Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the Retenvo website at retenvo.com (the “Site”), the software products and applications we operate (the “Products”), and the design, development and related services we provide (the “Services”), all operated and provided by Retenvo Technologies Limited, a company incorporated in Nigeria (“Retenvo”, “we”, “us” or “our”).

By accessing the Site, creating an account, or using any Product or Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, please do not use the Site, Products or Services. If you are using them on behalf of an organisation, you confirm that you have authority to accept these Terms on its behalf, and “you” includes that organisation.

1. Definitions

• “Account” means an account you create to access a Product or a client area.
• “Client” means a person or organisation that engages Retenvo to perform Services.
• “Deliverables” means the software, designs, websites, content and other materials we create specifically for a Client under a Project Agreement.
• “Project Agreement” means any proposal, quotation, statement of work, order form or contract accepted by a Client that describes Services to be provided.
• “Product Terms” means any additional terms, policies or plan descriptions published for a specific Product.
• “User Content” means any data, text, images, files or other material you upload, submit or store through the Site, Products or Services.

2. Eligibility

You must be at least 18 years old, or the age of legal majority where you live, to use the Site, Products or Services. Where a Product is designed for use by minors (for example, students using an education Product), it must be used with the consent and supervision of a parent, guardian or authorised school, which is responsible for that use.

3. Accounts and security

• You agree to provide accurate, current and complete information when creating an Account and to keep it up to date.
• You are responsible for keeping your login details confidential and for all activity that takes place under your Account. Notify us immediately at hello@retenvo.com if you suspect unauthorised access.
• We may require identity verification, including know-your-customer (KYC) checks for payment Products, before giving you access to certain features.
• You may close your Account at any time, as described in our Privacy Policy.

4. Using our Products

Subject to these Terms and any applicable Product Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use our Products for your own personal or internal business purposes.

Some Products — for example, payments, school management or business software Products — have their own Product Terms. If there is a conflict between these Terms and Product Terms, the Product Terms apply to that Product. Features, plans and pricing for each Product are described within that Product or on its website.

Products may offer beta, preview or early-access features. These are provided “as is”, may change or be withdrawn at any time, and may not be as reliable as generally available features.

5. Acceptable use

You agree not to, and not to allow anyone else to:

• use the Site, Products or Services for any unlawful, fraudulent or harmful purpose, including money laundering, terrorist financing or the sale of prohibited goods;
• infringe the intellectual property, privacy or other rights of any person;
• upload or transmit viruses, malware or any code designed to damage, interfere with or gain unauthorised access to any system or data;
• attempt to probe, scan, test the vulnerability of, or breach the security of our systems, except under a written agreement with us;
• reverse engineer, decompile, copy, resell, sublicense or create derivative works from our Products, except as permitted by law;
• access our Products by automated means (such as bots or scrapers), or place an unreasonable load on our infrastructure;
• send spam or unsolicited communications, or impersonate any person or organisation; or
• use our Products to build a competing product or service.

We may investigate suspected breaches and cooperate with law enforcement and regulators where required.

6. Services and projects

6.1 Proposals and Project Agreements

Quotes and proposals are estimates based on the information available at the time and are valid for 30 days unless stated otherwise. Services are provided under a Project Agreement, which together with these Terms forms the agreement between us. If there is a conflict, the Project Agreement prevails.

6.2 Scope and change requests

We will perform the Services described in the Project Agreement with reasonable skill and care. Work outside the agreed scope, or changes to requirements, will be treated as a change request and may affect fees and timelines. We will confirm the impact in writing before proceeding.

6.3 Your responsibilities

You agree to provide timely feedback, approvals, content, access and information we reasonably need. Delays in providing these may affect delivery dates, and we are not responsible for delays caused by them. You confirm that any materials you provide to us do not infringe the rights of any third party.

6.4 Review and acceptance

Deliverables will be made available for review at agreed milestones. Unless you notify us in writing of a material defect against the agreed requirements within 10 business days of delivery, or you begin using the Deliverable in production, the Deliverable is deemed accepted.

6.5 Support and warranty period

Unless otherwise agreed, we will fix defects in Deliverables reported within 30 days of acceptance at no extra cost, provided the defect is not caused by changes made by you or third parties. Ongoing maintenance, hosting and support are available under a separate support plan.

6.6 Hosting and third-party accounts

Where we set up domains, hosting, app store or third-party accounts on your behalf, they should be registered in your name wherever possible. You remain responsible for renewal fees and for complying with those providers’ terms.

7. Fees, payments and refunds

• Fees. Fees for Services are set out in the Project Agreement. Fees for Products are shown in the Product at the time of purchase or subscription.
• Invoices. Unless otherwise agreed, Services are invoiced in milestones, which may include an upfront deposit before work begins. Invoices are payable within 7 days of issue.
• Taxes. Fees are exclusive of value added tax (VAT) and other applicable taxes, which will be added where required by law.
• Late payment. If an invoice is overdue, we may pause work or suspend access to Products or Deliverables until it is paid.
• Subscriptions. Product subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. Cancellation takes effect at the end of the current period.
• Refunds. Deposits and fees for work already performed are non-refundable. Subscription fees are non-refundable for partially used periods, except where required by law or stated in Product Terms.
• Payment safety. Retenvo will never ask you to pay into a personal bank account. Only pay using the payment link on your official invoice or the account details confirmed by us in writing.

8. Intellectual property

8.1 Our intellectual property

The Site, our Products and all related software, designs, text, graphics, logos and trademarks — including the Retenvo name and the names of our Products — are owned by or licensed to Retenvo and protected by intellectual property laws. Except for the rights expressly granted in these Terms, no rights are transferred to you.

8.2 Client Deliverables

On receipt of full payment of all fees due under the relevant Project Agreement, ownership of the intellectual property in the Deliverables created specifically for you transfers to you, unless the Project Agreement states otherwise. Until full payment is received, we grant you a limited licence to use the Deliverables for review and testing only.

8.3 Pre-existing and third-party materials

We retain ownership of our pre-existing tools, frameworks, libraries, know-how and reusable components (“Retenvo Materials”). Where Retenvo Materials are incorporated into Deliverables, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of the Deliverables. Open-source and third-party components remain subject to their own licences.

8.4 Portfolio

Unless you ask us not to in writing, we may display your name, logo and a description of the work we did for you in our portfolio and marketing materials, without disclosing your confidential information.

9. Your content

You retain ownership of your User Content. You grant Retenvo a worldwide, non-exclusive licence to host, store, process, transmit and display your User Content only as needed to provide, secure and improve the Site, Products and Services for you. You are responsible for your User Content and confirm that you have the rights needed to share it with us.

If you send us ideas, suggestions or feedback, we may use them without restriction or obligation to you.

10. Third-party services

Our Site, Products and Services may integrate with or link to third-party services, such as payment processors, cloud hosting, email delivery and app stores. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, and their availability may affect features that rely on them.

11. Confidentiality

Each party agrees to keep confidential any non-public business, technical or financial information disclosed by the other party and marked or reasonably understood to be confidential, and to use it only for the purpose of our relationship. This does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law. These obligations survive for three years after our relationship ends.

12. Privacy and data protection

Our Privacy Policy explains how we collect, use and protect personal information. Where we process personal data on behalf of a Client, we do so on the Client’s instructions and in accordance with applicable data protection laws, including the Nigeria Data Protection Act 2023, and any data processing terms agreed between us.

13. Availability and changes

We work hard to keep the Site and Products available and secure, but we do not guarantee uninterrupted or error-free operation. We may perform maintenance, and we may modify, suspend or discontinue features or Products. Where a change materially reduces a paid Product you rely on, we will give reasonable notice where practical.

14. Disclaimers

Except as expressly stated in these Terms or a Project Agreement, the Site, Products and Services are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. Content on the Site is for general information only and does not constitute professional, financial or legal advice.

15. Limitation of liability

To the fullest extent permitted by law:

• Retenvo is not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, data, goodwill or business opportunity, however caused; and
• Retenvo’s total aggregate liability arising out of or in connection with these Terms, the Products or the Services is limited to the amount you paid to Retenvo for the relevant Product or Services in the 12 months before the event giving rise to the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited under applicable law.

16. Indemnity

You agree to indemnify and hold harmless Retenvo, its directors, employees and agents from any claims, losses, damages and expenses (including reasonable legal fees) arising from your breach of these Terms, your User Content or materials you provide to us, or your misuse of the Site, Products or Services.

17. Suspension and termination

We may suspend or terminate your access to the Site or any Product, without liability, if you breach these Terms, if required by law or a regulator, or if your use poses a security, legal or fraud risk. Either party may terminate a Project Agreement for material breach that is not remedied within 14 days of written notice.

On termination, you must pay for all Services performed and expenses incurred up to the termination date. Sections that by their nature should survive — including intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability and indemnity — will survive termination.

18. Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, power or internet outages, or failures of third-party infrastructure. Payment obligations are not excused by force majeure.

19. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. If a dispute arises, the parties will first try to resolve it in good faith through negotiation within 30 days of written notice. If it is not resolved, either party may refer it to mediation, and failing that, the courts of Nigeria will have jurisdiction. Nothing prevents either party from seeking urgent injunctive relief.

20. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new “last updated” date. If changes are material, we will take reasonable steps to notify you, for example by email or a notice in the Product. Your continued use of the Site, Products or Services after changes take effect means you accept the updated Terms.

21. General

• Entire agreement. These Terms, any Product Terms, any Project Agreement and our Privacy Policy form the entire agreement between you and Retenvo about their subject matter.
• Severability. If any provision is found unenforceable, the rest remain in full effect.
• No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
• Assignment. You may not transfer your rights under these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Notices. We may send notices to the email address associated with your Account or Project Agreement. Notices to us should be sent to hello@retenvo.com.

22. Contact us

If you have any questions about these Terms, please contact Retenvo Technologies Limited at hello@retenvo.com or call +234 807 520 3034.