspension

You must comply with the Acceptable Use Policy. We may suspend or limit the Service (in whole or part) without liability if we reasonably believe your use: (a) breaches the Agreement or law; (b) poses a security, fraud or legal risk; or (c) is required to protect the Service or others. Where practicable we will give notice and an opportunity to cure.

7. Intellectual property

  • Our IP. The Service, software, documentation, and all related intellectual property are and remain owned by AuthOrigin and its licensors. We grant you a non-exclusive, non-transferable, revocable licence to use the Service during the term, solely for your internal business purposes.
  • Your content. You retain all rights in Customer Content. You grant us a licence to host, process and display it as needed to provide the Service and as described in the Privacy Policy/DPA.
  • Aggregated data. We may create and use aggregated and anonymised data (which does not identify you or any individual) to operate, secure and improve the Service.
  • Feedback. If you give us feedback, we may use it without restriction.

8. Data protection and security

We process personal data in accordance with our Privacy Policy and, where we act as your processor, the DPA (which reflects the Nigeria Data Protection Act 2023). We maintain appropriate technical and organisational security measures but do not guarantee that the Service will be uninterrupted or error-free.

9. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except as expressly stated in the Agreement, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, conditions and representations, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Service will detect all counterfeit, diverted or non-compliant products, or that results will be uninterrupted, timely, secure or error-free.

Nothing in this section excludes any warranty or right that cannot be excluded under Nigerian law, including the FCCPA.

10. Indemnification

By you. You will defend, indemnify and hold harmless AuthOrigin, its affiliates, and their officers and staff from and against any third-party claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or relating to: (a) your products; (b) Customer Content and your use of the Service; (c) your breach of the Agreement, the Acceptable Use Policy or applicable law; (d) your infringement of any third-party right; or (e) any regulatory action relating to your products or business.

By us. We will defend you against a third-party claim that the AuthOrigin platform itself (excluding Customer Content and third-party services) infringes that party's intellectual-property rights, and will pay damages finally awarded, provided you promptly notify us and allow us to control the defence. This is your sole remedy for IP infringement by the Service.

11. Limitation of liability

Nothing in the Agreement limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under Nigerian law (including under the FCCPA); or (d) your obligation to pay fees, or your indemnity obligations.

Subject to the above, to the maximum extent permitted by law:

  • Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business, or data, however arising, even if advised of the possibility; and
  • Each party's total aggregate liability arising out of or relating to the Agreement will not exceed the total fees paid or payable by you to AuthOrigin in the 12 months immediately before the event giving rise to the liability.

You acknowledge that the fees reflect this allocation of risk, and that, given the nature of the Service (see §2), AuthOrigin is not liable for losses arising from reliance on a verification result, from counterfeit, diverted, unsafe or non-compliant products, or from the acts of any third party, except to the extent directly caused by our breach of these Terms.

12. Term, termination and effect

  • Term. The Agreement runs for your subscription term and renews as stated in your plan until terminated.
  • Termination for cause. Either party may terminate on material breach not cured within 30 days of written notice. We may terminate or suspend immediately for serious breach, illegality, or non-payment.
  • Effect. On termination, your licence ends and you must stop using the Service. We will handle personal data as set out in the DPA. Provisions that by their nature should survive (including §§2, 7, 9–11, 13–14) survive termination.

13. Governing law and disputes

The Agreement is governed by the laws of the Federal Republic of Nigeria. The parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria. Before litigation, the parties will attempt in good faith to resolve any dispute by negotiation, and may agree to mediation under the Arbitration and Mediation Act 2023. Nothing prevents either party from seeking urgent injunctive relief.

14. General

  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • Assignment. You may not assign the Agreement without our consent; we may assign to an affiliate or successor.
  • Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions.
  • Severability & waiver. If a term is unenforceable, the rest remains in effect; failure to enforce a term is not a waiver.
  • Changes. We may update these Terms; material changes take effect at your next renewal or on reasonable notice. Continued use after the effective date means you accept the updated Terms.
  • Notices. Legal notices to us: [LEGAL EMAIL], [REGISTERED ADDRESS].