Terms of Service

1. These terms

This agreement is between Cloudence Limited (RC RC8441098) (“VendStack”, “we”) and the business that registers an account (“you”, “the merchant”). By creating an account or using the service you accept these terms. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

Our Privacy Policy forms part of this agreement.

2. What VendStack does — and does not do

VendStack is omnichannel middleware. We take a customer's request from a channel, hold the conversation, and call your backend to carry it out. Concretely:

• You hold the funds. Customer wallets live on your platform. We never take custody of your customers' money.
• You do the vending. Airtime, data, cable, electricity and betting are delivered by your systems and your upstream providers. We call your API; we do not buy value.
• You set the prices. We display what your backend returns.
• We validate nothing financial ourselves. Every transaction PIN is checked by your backend. We never store one.

It follows that a failed or incorrect vend is between you and your customer. We will give you the full audit record of what we sent and what came back.

3. Your account

• Give accurate registration details and keep them current. You must verify your email address before using the dashboard.
• Keep your password, API secret and channel tokens confidential. Anything done with your credentials is treated as done by you. Tell us immediately at support@cloudence.com.ng if you suspect they are compromised.
• You are responsible for everyone you give access to your account.
• One business, one account. Multiple storefronts are supported as websites within your account rather than duplicate registrations.

4. Your responsibilities as a merchant

• Licences and regulation. You must hold whatever approvals your business requires, including any agreements with telecom operators, billers and payment providers. You remain responsible for complying with NCC, CBN and NDPC rules that apply to you.
• Your customers. You are the data controller for them, you handle their KYC where required, and you handle their complaints, refunds and disputes.
• Your backend. Implement the Merchant API as documented, keep it available, verify our HMAC signature on every request, and honour idempotency on the transaction reference so a retry never charges twice.
• Truthful channels. Don't present VendStack channels in a way that misleads customers about who they are buying from or what they are paying.

5. Fees, wallet and billing

How pricing works

• Each channel is a separate monthly module. You pay only for the channels you enable, and you may add or drop them as you go.
• Each module includes a set number of transactions per month. Once they are used the channel stops serving and you subscribe again to open a fresh period and a fresh allotment — there is no per-transaction overage, so you can never accrue a charge you did not choose. Current fees and included volumes are shown on the pricing page and in your dashboard, and are the authoritative figures.
• A billable transaction is any successful purchase or wallet funding completed through a VendStack channel.
• There is no onboarding or setup fee.

The prepaid wallet

• Subscriptions are charged to a prepaid wallet you fund in advance, usually by transfer to the virtual account we issue you.
• Subscriptions renew automatically each period from the wallet. If the wallet cannot cover a renewal, that channel stops serving until it is funded.
• Within your included volume, transactions serve free. Over it, each transaction is charged to the wallet as it happens; if the wallet runs dry, the channel pauses rather than accruing debt.
• Wallet funds pay for VendStack services. They are not a deposit, earn no interest, and are not customer money.

Cancellation and refunds

• You may cancel a channel at any time. It keeps serving until the end of the period you have already paid for.
• Fees already charged are not refundable for a partial period, except where we have failed to provide the service and cannot put it right.
• We may change prices with at least 30 days' notice by email. If you don't accept a change, cancel before it takes effect.

Referrals

Where we run a referral programme, the reward is credited to your wallet when a merchant you referred takes their first paid subscription. Rewards are for genuine referrals: self-referrals, duplicate accounts and other manipulation forfeit them.

6. Channel-specific terms

USSD

You are assigned a sub-code on our shared shortcode. It is yours for as long as your USSD channel is active, but the shortcode remains ours and cannot be transferred.

WhatsApp and Telegram

These channels run on your own WhatsApp Business number or Telegram bot. You must comply with Meta's and Telegram's own policies; if either platform restricts your number or bot, the channel stops working and that is outside our control.

SMS

• SMS runs on phone numbers we own and assign to you. The number is yours for as long as the channel is active, but it is not portable and remains ours.
• We may move you to a different number if a line is withdrawn, and will tell you before we do where we can.
• SMS is for the transactional conversations your customers start. Do not use it for bulk or unsolicited messaging — it risks the number for every merchant on it, and we will suspend the channel to protect the pool.
• Delivery depends on mobile networks and is best-effort. We report what the network tells us.

7. Acceptable use

You must not use VendStack to:

• commit fraud, launder money, or process transactions you know to be unauthorised;
• send spam or any unsolicited marketing through channels we operate;
• break the law, or facilitate a business that is illegal where it operates;
• probe, scrape, overload or reverse-engineer the platform, or bypass its rate limits and safety controls;
• resell or white-label VendStack to third parties without a written agreement with us.

8. Suspension and termination

• You may close your account at any time. Fees already charged stay charged.
• We may suspend a channel or an account for non-payment, for a breach of these terms, for suspected fraud, or where we are legally required to.
• Where circumstances allow, we will warn you first and give you a chance to fix the problem. Where the risk is immediate — active fraud, a regulator's instruction — we may act at once and explain afterwards.
• On termination, your channels stop serving. You may export your transaction records for 30 days, after which we delete or anonymise your data other than what we must keep by law.

9. Availability

We work to keep the platform available and will give notice of planned maintenance where we can. We do not promise uninterrupted service, and the channels depend on parties outside our control — mobile networks, aggregators, Meta, Telegram, your own backend. A specific uptime commitment is available only under a separate enterprise agreement.

10. Liability

Nothing here limits liability for fraud, death or personal injury, or anything else that cannot be limited by law.

Subject to that, and to the fullest extent permitted by law:

• we are not liable for your customers' transactions, for value your upstream providers fail to deliver, or for funds held on your platform;
• we are not liable for indirect or consequential loss, or for lost profit, revenue, goodwill or data;
• our total liability in any 12-month period is capped at the fees you paid us in the three months before the claim arose.

The service is provided as-is. We make no warranty that it will meet every requirement of your business.

11. Indemnity

You will indemnify us against claims, losses and costs arising from your use of the service in breach of these terms, from your own vending and pricing, or from a claim by one of your customers that we could not have prevented.

12. Intellectual property

VendStack, its software, documentation and brand remain ours. You get a non-exclusive, non-transferable right to use the service while your account is in good standing. Your brand and your data remain yours; you grant us only the licence needed to run the service for you.

13. Confidentiality

Each side will keep the other's non-public information confidential and use it only to perform this agreement. This does not cover information that is already public, independently developed, or required to be disclosed by law.

14. Data protection

For your customers' personal data you are the controller and we are your processor. We process it only to provide the service and on your instructions, keep it secure, help you respond to data-subject requests, and delete or return it when your account ends. Details are in the Privacy Policy.

15. Changes to these terms

We may update these terms. We will change the date at the top and, for material changes, email merchants at least 14 days before they take effect. Continuing to use the service after that means you accept the new terms.

16. General

• You may not assign this agreement without our consent. We may assign it to a successor of our business.
• If any clause is unenforceable, the rest stands.
• Not enforcing a right once doesn't waive it.
• These terms, together with the Privacy Policy and any order or enterprise agreement, are the whole agreement between us.
• Nothing here creates a partnership, agency or employment relationship.

17. Governing law

These terms are governed by the laws of the Federal Republic of Nigeria. We will try to resolve any dispute in good faith first; failing that, the courts of Lagos State, Nigeria have jurisdiction.

18. Contact

support@cloudence.com.ng

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