Terms of Service

1. Definitions

• "ZUTAX", "Platform" — the e-invoicing software application, APIs, and related services operated by ZUTAX Technologies Ltd.
• "You", "User", "Customer" — any individual or business entity that registers for or uses the Platform.
• "Workspace" — the tenant environment within ZUTAX associated with your business.
• "Content" — all data, invoices, documents, and information you submit through the Platform.
• "NRS" — the National Revenue Service e-invoicing framework administered by FIRS.

2. Account Registration

To use ZUTAX, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Provide accurate and complete registration information, including your business TIN where applicable
• Maintain the security of your account credentials
• Promptly update your information if it changes

You are responsible for all activity that occurs under your account. If you suspect unauthorized access, notify us immediately at support@getzutax.com.

3. Services Provided

ZUTAX provides:

• E-invoice creation, management, and storage
• Credit note generation and reconciliation
• NRS-compliant invoice signing and IRN generation via FIRS
• Invoice transmission and receipt through the Peppol network via our Access Point Provider
• Party (customer/supplier) management and directory lookup
• Dispatch tracking, reports, and audit logs
• OCR-based invoice data extraction
• API access for programmatic integration

Features may vary by subscription plan. We reserve the right to modify, add, or discontinue features with reasonable notice.

4. Subscription & Billing

• ZUTAX offers tiered subscription plans with different feature sets and usage limits. Current pricing is listed on our pricing page.
• Subscriptions are billed monthly or annually, depending on your selected plan.
• Payments are due at the start of each billing period and are non-refundable except as required by law or explicitly stated.
• We may change pricing with at least 30 days' notice before the next billing cycle.
• If payment fails, we may suspend your access until payment is resolved. Your data will be retained during suspension.

5. Your Content & Data

You own your data. You retain all rights to the invoices, documents, and information you submit to ZUTAX.

By using the Platform, you grant us a limited, non-exclusive license to process, store, transmit, and display your Content solely as necessary to provide the services, including:

• Submitting invoices to FIRS for signing and validation
• Transmitting invoices through Pasca (our Access Point Provider) on the Peppol network
• Generating reports, audit logs, and compliance records
• Storing backups for disaster recovery

We will not access your Content for any purpose other than providing, maintaining, and improving the services, unless required by law.

6. Acceptable Use

You agree not to use ZUTAX to:

• Submit fraudulent, misleading, or illegal invoices
• Violate any applicable Nigerian or international law, including tax and anti-money laundering regulations
• Attempt to gain unauthorized access to the Platform, other users' accounts, or our systems
• Reverse engineer, decompile, or disassemble any part of the Platform
• Transmit malware, viruses, or other harmful code
• Use automated tools to scrape or extract data from the Platform
• Resell, sublicense, or redistribute the Platform without our written consent

We reserve the right to suspend or terminate accounts that violate these terms.

7. Compliance & Regulatory

ZUTAX is designed to help you comply with NRS e-invoicing requirements. However, you are ultimately responsible for the accuracy and legality of the invoices you issue.

• You must ensure that invoice data you enter is accurate and complete.
• You must maintain a valid TIN and comply with FIRS registration requirements.
• You must not use ZUTAX to evade taxes, underreport income, or misrepresent transactions.
• We transmit invoices to FIRS/NRS as required. However, regulatory approval or rejection of specific invoices is outside our control.

8. Service Availability & SLA

We strive to maintain high availability but do not guarantee uninterrupted access. Specifically:

• We target 99.9% uptime for the Platform, excluding scheduled maintenance.
• Scheduled maintenance will be communicated at least 24 hours in advance where possible.
• We are not liable for downtime caused by third parties, including FIRS, Pasca, or internet service providers.
• Enterprise plans may include a formal Service Level Agreement (SLA) with defined uptime commitments and remedies.

9. Intellectual Property

The ZUTAX name, logo, software, interface designs, documentation, and all related intellectual property are owned by ZUTAX Technologies Ltd. and protected by applicable copyright and trademark laws.

Your subscription grants you a non-exclusive, non-transferable, revocable license to use the Platform for your internal business purposes during the term of your subscription.

10. API Usage

If you access the ZUTAX API:

• You must authenticate using the provided credentials and follow our API documentation.
• Rate limits apply and vary by plan. Exceeding rate limits may result in throttling or temporary suspension.
• You must not use the API to build a competing product or service.
• API access may be revoked if we detect abusive usage patterns.

11. Limitation of Liability

To the maximum extent permitted by law:

• ZUTAX is provided "as is" and "as available" without warranties of any kind, express or implied.
• We do not warrant that invoices submitted through the Platform will be accepted by FIRS or any tax authority.
• Our total liability for any claim arising from these terms shall not exceed the amount you paid to us in the 12 months preceding the claim.
• We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits, penalties imposed by tax authorities, or business interruption.

12. Indemnification

You agree to indemnify and hold ZUTAX harmless from any claims, losses, or damages arising from: (a) your use of the Platform, (b) your violation of these terms, (c) inaccurate or fraudulent invoices you submit, or (d) your violation of any applicable law.

13. Termination

By You: You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. You can export your data before your account is closed.

By Us: We may suspend or terminate your account if you breach these terms, fail to pay, or if required by law. We will provide reasonable notice where possible.

Effect of termination: Upon termination, your access to the Platform will cease. We will retain invoice and tax data as required by law (minimum 6 years for tax records). Non-regulatory data will be deleted within 90 days of account closure.

14. Data Export

You may export your invoices, credit notes, party data, and reports at any time through the Platform or via the API. We support standard export formats including CSV and PDF. Upon account termination, you will have 30 days to export your data.

15. Governing Law & Disputes

These terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising from these terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to arbitration under the Arbitration and Mediation Act 2023, seated in Lagos, Nigeria.

16. Changes to These Terms

We may update these terms from time to time. Material changes will be communicated via email and/or in-app notification at least 30 days before taking effect. Your continued use of the Platform after the effective date constitutes acceptance. If you disagree with changes, you may cancel your subscription before the effective date.

17. Contact

For questions about these Terms of Service: