Terms of Service

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Toplorgical Nigeria Limited, operating the CoopOS platform ("we," "us" or "our"), concerning your access to and use of our cooperative management platform at www.coopos.app and related services.

You agree that by accessing or using CoopOS, you have read, understood, and agree to be bound by all of these Terms of Service. If you do not agree with all of these Terms of Service, then you are expressly prohibited from using the platform and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason.

The platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the platform.

CoopOS is a comprehensive cooperative management platform developed by Toplorgical Nigeria Limited. The platform provides cooperative societies, SACCOs, credit unions, thrift associations, and similar organisations with tools to:

• Member Management: Register, verify, profile, and track cooperative members across their entire lifecycle.
• Savings & Contributions: Record and manage member savings, thrift contributions, share capital, and voluntary deposits.
• Loan Management: Process loan applications, conduct credit assessments, manage disbursements, track repayments, and handle arrears.
• Cooperative Governance: Facilitate meetings, record minutes, manage voting, and maintain governance audit trails.
• Financial Reporting: Generate income statements, balance sheets, member statements, and regulatory compliance reports.
• Multi-Tenant Architecture: Support multiple cooperative branches or chapters under one umbrella organisation.
• Integrations: Connect with payment processors, banking APIs, SMS gateways, and accounting software.

We reserve the right to modify, suspend, or discontinue any part of the services at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the services.

When you create an account or cooperative workspace with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our platform.

Account Security

• You are responsible for safeguarding the password that you use to access CoopOS and for any activities or actions under your account.
• You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.
• You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
• You may not use as a username the name of another person or entity or that is not lawfully available for use.

Cooperative Administrator Responsibilities

The designated cooperative administrator is responsible for:

• Inviting and managing user access for other staff and officers within the cooperative workspace
• Ensuring all information entered into the platform is accurate and lawfully obtained
• Maintaining appropriate access controls and deactivating accounts of former staff or officers promptly
• Complying with applicable cooperative laws and financial regulations in their jurisdiction

You may not access or use the CoopOS platform for any purpose other than that for which we make it available. The platform may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the platform, you agree not to:

• Systematically retrieve data or other content from the platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
• Use the platform to advertise or offer to sell goods and services.
• Circumvent, disable, or otherwise interfere with security-related features of the platform, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the platform and/or the content contained therein.
• Engage in unauthorized framing of or linking to the platform.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the platform or the networks or services connected to the platform.
• Attempt to impersonate another user or person or use the username of another user.
• Use any information obtained from the platform in order to harass, abuse, or harm another person.
• Use the platform as part of any effort to compete with us or otherwise use the platform and/or the content for any revenue-generating endeavour or commercial enterprise without our express written permission.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the platform.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the platform.
• Enter or record false cooperative member data, fictitious transactions, or fraudulent loan applications.

CoopOS offers subscription plans to cooperatives based on member count, feature requirements, and support levels. By selecting a subscription plan, you agree to the associated pricing and billing terms.

Billing Terms

• Subscriptions are billed in advance on a monthly or annual basis, as selected.
• All fees are exclusive of taxes. You are responsible for paying any applicable taxes, levies, or duties imposed by your local tax authorities.
• We reserve the right to change our pricing with 30 days' advance notice to existing subscribers.
• Failed payments may result in temporary suspension of your cooperative workspace until the outstanding balance is cleared.

Cancellations & Refunds

• You may cancel your subscription at any time from your account settings.
• Cancellation takes effect at the end of the current billing period. You retain access to the platform until then.
• Refunds are assessed on a case-by-case basis. Contact support@coopos.app within 7 days of a charge if you believe a refund is warranted.
• Upon cancellation, you may export your cooperative data in standard formats before your access expires.

You retain full ownership of all cooperative data, member records, financial transactions, and other content that you submit, upload, or input into CoopOS. We do not claim any ownership rights over your data.

We act as a data processor on your behalf for the purposes of operating the platform. You, as the cooperative operator, remain the data controller for your members' personal information and are responsible for compliance with applicable data protection laws, including the Nigeria Data Protection Act (NDPA).

You may export your data in standard formats (CSV, PDF) at any time from your account dashboard. Upon termination of your account, we will retain your data for a period of 90 days, during which you may request a full export. After this period, your data will be permanently deleted from our systems, subject to any legal retention obligations.

Unless otherwise indicated, the CoopOS platform and all its source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by Toplorgical Nigeria Limited and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.

The Content and the Marks are provided on the platform "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the platform, you are granted a limited license to access and use the platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your cooperative's internal business use. We reserve all rights not expressly granted to you in and to the platform, the Content and the Marks.

The platform may contain links to third-party websites and services, and/or display advertisements from third parties that are not affiliated with us and which may link to other websites, online services or mobile applications. We cannot guarantee the safety and accuracy of their content, products, and services. Clicking on links to third-party content or advertisements involves leaving our platform.

CoopOS may integrate with third-party services including but not limited to:

• Payment processors (e.g., Paystack, Flutterwave, Interswitch)
• SMS/messaging gateways
• Cloud storage providers
• Accounting and ERP software
• Email delivery services

Your use of third-party integrations is subject to those providers' own terms and policies. We are not responsible for any loss or damage arising from your use of third-party services.

We care about data privacy and security. Please review our Privacy Policy and Cookie Policy. By using the platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the platform is hosted in Nigeria. If you access the platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Nigeria, then through your continued use of the platform, you are transferring your data to Nigeria, and you expressly consent to have your data transferred to and processed in Nigeria.

These Terms of Service shall remain in full force and effect while you use the platform. Without limiting any other provision of these Terms of Service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the platform (including blocking certain IP addresses), to any person for any reason or for no reason.

We may terminate your use or participation in the platform or delete your account and any content or information that you posted at any time, without warning, in our sole discretion, including but not limited to:

• Breach of these Terms of Service
• Non-payment of subscription fees
• Suspicion of fraudulent, abusive, or illegal activity
• Court order or regulatory directive

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

In no event shall CoopOS, Toplorgical Nigeria Limited, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the platform
• Any conduct or content of any third party on the platform
• Any content obtained from the platform
• Unauthorized access, use or alteration of your transmissions or content
• Interruption or cessation of transmission to or from our platform
• Any bugs, viruses, trojan horses, or the like which may be transmitted through the platform

Our total aggregate liability to you for any claims arising from the use of the platform shall not exceed the amount paid by you to us in the six (6) months immediately preceding the event giving rise to the claim.

The platform is provided on an AS-IS and AS-AVAILABLE basis. You agree that your use of the platform and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the platform and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We make no warranties or representations about the accuracy or completeness of the platform's content or the content of any websites linked to the platform and we will assume no liability or responsibility for any:

• Errors, mistakes, or inaccuracies of content and materials
• Personal injury or property damage of any nature whatsoever resulting from your access to and use of the platform
• Any interruption or cessation of transmission to or from the platform
• Any bugs, viruses, trojan horses, or the like which may be transmitted through the platform

CoopOS does not provide legal, financial, or regulatory advice. The financial tools and reports generated by the platform are for informational purposes only and should not be treated as professional financial advice. Cooperative operators are responsible for ensuring compliance with applicable cooperative society laws and regulations in their jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the use of the platform, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the dispute to arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004.

Any arbitration shall be conducted in Lagos, Nigeria, and the language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on both parties.

Notwithstanding the above, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or stop any breach of these Terms.

In order to resolve a complaint regarding the platform or to receive further information regarding use of the platform, please contact us using the details below: