Please carefully review these Terms of Use (“Terms”, “Terms of Use”) before utilizing the naijasoftware.com website (the “Service”) provided by Naijasoftware (“us”, “we”, or “our”).

Your ability to access and utilize the Service is contingent upon your acceptance and adherence to these Terms. These Terms are applicable to all visitors, users, and others who access or use the Service.

By accessing or utilizing the Service, you are acknowledging your agreement to abide by these Terms. If you do not agree with any part of these terms, you are prohibited from accessing the Service.

Scope


1.1 These General Terms & Conditions of Naijasoftware (Company number 134335764) apply to all contracts between Naijasoftware and its customers (“Customer”) concerning the sale, delivery, and temporary provision of digital content, digital goods, and non-digital goods (“Goods”). If Naijasoftware also provides services, they are considered ancillary to the purchase contracts. Any conflicting terms from the Customer are only valid if Naijasoftware explicitly agrees to them. Naijasoftware’s actions do not imply acceptance of the Customer’s terms. This requirement applies even if Naijasoftware provides services while aware of the Customer’s terms.

1.2 These GTC apply to both consumers (as defined by section 13 of the Nigerian Consumer Protection Act) and entrepreneurs (as defined by section 14 of the Act). Unless otherwise noted, terms apply equally to both groups. Any exceptions for consumers will be clearly stated.

1.3 These terms also govern future contracts between Naijasoftware and entrepreneurs.

1.4 Digital content refers to all digital services, excluding digital Goods, access codes, product keys, or other digital information.

1.5 Digital Goods are software provided by Naijasoftware for download, possibly with accompanying rights under clauses 5 and 6.

1.6 Non-digital Goods are physical software distributed by Naijasoftware, possibly with accompanying rights under clauses 5 and 6, as well as other physical products.

1.7 Naijasoftware operates an online shop on its website and also sells products on various marketplaces, such as ebay.ng, rakuten.ng, or rueducommerce.ng.

1.8 By placing an order under clause 2.2, the Customer agrees to these GTC.

Contract Conclusion


2.1 The agreement’s finalization concerning a purchase through the Naijasoftware Online Shop does not occur when the Customer initiates the purchase order. Instead, the Customer’s purchase order serves as an offer for contract finalization. The prices, quotations, and descriptions of goods or services specified in the Naijasoftware Online Shop are not considered an offer.

2.2 The contract finalization for a purchase via one of the Marketplaces occurs when the Customer initiates the purchase order.

2.3 Before definitively submitting the purchase order, the Customer has the opportunity to identify potential input errors by carefully reviewing the information displayed on the screen. An effective technical method for identifying input errors in this context may involve using the browser’s zoom function to enlarge the screen display. The Customer can rectify any mistakes during the electronic order process using standard keyboard and mouse functions until clicking on the button to complete the order process.

2.4 The order confirmation for a purchase through the Naijasoftware Online Shop does not imply acceptance of the purchase offer by Naijasoftware. In such cases, a contract between Naijasoftware and the Customer is only established through another action by Naijasoftware as outlined in clause 2.5.

2.5 Naijasoftware may accept the Customer’s offer within five days by:

a) personally delivering or having a trading partner deliver the ordered goods to the Customer, with the Customer’s receipt of the goods being paramount, or
b) requesting payment from the Customer via separate communication after the Customer submits the purchase order. This includes selecting a payment method during the order process through which the ordered goods must be paid before shipping.
If multiple alternatives from the aforementioned options are available, the contract is concluded upon the occurrence of the first of these alternatives.

2.6 The deadline for accepting the offer as per clause 2.5 begins on the day following the Customer’s submission of the offer and ends on the fifth day thereafter. If Naijasoftware fails to accept the Customer’s offer within this deadline, the offer is deemed rejected, and the Customer is no longer bound to their declaration of intent.

2.7 The contract may only be concluded in the English language.

2.8 If the Customer provides an email address for contract handling, they must ensure that emails sent by Naijasoftware can be received at that address. When using spam filters, the Customer must ensure that they are properly configured so that emails sent by Naijasoftware or third parties engaged by Naijasoftware for order handling can be delivered. Naijasoftware or the third party engaged for order handling will ensure that the emails are not objectively suitable, based on their external appearance, to be mistaken for spam messages.

