Terms and Conditions

1. Definitions

• "Merchant" means a business or individual registered to use Sloudfront.
• "Sloudfront" means our merchant dashboard and business management platform.
• "Sloud Checkout" means our payment collection interface through which Merchants can receive customer payments, including bank transfer (Pay by Transfer) and other methods made available from time to time.
• "Touchpoints" means sales channels made available through Sloud (for example, Storefront, Booking, Menu, Sloud Go, and Terminal).
• "Customer" means an end consumer who purchases goods or services from a Merchant through Sloud-enabled channels.
• "Wallet" means a virtual account or balance feature provided through licensed financial partners.
• "Partner" means a licensed financial institution or regulated service provider that provides wallets, virtual accounts, payment collection, settlement, or payout services in connection with the Services.

2. Eligibility and Account Registration

• You must be at least 18 years old and legally able to enter binding contracts.
• You must provide accurate, complete, and current registration information and keep it updated.
• You are responsible for all activity under your account and for safeguarding your login credentials and transaction PIN.
• We may refuse, suspend, or terminate accounts at our discretion, including for violation of these Terms, risk concerns, or applicable law.
• You agree to receive service-related communications electronically, including notices about your account, security, and changes to these Terms.

3. Description of Services

Sloud provides a commerce and business management platform that enables Merchants to manage catalog, orders, customers, analytics, and payments. Features may include hosted online stores, manual order creation, Sloud Checkout payment collection, wallet management, and sales channels (Touchpoints).

Certain features may be labelled "Coming Soon", "Soon", or released in phases. We do not guarantee availability of any specific feature at any given time.

We may modify, suspend, or discontinue any part of the Services with reasonable notice where practicable, or immediately where required for security, legal, or operational reasons.

4. Verification and Compliance

• Merchants must complete identity and business verification (KYC) as required to access wallet, payout, and certain payment features.
• You agree to provide truthful documentation and cooperate with verification requests from us or our Partners.
• We and our Partners may suspend or restrict Services if verification fails, is incomplete, or if we suspect fraud, money laundering, terrorist financing, sanctions violations, or other illegal activity.
• You agree to comply with all applicable laws, including Nigerian financial regulations, consumer protection laws, tax laws, and data protection requirements.

5. Payments, Wallets, and Fees

• Payment collection through Sloud Checkout, virtual accounts, wallets, and payouts are provided through Partners. Vind provides the technology interface and does not directly hold funds in connection with those regulated services.
• Your use of wallet and payment features may require acceptance of separate Partner terms and privacy notices.
• Transaction fees apply as disclosed on our Pricing page and within Sloudfront. Fees may change from time to time with notice as described in Section 16. Fees may be absorbed by the Merchant or passed to Customers based on your account settings where permitted.
• Settlement times, transaction limits, and payout eligibility depend on verification status, Partner rules, and applicable regulations.
• We are not responsible for delays caused by banks, payment networks, telecommunications failures, or incorrect account details you provide.
• You are responsible for verifying payment amounts, customer details, and order information before fulfilling goods or services.
• Chargebacks, disputes, and refunds between Merchants and Customers are primarily the Merchant's responsibility unless otherwise stated in a separate agreement with us or a Partner.

6. Merchant Obligations

• You are solely responsible for the products, services, prices, descriptions, taxes, and fulfilment you offer.
• You must not sell prohibited, illegal, counterfeit, restricted, or infringing goods or services, including items prohibited by law or by our acceptable use standards communicated in Sloudfront.
• You must honour your commitments to Customers and comply with applicable consumer protection, advertising, licensing, and tax obligations.
• You are responsible for obtaining any licences, permits, or registrations required for your business.
• You grant Vind a limited licence to host, display, transmit, and process your content as necessary to operate and improve the Services.

7. Content and Intellectual Property

• You retain ownership of content you upload. You grant Vind a worldwide, non-exclusive, royalty-free licence to use, host, reproduce, display, and process such content solely to provide, secure, and improve the Services.
• Sloud, Sloudfront, the Sloud logo, and related marks are trademarks of Vind Limited. You may not use our marks without prior written consent.
• The Services, including software, design, and documentation, are protected by intellectual property laws and remain our property or that of our licensors.

8. Prohibited Conduct

You agree not to:

• Use the Services for unlawful, fraudulent, deceptive, or abusive purposes.
• Attempt to gain unauthorised access to systems, accounts, or data.
• Interfere with or disrupt the integrity or performance of the Services.
• Reverse engineer or copy the Services except as permitted by law.
• Misrepresent your identity, business, products, or authorisation to accept payments.
• Use the Services in violation of sanctions, anti-money laundering, anti-terrorist financing, or financial regulations.
• Process transactions on behalf of third parties without authorisation or outside the scope of your registered business activity.

9. Third-Party Services and Links

The Services may integrate with or link to third-party websites, apps, or services, including Partner financial services. We are not responsible for third-party content, policies, availability, or practices. Your use of third-party services is at your own risk and subject to their terms.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or secure. We are not a party to transactions between Merchants and Customers and do not guarantee any sale, product, service, or payment outcome offered by a Merchant.

Nothing in these Terms excludes warranties or liabilities that cannot be excluded under applicable law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIND LIMITED AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) TEN THOUSAND NIGERIAN NAIRA (₦10,000).

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot be limited or excluded under applicable law.

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify and hold harmless Vind Limited and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from your use of the Services, your content, your sales to Customers, your tax or regulatory obligations, or your violation of these Terms or applicable law.

13. Suspension and Termination

We may suspend or terminate your access to the Services at any time for violation of these Terms, legal requirements, risk concerns, or extended inactivity, with or without notice where permitted by law.

Upon termination, your right to use the Services ceases. You remain responsible for completing outstanding obligations to Customers and complying with applicable law.

Wallet balances, if any, remain subject to Partner rules. You should withdraw available funds in accordance with payout requirements and verification status. We may retain information as required for legal, regulatory, and dispute-resolution purposes.

Provisions that by their nature should survive (including payment obligations, indemnity, disclaimers, and limitation of liability) will survive termination.

14. Governing Law and Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

Any dispute arising from these Terms or the Services shall first be attempted to be resolved amicably by contacting support@sloud.app. If unresolved within thirty (30) days, disputes shall be subject to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria, unless otherwise required by mandatory applicable law.

15. Changes to Fees and These Terms

We may modify these Terms or our fees from time to time. We will post updated Terms on this page and update the "Last updated" date. Material changes to fees or Terms may be notified by email, in-app notice, or on our Pricing page before they take effect where required by law.

Continued use of the Services after the effective date constitutes acceptance of the revised Terms where permitted by law. If you do not agree to changes, you must stop using the Services and close your account in accordance with applicable procedures.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, Pricing disclosures, and any feature-specific or Partner terms accepted by you, constitute the entire agreement between you and Vind regarding the Services.
• Severability: If any provision is held invalid, the remaining provisions remain in effect.
• Waiver: Failure to enforce a provision is not a waiver of that provision.
• Assignment: You may not assign these Terms without our consent. We may assign these Terms without restriction.
• Force Majeure: We are not liable for delays or failures due to events beyond our reasonable control, including network outages, banking system failures, natural disasters, labour disputes, or government actions.

17. Contact

Vind Limited

Registered office: 8 Ajibode Street, Yaba, Lagos, Nigeria

Support: support@sloud.app · +234 706 964 6891

General enquiries: hello@sloud.app · +234 706 964 6891

Vind Limited. All rights reserved.