Terms of Service

For the purposes of these Terms:

“Account”

means a registered profile created by a User for access to the Platform.

“Applicable Law”

means all laws, regulations, rules, directives, circulars, orders, and regulatory requirements applicable in Nigeria and, where relevant, any other jurisdiction in which a User accesses the Platform.

“Content”

means all text, graphics, images, data, reports, forms, charts, software, materials, documents, and other information displayed on, uploaded to, or made available through the Platform.

“Professional Services”

means any tax, accounting, compliance, advisory, consultation, or similar service made available through the Platform and delivered by Tax Springs or by an authorized professional.

“Services”

means the software services, professional services, support services, content, tools, and functionalities provided through the Platform. Software Services may include tools, automation, templates, data processing, dashboards, calculations, reminders, and other digital services designed to assist users.

“User / you / your”

means any person or entity that accesses, uses, registers with, or interacts with the Platform.

“User Content”

means all information, data, records, files, documents, receipts, tax information, financial information, communications, and other materials submitted, uploaded, transmitted, or otherwise provided by a User through the Platform.

2.1 Tax Springs operates a platform designed to assist users with tax-related, financial, compliance, and administrative functions. The Platform may include, without limitation:

• Software tools
• Document storage and management
• Tax estimation and calculation tools
• Compliance reminders and alerts
• Dashboards and summaries
• Downloadable forms and reports
• Educational resources
• Booking or access to Professional Services
• Payment facilitation
• Communication and support tools
• Other features we may make available from time to time

2.2 You acknowledge and agree that the Platform is intended to support and assist you, but does not replace your own judgment, statutory obligations, regulatory obligations, or independent professional advice where required.

2.3 We reserve the absolute right, at our sole discretion, to modify, suspend, discontinue, expand, restrict, or otherwise alter any aspect of the Platform or Services at any time, with or without notice, subject only to applicable law. Service availability may vary depending on region, account type, technical maintenance, or rollout status.

3.1 By accessing, browsing, creating an Account, contributing content, or otherwise using the Platform, you expressly agree to be bound by these Terms.

3.2 If you are using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you possess full legal authority to bind such entity to these Terms.

3.3 If you do not agree to any provision of these Terms, you shall immediately cease all access and use of the Platform.

3.4 We reserve the absolute right to review, modify, amend, or update these Terms regularly and at any time, whether driven by regulatory changes, statutory compliance requirements, or internal organizational adjustments. Any such modifications will become effective immediately upon being published on the Platform. Your continued access to or use of the Platform following any amendment shall constitute your unconditional acceptance of the revised Terms.

4.1 You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is higher, to use the Platform, unless otherwise permitted by applicable law and with appropriate parental or guardian consent.

4.2 By using the Platform, you represent and warrant that:

• You are legally capable of entering into a binding contract;
• All registration information provided by you is true, accurate, current, and complete; and
• Your use of the Platform will strictly comply with all applicable laws and regulations.

4.3 We reserve the right to deny, suspend, restrict, or terminate access to any person at any time, in our sole discretion, where permitted by law.

5.1 In creating an Account, you agree to provide accurate, current, and complete information and to maintain and promptly update such information as necessary.

5.2 You are solely responsible for:

• Maintaining the confidentiality of your login credentials;
• All activities carried out through your Account;
• Safeguarding access to your devices, email accounts, and authentication methods;
• Notifying us promptly of any unauthorized access, suspected compromise, or security incident relating to your Account.

5.3 We shall not be liable for any loss or damage arising from unauthorized access to your Account resulting from your failure to protect your login details or maintain appropriate security measures, except to the extent such loss arises directly from our negligence or willful misconduct where liability cannot lawfully be excluded.

5.4 We reserve the right to suspend, restrict, or disable any Account where we reasonably suspect fraud, breach of these Terms, security compromise, or unlawful activity.