Subject Matter of the Agreement

3.1 Naijasoftware shall supply the Customer with Goods and shall provide services as ancillary to contracts for the delivery of Goods. The nature of the service provided by Naijasoftware shall be determined by the agreement between the parties. Naijasoftware may utilize its employees, subcontractors, or other agents to fulfill its obligations under this agreement.

3.2 For contracts involving the delivery of non-digital Goods, Naijasoftware’s service shall be based on the description provided in its Online Shop or relevant Marketplace. The Seller’s retention of title regulations under clause 10 shall apply. In the case of a software purchase contract, Naijasoftware shall be responsible for permanently transferring the specified software as indicated in the license certificate. Naijasoftware shall provide one copy of the software on a suitable data carrier and a printed or downloadable version of the user documentation. Until the purchase price is paid in full as per clause 8, all data carriers and user documentation shall remain subject to Naijasoftware’s retention of title. The nature of the software shall be determined by the respective product description in Naijasoftware’s Online Shop or relevant Marketplace. Naijasoftware shall also grant rights as per clause 4.

3.3 For contracts involving the delivery of digital Goods:

a) In the case of a software purchase contract, Naijasoftware shall permanently transfer the specified software in object code as indicated in the license certificate. Naijasoftware shall provide a means for downloading the software and a printed or downloadable version of the user documentation. Until the purchase price is paid in full as per clause 8, the user documentation shall remain subject to Naijasoftware’s retention of title. The condition of the software shall be defined by the respective product description in Naijasoftware’s Online Shop or relevant Marketplace. Naijasoftware shall also grant rights as per clause 4.
b) In the case of a software leasing contract, Naijasoftware shall temporarily provide the specified software in object code as indicated in the license certificate. Naijasoftware shall provide a means for downloading the software and a printed or downloadable version of the user documentation. Until the purchase price is paid in full as per clause 8, the user documentation shall remain subject to Naijasoftware’s retention of title. The condition of the software shall be defined by the respective product description in Naijasoftware’s Online Shop or relevant Marketplace. Naijasoftware shall also grant rights as per clause 5.

3.4 For contracts involving the delivery of digital content, Naijasoftware shall provide the specified digital content to the Customer. The use of the digital content shall be subject to the terms of use provided by the relevant provider. The use of the digital content is contingent upon full payment of the purchase price as per clause 8. Naijasoftware may provisionally permit use before full payment.

3.5 Naijasoftware shall provide services solely as ancillary to the primary obligations of the agreement and only after separate consultation with the Customer.

3.6 The delivery of the contract object shall be governed by clause 9.

3.7 If Naijasoftware is unable to fulfill its contractual obligations due to the unavailability or unsatisfactory condition of the Customer’s employees, documents, data, or devices, or if the Customer fails to cooperate as required, Naijasoftware reserves the right to charge the Customer for any additional expenses incurred.

3.8 If the Customer is an entrepreneur, Naijasoftware reserves the right to deliver goods to itself in a timely and correct manner if it is not responsible for any delays or errors in self-delivery.

Granting of Rights for a Contract on the Delivery of Software

Clause 4 pertains specifically to contracts involving the purchase of software as outlined in Clauses 3.2 and 3.3 a). Upon completion of the payment terms stipulated in Clause 8, the Customer is granted a non-exclusive, perpetual right to utilize the software in accordance with the terms agreed upon in the contract. This right extends to the installation of the software, its loading into RAM, and its authorized use by the Customer. However, it is important to note that the software may only be used concurrently by a maximum number of natural persons corresponding to the quantity of software acquired by the Customer. The Customer is expressly prohibited from engaging in activities such as leasing, sub-licensing, publicly reproducing, or making the software publicly available through wired or wireless means without prior authorization.

Clause 4.3 grants the Customer the entitlement to create a backup copy of the software if such action is deemed necessary to ensure future use. Similarly, under Clause 4.4, the Customer may decompile or reproduce the software within the bounds permitted by law, provided that the Seller has failed to furnish the necessary information within a reasonable timeframe upon request.

Clause 4.5 addresses the Customer’s ability to permanently transfer the acquired copy of the software to a third party, including the documentation accompanying it. However, in doing so, the Customer must cease all usage of the software, remove any installed copies from their computers, and either delete or surrender any existing copies on other data storage devices, unless otherwise mandated by law. Additionally, the Customer is required to confirm the execution of these measures in writing to the Seller upon request. It is further stipulated that the Customer must ensure that the third party receiving the software agrees to adhere to the terms outlined in Clause 4. Any attempt to split acquired volume packages is strictly prohibited.

Under Clause 4.6, should the Customer utilize the software in a manner exceeding the rights acquired through the purchase, whether in terms of quality or quantity, they are obligated to promptly acquire additional software to rectify the situation. Failure to do so may result in the Seller exercising their rights accordingly.

Lastly, Clause 4.7 emphasizes the importance of maintaining copyright notices, serial numbers, and other identifying features of the software, as any removal or alteration of these elements is prohibited.

Granting of Rights for Contract on the Temporary Provision of Software

Clause 5 applies exclusively to contracts involving the temporary provision of software as outlined in Clause 3.3 b). Upon fulfillment of the payment conditions specified in Clause 8, the Customer is granted a non-exclusive, non-transferable, and non-sub-licensable right to utilize the software for the duration specified in the contract and accompanying license certificate. This right encompasses the installation of the software, its loading into RAM, and its authorized use by the Customer. However, the Customer is prohibited from engaging in activities such as leasing, sub-licensing, publicly reproducing, or making the software publicly available without prior authorization.

Similar to Clause 4.3, Clause 5.3 permits the Customer to create a backup copy of the software if deemed necessary for future use. Clause 5.4 grants the Customer the right to decompile or reproduce the software within the limits prescribed by law, subject to the condition that the Seller has failed to provide the necessary information within a reasonable timeframe upon request.

Under Clause 5.5, the Customer is not permitted to reproduce the software beyond the provisions outlined in Clauses 5.1 to 5.3. Furthermore, Clause 5.6 expressly prohibits the Customer from transferring any copies of the software to third parties, including those created by the Customer. This prohibition extends to activities such as resale, lending, leasing, sub-licensing, public reproduction, or making the software available to others.

In the event of a breach of any provisions outlined in Clause 5, all rights granted to the Customer shall be rendered null and automatically revert to the Seller. The Customer is required to cease all usage of the software, delete any installed copies, and either delete or surrender any backup copies in their possession without delay.

Customer Responsibilities

  1. Unless otherwise specified in the contract, any license certificate, or user documentation, it is the customer’s responsibility to take appropriate measures to safeguard the Goods from unauthorized access by third parties. This includes storing digital content copies securely.
  2. The customer must designate a point of contact whose statements and actions, concerning contract handling, are binding. This provision does not apply to consumers.
  3. The customer must keep the seller informed of all relevant circumstances and processes necessary for contract handling before and during the contract’s execution. This requirement excludes consumers.
  4. The customer is obliged to cooperate with the seller to ensure proper contract implementation by providing necessary documents (e.g., ID, Passport, or driving license), data, and information. This also entails timely communication with employees regarding upcoming deliveries or service provisions by the seller.

Right to Withdrawal

  1. Consumers are entitled to exercise their right to withdrawal.
  2. Detailed information regarding the right to withdrawal is available in the Seller’s Revocation Instruction, accessible at https://naijasoftwares.com/refund_returns/ or on the respective Marketplace platform operated by the Seller.

Delivery & Shipping Terms


Unless otherwise arranged, Naijasoftware shall deliver goods via the shipping method to the delivery address specified by the customer. The delivery address provided during Naijasoftware’s purchase process will govern the transaction handling.

If the transport company returns shipped goods to Naijasoftware due to the impossibility of delivery to the customer, the customer will incur the costs for the unsuccessful shipping. This provision does not apply if the customer exercises their right of revocation, is not at fault for the delivery impossibility, or is temporarily unable to accept the offered service, unless Naijasoftware adequately notified the customer in advance.

Due to logistical constraints, self-collection is not available.

Digital content will be provided to the customer in electronic format via download link. Product keys will be emailed to the customer.