Service Terms & Conditions

ABOUT US:

It’s our mission to make commerce and inventory management, better SMEs.

CWG Small and Medium Enterprise Resource Planning (SMERP) is a Bespoke SME tool developed to help SMEs grow and effectively manage their businesses. It’s also our aim to create an SME brand and build relationships with our customers within this space. It’s the first sector-specific SME tool because we realized the need for SMEs to use a flexible technology platform to grow their businesses.
The focus is to make business management better for everyone dealing with products or services.

TERMS OF SERVICE:


By signing up for the SMERP services or any of the services of SMERP or its affiliate services (“SMERP”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by SMERP under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”) or the use of the inventory management system or all of the aforementioned. Any such services offered by SMERP are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. SMERP reserves the right to update and change the Terms of Service by posting updates and changes to the SMERP website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using SMERP or any SMERP services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1. Account Terms
a. You must be 21 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
b. To access and use the Services, you must register for a SMERP account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. SMERP may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
c. You acknowledge that SMERP will use the email address you provide as the primary method for communication.
d. You are responsible for keeping your password secure. SMERP cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
e. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
f. A breach or violation of any term in the Terms of Service, including the Acceptable Use Policy (AUP), as determined in the sole discretion of SMERP will result in an immediate termination of your services.
WHICH MEANS;
You are responsible for your Account and any Materials you upload to the SMERP Service. Remember that with any violation of these terms we will cancel your service.
If we need to reach you, we will send you an email.


2. Account Activation
2.1. SMERP Account
a. Subject to sign up, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.

b. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.2. Domain Names

a. Upon purchasing a domain name through SMERP, domain registration will be preset to automatically renew each month/year so long as your SMERP Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
WHICH MEANS:
The person signing up for the SMERP Service is responsible for the account and is bound by these Terms of Service. If you sign up on behalf of your employer, your employer owns the account and is also bound by our Terms of Service.
We automatically create accounts for you to accept payments. You are responsible for activating and deactivating these accounts.
Any domain you purchase through us will automatically renew unless you opt out.

3. General Conditions
You must read, agree with and accept all of the terms and conditions contained in these Terms of Service
a. Technical support is only provided to paying Account holders and is only available via email.
b. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria.
c. You acknowledge and agree that SMERP may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on SMERP’s website and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to SMERP’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
d. You shall not use the SMERP service for any illegal or unauthorized purpose nor shall you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Nigeria and the Federal Republic of Nigeria. You will comply with all applicable laws, rules and regulations in your use of the Service.
e. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by SMERP.
f. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use SMERP or SMERP trademarks and/or variations and misspellings thereof.
g. Questions about the Terms of Service should be sent to info@smerp.com.ng
h. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
i. You acknowledge and agree that your use of the Service, including information transmitted to or stored by SMERP, is governed by its privacy policy.
j. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and SMERP’s Terms of Service available in another language, the most current English version of the Terms of Service will prevail.
WHICH MEANS
The SMERP service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose.
If a dispute arises the issue will be dealt with in and according to the laws of the Federal Republic of Nigeria.
Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.

4. SMERP Rights
a. We reserve the right to modify or terminate the Service for any reason, without notice at any time.
b. We reserve the right to refuse service to anyone for any reason at any time.
c. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store or these Terms of Service.
d. Verbal or written abuse of any kind (including threats of abuse or retribution) of any SMERP customer, SMERP employee, member, or officer will result in immediate Account termination.
e. SMERP does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
f. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that SMERP employees and contractors may also be SMERP customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
g. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, the government issued photo ID, the last four digits of the credit card on file, etc.
h. SMERP retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, SMERP reserves the right to temporarily disable an Account until a resolution has been determined by the disputing parties.
WHICH MEANS
We can modify, cancel or refuse the service at any time.
In the event of an ownership dispute over a SMERP account, we can freeze the account or transfer it to the rightful owner.

5. Limitation of Liability
a. You expressly understand and agree that SMERP shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

b. In no event shall SMERP or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SMERP partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

c. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

d. SMERP does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

e. SMERP does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

f. SMERP does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
WHICH MEANS
We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.
Service is “as is” so it may have errors or interruptions and we provide no warranties.

6. Waiver and Complete Agreement
The failure of SMERP to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and SMERP and govern your use of the Service, superseding any prior agreements between you and SMERP (including, but not limited to, any prior versions of the Terms of Service).
WHICH MEANS
If SMERP chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.
These terms of service make up the agreement that applies to you. This means that any previous agreements between you and SMERP don’t apply if they conflict with these terms.
7. Intellectual Property and Customer Content
a. We do not claim any intellectual property rights over the Materials you provide to the SMERP service. All Materials you upload remains yours. You can remove your SMERP store at any time by deleting your Account.

b. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow SMERP to store, and in the case of Materials you post publicly, display, your Materials; and (c) that SMERP can, at any time, review all the Materials submitted to its Service, although SMERP is not obligated to do so.

c. You retain ownership over all Materials that you upload to a SMERP store; however, by making your store public, you agree to allow others to view Materials that you post publicly to your store. You are responsible for compliance with the Materials with any applicable laws or regulations.

d. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

e. SMERP shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.
WHICH MEANS
Anything you upload remains yours and your responsibility.

8. Theme Store
a. You may establish the appearance of your SMERP store with a design template from SMERP's Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single store only. You are free to transfer a Theme to a second one of your own stores if you close your first store. To initiate a transfer of a Theme to a second one of your stores, please email info@smerp.com.ng You are not permitted to transfer or sell a Theme to any other person’s store on SMERP or elsewhere. Multiple stores require multiple downloads and each download is subject to the applicable fee. SMERP gives no assurance that a particular Theme will remain available for additional downloads.

b. You may modify the Theme to suit your store. SMERP may add or modify the footer that refers to SMERP at its discretion. SMERP may modify the Theme where it contains, in our sole discretion, an element that violates the SMERP Terms of Service, even if you received the Theme in that condition. SMERP may modify the Theme to reflect technical changes and updates as required.

c. The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and SMERP may take administrative action such as modifying your store or closing your store.

d. Technical support for a Theme is the responsibility of the designer, and SMERP accepts no responsibility to provide such support. SMERP may be able to help you contact the designer.

e. It is the responsibility of the user, and not SMERP, to ensure that the installation of a new theme does not overwrite or damage the current or pre-existing theme, or UI, of the user.
WHICH MEANS
You can purchase our Themes to use for one store at a time. Feel free to modify our Theme, but respect that the designers own their Themes, so don’t infringe on their rights. For Theme-related problems, contact the designer. Note that Themes may disappear over time and are subject to change.

9. SMERP Experts
a. SMERP Experts is an online directory of independent third parties ("Experts") that can help you build and operate your SMERP store. SMERP does not employ Experts and is in no way affiliated with Experts.

b. SMERP does not endorse Experts and takes no responsibility for any work performed by Experts or failure to fulfil a work order. Links to websites of Experts, announcements about services or offers, and responses to email inquiries regarding Experts, are provided solely for informational purposes at the discretion of SMERP and shall not be construed or imply permission, or an affiliation, position regarding any issue in controversy, authentication, appraisal, sponsorship, nor a recommendation or endorsement of any website, product, service, activity, business, organization, or person, and any offers, products, services, statements, opinions, content or information on any linked third-party website.

c. Under no circumstances shall SMERP be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and SMERP experts. These limitations shall apply even if SMERP has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.
WHICH MEANS
Experts are not employees of SMERP and we are not responsible for them.

10. Payment of Fees
Cancellation and Termination
a. You may cancel your Account at any time by emailing info@smerp.com.ng and then following the specific instructions indicated to you in SMERP’s response.

b. Upon termination of the Services by either party for any reason:

c. SMERP will cease providing you with the Services and you will no longer be able to access your Account;

d. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

e. any outstanding balance owed to SMERP for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

f. your store website will be taken offline.

g. If you purchased a domain name through SMERP, upon cancellation your domain will no longer be automatically renewed. Following the cancellation, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

h. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

i. We reserve the right to modify or terminate the SMERP Service or your Account for any reason, without notice at any time.

j. Fraud: Without limiting any other remedies, SMERP may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
WHICH MEANS
To initiate a cancellation, email info@smerp.com.ng SMERP will respond with specific information regarding the cancellation process for your account. Once a cancellation is confirmed, domains purchased through SMERP will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.
We may change or cancel your account at any time. Any fraud and we will suspend or cancel your account.

11. Modifications to the Service and Prices
a. Prices for using the Services are subject to change upon 30 days’ notice from SMERP. Such notice may be provided at any time by posting the changes to the SMERP Site (SMERP.ng) or the administration menu of your SMERP store via an announcement.
b. SMERP reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
c. SMERP shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
WHICH MEANS
We may change or discontinue the service at any time, without liability.

12. Third Party Services
a. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, SMERP’s partners or other third parties.
b. SMERP may from time to time recommend, provide you with access to, or enable third-party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the SMERP App Store. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or SMERP’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, SMERP may receive a revenue share from Third Party Providers that SMERP recommends to you.

c. We do not provide any warranties with respect to Third Party Services. You acknowledge that SMERP has no control over Third Party Services and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on SMERP’s websites, including the SMERP App Store, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with SMERP. SMERP does not guarantee the availability of Third Party Services and you acknowledge that SMERP may disable access to any Third Party Services at any time in its sole discretion and without notice to you. SMERP is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. SMERP strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates you should charge to your customers.

d. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. SMERP is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.

e. Under no circumstances shall SMERP be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if SMERP has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

f. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, SMERP partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
WHICH MEANS
We are not responsible for third party services so use them at your own risk. If you use any third party services on the SMERP platform, you permit us to send your data to those services. If you use them you agree that we do not provide a warranty, so get advice beforehand.

13. Privacy & Data Protection
SMERP is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that SMERP’s collection, usage and disclosure of this personal information is governed by our Privacy policy.
WHICH MEANS
SMERP’s use and collection of personal information are governed by our Privacy Policy.