6.1 You agree that, when using the Platform, you shall:

• Use the Platform lawfully and for legitimate purposes only;
• Provide accurate and truthful information;
• Upload only records and materials that you are lawfully permitted to provide;
• Ensure that all User Content is complete and not misleading to the best of your knowledge;
• Review all outputs, estimates, summaries, and reports carefully before relying on them;
• Comply with tax, accounting, data protection, anti-fraud, and other applicable legal requirements;
• Keep proper backups of important records where appropriate; and
• Cooperate with any reasonable request from us necessary for service delivery, verification, or compliance.

6.2 You remain solely responsible for the accuracy, legality, quality, and appropriateness of all User Content you submit and for any decisions or actions you take based on the Platform.

7.1 Tax Springs may provide both software-based services and Professional Services.

7.2 Unless expressly agreed otherwise in writing:

• Professional Services are limited strictly to the scope described at the point of engagement;
• Any advice or output is based on the information supplied by you;

7.3 We do not guarantee any particular tax, financial, regulatory, or commercial outcome.

7.4 No Professional Service shall be interpreted as a guarantee of compliance with any law or regulatory requirement.

7.5 You must not rely solely on any output, opinion, estimate, or communication from the Platform or from our personnel without independently verifying its suitability for your circumstances.

7.6 Where Professional Services are delivered by third-party professionals or independent service providers, such persons may be subject to their own terms, conditions, and professional obligations, for which Tax Springs shall not be responsible except where otherwise required by law.

8.1 Although the Platform may assist with tax or compliance-related tasks, nothing on the Platform shall be construed as:

• A guarantee of legal compliance;
• A guarantee of tax acceptance by any authority;
• A substitute for legal, accounting, audit, or other professional advice; or
• A representation that any information generated is complete, correct, or current.

8.2 You remain responsible for consulting appropriate licensed professionals where necessary.

9.1 You shall not, and shall not permit any third party to, use the Platform in any manner that:

• Violates Applicable Law;
• Involves fraud, dishonesty, evasion, deception, or misrepresentation;
• Facilitates tax evasion, money laundering, terrorism financing, identity theft, or other unlawful conduct;
• Infringes intellectual property or privacy rights;
• Attempts to gain unauthorized access to the Platform, our systems, or data belonging to others;
• Interferes with, disrupts, or degrades the Platform or its security;
• Introduces malicious code, viruses, worms, ransomware, or harmful software;
• Copies, scrapes, reverse engineers, decompiles, or otherwise attempts to derive source code, algorithms, or trade secrets;
• Impersonates any person or entity;
• Uses automated means to extract data without authorization;
• Uploads unlawful, defamatory, obscene, abusive, or harmful content; or
• Uses the Platform for any activity that we, in our reasonable discretion, determine to be abusive, harmful, or inconsistent with the intended purpose of the Platform.

9.2 We reserve the right to investigate any suspected breach and take such action as we reasonably consider appropriate, including suspension, restriction, reporting to relevant authorities, and termination of access.

10.1 Certain Services or features of the Platform may be subject to fees, subscription charges, consultation charges, processing fees, or other charges as may be communicated to you from time to time. You agree that:

• All applicable charges will be disclosed to you before payment where reasonably practicable;
• You are responsible for all fees associated with your selected Services;
• Payment may be made by card, transfer, or such other methods as we may make available;
• Payments may be processed by third-party payment processors or redirected to third-party payment sites;
• By making a payment, you authorize us and/or our payment processors to debit the applicable amounts from your chosen payment method;
• You acknowledge that third-party payment platforms, banks, and processors may impose their own charges, processing times, or verification procedures, for which Tax Springs is not responsible.

10.2 In relation to subscription-based Services:

• Subscriptions may be monthly, annual, or for another stated period;
• Subscription fees may be charged in advance;
• Subscriptions may renew automatically unless cancelled in accordance with the applicable cancellation process;
• If your payment method fails, we may retry the charge, suspend access, or terminate the relevant subscription; and
• We may change subscription pricing upon prior notice where required or commercially reasonable.

11.1 Any refunds, cancellations, or service credits shall be governed by our refund policy, if separately published, or by the specific terms applicable to the relevant Service.

11.2 Unless otherwise required by applicable law or expressly stated by us in writing, all sales of digital content, completed services, subscriptions already commenced, consultancy services, published sponsorships, and non-returnable services shall be final and non-refundable.

11.3 We reserve the right to deny refund requests where the relevant Service has been delivered, accessed, consumed, published, or substantially performed.

11.4 Approved refunds, if any, may be subject to processing charges, transaction fees, administrative deductions, or applicable legal restrictions.

12.1 By submitting User Content to the Platform, you grant Tax Springs a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable license to host, store, reproduce, process, analyze, display, transmit, adapt, and otherwise use such User Content solely to the extent necessary to:

• Provide the Platform and Services;
• Perform Professional Services requested by you;
• Maintain, improve, and secure the Platform;
• Comply with Applicable Law;
• Generate analytics, reports, and performance insights; and
• Enforce these Terms.

12.2 You represent and warrant that:

• You own or control all necessary rights in the User Content;
• Your submission of User Content does not infringe the rights of any third party; and
• Your User Content is lawful and accurate to the best of your knowledge.

13.1 All intellectual property rights in and to the Platform, including all software, source code, object code, design elements, text, logos, graphics, layout, trademarks, service marks, product names, features, and associated materials, are and shall remain the exclusive property of Tax Springs or its licensors.

13.2 Except for the limited right to access and use the Platform in accordance with these Terms, no license or right is granted to you by implication, estoppel, or otherwise.

13.3 You may not reproduce, republish, distribute, modify, create derivative works from, publicly display, or commercially exploit any part of the Platform without our prior written consent.

14.1 The Platform may integrate with, link to, or rely on third-party services, including payment processors, cloud hosting providers, analytics tools, identity verification services, communication tools, and other technical service providers.

14.2 We do not control and are not responsible for:

• The availability or performance of third-party services;
• Any act or omission of a third-party provider;
• The content, policies, or security of third-party services;
• Any fees charged by third parties; or
• Any loss, delay, or damage arising from your use of third-party services.

14.3 Your use of third-party services may be subject to separate terms and privacy policies, which you are responsible for reviewing.

15.1 The Platform may generate or display estimates, summaries, alerts, reminders, forecasts, projections, calculations, or recommendations.

15.2 You acknowledge that such outputs:

• May be based on incomplete or inaccurate input data;
• May not reflect the latest legal, regulatory, or administrative changes;
• Are intended for informational and operational convenience only; and
• Should not be relied upon as official, final, or conclusive advice.

15.3 You are solely responsible for verifying all outputs before taking action.

16.1 Your access to and use of the Platform is strictly subject to our Privacy Policy, which governs the collection, use, disclosure, storage, transfer, and protection of user data.

16.2 Compliance with the NDPA 2023: In providing public and account-based authenticated experiences, Tax Springs acts as a Data Controller. We collect and process personal data, device information, usage metrics, and cookies in strict adherence to the Nigeria Data Protection Act, 2023 (NDPA).

16.3 Lawful Bases for Processing: By accessing the Platform or creating an Account, you acknowledge and agree that our processing of personal data is supported by recognized lawful bases under the NDPA, which may include:

• Your explicit consent — triggered by affirmative actions including signing up for an Account or customizing analytical cookie trackers;
• The performance of a contract to which you are a party (e.g., rendering authenticated member services); or
• The fulfillment of our legitimate interests or legal and regulatory obligations.

16.4 Data Protection Liability Cap: While we deploy robust technical and organizational security protocols to safeguard backend APIs and system infrastructure, our liability for data security breaches, systemic failures, or unauthorized processing shall be limited to the maximum extent permitted under applicable law and regulations. All user choices, cookie preferences, and mechanisms for withdrawing consent are governed explicitly by our Privacy Policy.

17.1 We shall implement reasonable administrative, technical, and organizational safeguards designed to protect the Platform and information processed through it.

17.2 However, you acknowledge that no internet-based system can be guaranteed to be entirely secure. You agree to take appropriate precautions to protect your own devices, passwords, and access credentials.

17.3 Where we receive information marked or reasonably understood to be confidential, we shall use reasonable care to protect it and shall not disclose it except:

• To the extent necessary to provide the Services;
• To our personnel and service providers on a need-to-know basis;
• Where required by Applicable Law; or
• With your consent.

18.1 We may suspend, restrict, or terminate your access to the Platform, in whole or in part, immediately or upon notice, if:

• You breach these Terms;
• We reasonably suspect fraud, abuse, or unlawful conduct;
• Payment is overdue or reversed;
• We are required to do so by law or a regulatory authority;
• Your access poses a security, legal, or operational risk; or
• We discontinue the relevant Service.

18.2 You may stop using the Platform at any time. However, termination shall not affect any rights, obligations, or liabilities that accrued prior to termination.

19.1 To the fullest extent permitted by Applicable Law, the Platform and all Services are provided on an "as is" and "as available" basis.

19.2 We make no warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or uninterrupted availability.

19.3 Without limiting the foregoing, we do not warrant that:

• The Platform will be error-free or uninterrupted;
• Defects will be corrected within any particular timeframe;
• The Platform will satisfy your particular business or tax needs;
• Any output will be accepted by any authority; or
• The Platform will achieve any particular result.

20.1 To the maximum extent permitted by Applicable Law, Tax Springs shall not be liable for:

• Indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of profits, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of data, or business interruption;
• Any claim arising from third-party services, third-party payment platforms, internet failures, system outages, or events outside our reasonable control.

20.2 Subject to the foregoing and to the extent permitted by law, our aggregate liability for all claims arising out of or relating to the Platform shall not exceed the total amount paid by you to Tax Springs for the relevant Service in the three (3) months immediately preceding the event giving rise to the claim.

20.3 Nothing in these Terms excludes or limits liability where such exclusion or limitation is unlawful.

21.1 You agree to indemnify, defend, and hold harmless Tax Springs, its affiliates, directors, officers, employees, contractors, agents, and licensors from and against all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses arising out of or in connection with:

• Your breach of these Terms;
• Your misuse of the Platform;
• Your violation of Applicable Law;
• Your User Content;
• Your infringement of third-party rights; or
• Your use of third-party services in connection with the Platform.

22.1 We reserve the right, in our sole discretion and without prior notice, to:

• Remove or disable access to any Content;
• Suspend or terminate any Account;
• Restrict any feature or functionality of the Platform;
• Reject or refuse any submission;
• Issue formal warnings to users;
• Preserve and disclose records where required by law or judicial order; and
• Report suspected unlawful activity to law enforcement or regulatory authorities.

22.2 Any failure or delay by us to enforce any provision of these Terms shall not constitute a waiver of our right to enforce such provision subsequently or any other provision herein.

We shall not be liable for any delay or failure in performance caused by events beyond our reasonable control, including but not limited to internet outages, telecommunications failure, system failure, power disruption, labor disputes, acts of government, war, civil unrest, natural disasters, fire, flood, epidemics, cyberattacks, or other force majeure events.

24.1 We reserve the right to modify, update, suspend, or discontinue any part of the Platform at any time, with or without notice, to the extent permitted by law.

24.2 We reserve the right to revise these Terms from time to time. Where changes are material, we shall take reasonable steps to notify users. Continued use of the Platform after the effective date of revised Terms shall constitute your acceptance of the updated Terms.

25.1 These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

25.2 Subject to Clause 26 (Dispute Resolution), any dispute arising out of or in connection with these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction in Nigeria, unless Tax Springs Limited elects, at its sole option, to refer the matter to arbitration.

26.1 In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the matter amicably through mutual consultations within thirty (30) days of notification of the dispute.

26.2 Where the dispute remains unresolved through amicable consultation, it shall be referred to and finally determined by the courts of competent jurisdiction in Nigeria, unless otherwise agreed by the parties in writing.

26.3 Nothing in this clause shall prevent either party from seeking urgent interim, injunctive, or equitable relief from a court of competent jurisdiction to protect its rights or property pending a final determination.

If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

These Terms, together with our Privacy Policy, Cookie Policy, Refund Policy, and any separate written agreement relating to Professional Services, constitute the entire agreement between you and Tax Springs regarding your use of the Platform.

If you have questions about these Terms, you may contact us at: