Terms & Conditions

1 Definitions

In these Terms and Conditions, the following words shall have the meanings ascribed to them below unless the context otherwise requires:

• "Company," "We," "Us," or "Our" refers to Omni Channel Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria, with its principal office in Lagos, Nigeria.
• "Omni Desk" means the CRM and ERP Business Suite platform, inclusive of all software, services, features, tools, APIs, and updates, accessible via the web at omni-desk.com and through the Omni Desk Mobile Application.
• "Platform" means the web-based interface, application programming interfaces (APIs), and the Omni Desk Mobile App collectively.
• "Mobile App" means the Omni Desk mobile application available on supported operating systems (iOS and Android).
• "User," "You," or "Your" refers to any individual or entity that accesses or uses Omni Desk under a valid subscription or trial account.
• "Customer" means the organisation, business, or legal entity that has subscribed to a paid or trial Omni Desk plan and is responsible for User accounts created under that subscription.
• "Customer Data" means all data, information, records, files, and content uploaded, submitted, or processed through the Platform by or on behalf of the Customer.
• "Subscription" means the recurring licence to access and use Omni Desk features according to the selected subscription plan.
• "Subscription Fee" means the periodic payment (monthly or annual) due in exchange for continued access to Omni Desk.
• "Trial Period" means the initial seven (7) calendar-day period during which the Customer may access Omni Desk at no charge to evaluate its features.
• "Extended Trial" means an additional period of up to thirty (30) calendar days granted upon the Customer's written request during or at the end of the standard Trial Period.
• "Services" means all CRM (Customer Relationship Management), ERP (Enterprise Resource Planning), and ancillary services provided through the Platform.
• "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual or industrial property rights.
• "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to natural disasters, governmental actions, internet outages, cyberattacks, or acts of God.
• "NDPR" means the Nigeria Data Protection Regulation 2019 and any amendment thereto, including the Nigeria Data Protection Act 2023.
• "Effective Date" means 1 July 2025, or the date the Customer first activates an account on the Platform, whichever is earlier.

2 Acceptance of Terms

2.1 These Terms and Conditions constitute a legally binding agreement between You and Omni Channel Limited. By clicking "I Agree," creating an account, activating a Trial, or otherwise accessing or using the Platform, You accept these Terms in full.

2.2 Where You are subscribing on behalf of a business entity or organisation, You represent and warrant that You have the authority to bind that entity, and all references to "You" shall include that entity.

2.3 These Terms must be read together with Our Privacy Policy, which is incorporated herein by reference and forms an integral part of this agreement.

2.4 These Terms supersede any prior agreements, negotiations, representations, or understandings between the parties with respect to the use of the Platform.

3 Description of Services

3.1 Omni Desk is a cloud-hosted, multi-tenant CRM and ERP Business Suite designed to help organisations manage customer relationships, business processes, operations, and enterprise resources from a unified platform. The Services include, but are not limited to:

• Customer Relationship Management (CRM) — lead management, contact management, pipeline tracking, and customer communications;
• Enterprise Resource Planning (ERP) — inventory management, procurement, invoicing, accounting, payroll, and financial reporting;
• Human Resources Management — employee records, attendance, leave management, and performance tracking;
• Business Intelligence & Reporting — dashboards, analytics, and data export capabilities;
• Omni-channel Communication Tools — email, SMS, call logging, and integration with communication platforms;
• Workflow Automation and Task Management;
• API access for integration with third-party tools;
• Omni Desk Mobile App access for iOS and Android devices.

3.2 The Company reserves the right to modify, add, or discontinue any feature or component of the Services at its discretion, provided that material changes that reduce core functionality will be communicated to Customers with at least thirty (30) days' prior notice.

3.3 Certain features may be restricted to specific subscription plans. The Company's published plan comparison document specifies the features included in each tier and may be updated from time to time.

4 Eligibility & Account Registration

4.1 The Platform is intended for businesses and professionals. Individual Users must be at least eighteen (18) years of age to create an account.

4.2 You agree to provide accurate, current, and complete information during registration and to maintain and promptly update this information to keep it accurate.

4.3 You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify the Company immediately of any suspected unauthorised access to your account.

4.4 The Company reserves the right to decline registration or suspend accounts at its sole discretion, particularly where there is reason to believe that the information provided is false, inaccurate, or violates these Terms.

4.5 Each Customer account may have multiple User seats as permitted by the applicable subscription plan. The Customer is responsible for managing User access and ensuring compliance with these Terms by all Users under their account.

4.6 Account credentials are personal and non-transferable. Sharing login credentials across multiple individuals is strictly prohibited.

5 Subscription Plans & Fees

5.1 Subscription Plans

The Company offers various subscription tiers for Omni Desk, including monthly and annual billing cycles. The features, user seat limits, storage allocations, and pricing for each plan are published on the Omni Desk website and may be updated from time to time with appropriate notice.

5.2 Billing & Payment

5.2.1 Subscriptions are billed in advance on a monthly or annual basis, depending on the selected billing cycle. All fees are payable in Nigerian Naira (NGN) or such other currency as the Company may make available.

5.2.2 Payment is due on the first day of each billing cycle. The Company accepts payment via bank transfer, debit/credit card, and other payment methods displayed on the Platform.

5.2.3 The Company reserves the right to revise Subscription Fees at any time, subject to providing at least thirty (30) days' written notice to the Customer prior to the next billing cycle.

5.3 Late Payment

If payment is not received within seven (7) days of the due date, the Company may, without prejudice to any other remedy, suspend or restrict access to the Platform. Access will be restored within one (1) business day of receipt of outstanding payment.

5.4 Taxes

All fees are exclusive of applicable taxes, including Value Added Tax (VAT) as prescribed by Nigerian law. The Customer is responsible for paying all applicable taxes and levies arising from their use of the Platform.

5.5 Upgrades & Downgrades

Customers may upgrade their subscription plan at any time, with charges prorated from the date of upgrade. Downgrades take effect at the start of the next billing cycle. The Company does not provide refunds for the unused portion of a higher-tier plan when downgrading.

5.6 Annual Subscriptions

Annual subscriptions are payable in full at the start of the subscription year. Where a Customer elects to terminate an annual subscription early, the Company will not refund the unused portion of the annual fee, except as expressly provided in the refund provisions of these Terms.

6 Free Trial & Refund Policy

6.1 Standard Free Trial

New Customers are entitled to a free trial period of seven (7) calendar days commencing from the date of account activation. During the Trial Period, the Customer may access Omni Desk features as specified in the trial plan at no charge. No payment method is required to initiate the standard Trial Period unless the Customer opts to activate a paid plan during the trial.

6.2 Extended Trial

Upon written request submitted to support@omni-desk.com during or before the expiry of the seven (7) day standard trial, the Company may, at its discretion, grant an extended trial period of up to thirty (30) additional calendar days. The extended trial is granted once per Customer entity and is not renewable. The Company reserves the right to decline extended trial requests without providing a reason.

6.3 Exceptions to No-Refund Policy

Notwithstanding the no-refund policy in Section 6.2, the Company may, at its sole and absolute discretion, consider a refund or credit where:

• There is a verified billing error or duplicate charge attributable to the Company's systems;
• The Platform experienced a prolonged and verified downtime (exceeding seventy-two (72) consecutive hours) during the billing period due solely to Company fault, and no alternative access or workaround was provided;
• Applicable law in Nigeria mandates a refund under specific circumstances.

All refund requests must be submitted in writing to billing@omni-desk.com within fourteen (14) days of the disputed charge. Approved refunds will be processed within thirty (30) business days.

6.4 Trial Restrictions

Trial accounts are subject to data storage and seat limits as published by the Company. Data entered during a trial period may be exported by the Customer and will be deleted from Company servers within thirty (30) days following trial expiry if no paid subscription is activated.

7 Acceptable Use Policy

7.1 The Customer agrees to use Omni Desk solely for lawful business purposes and in accordance with applicable Nigerian law, applicable international law, and these Terms.

7.2 You agree NOT to, and shall ensure that all Users under your account do not:

• Use the Platform to engage in any unlawful, fraudulent, or malicious activity;
• Upload, transmit, or distribute any malware, ransomware, spyware, viruses, or other malicious code;
• Attempt to gain unauthorised access to any part of the Platform, server infrastructure, or data belonging to other Customers;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Use the Platform to send unsolicited commercial communications (spam) in violation of the Nigerian Cybercrimes (Prohibition, Prevention, etc.) Act 2015;
• Misrepresent your identity or affiliation in order to gain access to the Platform;
• Use automated tools, bots, scrapers, or crawlers to access or extract data from the Platform without prior written permission;
• Sublicense, resell, or otherwise commercialise access to the Platform without a written reseller agreement with the Company;
• Process any data through the Platform that violates the rights of any third party, including but not limited to intellectual property rights or privacy rights;
• Use the Platform in any manner that could overload, impair, or disrupt the Platform's infrastructure or servers;
• Circumvent, disable, or interfere with security or access-control features of the Platform.

7.3 Violation of this Acceptable Use Policy may result in immediate suspension or termination of access without notice and may expose the offending party to civil or criminal liability.

8 Data Ownership & Customer Data

8.1 Ownership: All Customer Data uploaded, submitted, or generated through the Platform remains the sole property of the Customer at all times. The Company claims no ownership over Customer Data.

8.2 Licence to Process: The Customer grants the Company a limited, non-exclusive, worldwide licence to access, process, store, and transmit Customer Data solely to the extent necessary to provide the Services and fulfil obligations under these Terms.

8.3 Data Security: The Company shall implement industry-standard technical and organisational measures to protect Customer Data against unauthorised access, loss, or destruction. See our Privacy Policy for further details.

8.4 Data Portability: At any time during the Subscription, the Customer may export their data using the built-in export tools provided on the Platform. Exports are available in standard formats such as CSV, XLSX, and PDF.

8.5 Data Retention on Termination: Following termination of the Subscription, the Company will retain Customer Data for a period of sixty (60) days, during which the Customer may request a final export. After this period, Customer Data will be permanently deleted unless retention is required by applicable law.

8.6 Data Processing Compliance: Both parties acknowledge that the processing of personal data through the Platform is subject to the Nigeria Data Protection Regulation (NDPR) and the Nigeria Data Protection Act 2023. The Customer, as the data controller, is responsible for obtaining all necessary consents and for ensuring the lawful basis for processing personal data on the Platform.

9 Intellectual Property

9.1 The Platform, including all software, algorithms, user interfaces, documentation, trade marks, logos, and service marks, is the exclusive intellectual property of Omni Channel Limited or its licensors, and is protected under Nigerian and international copyright, trade mark, and intellectual property laws.

9.2 These Terms do not transfer any intellectual property rights to the Customer or any User. The Company grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Customer's internal business operations during the Subscription term.

9.3 The Customer must not copy, modify, adapt, translate, create derivative works from, or incorporate any part of the Platform into other products or services without the Company's prior written consent.

9.4 The Company's name, the "Omni Desk" name and logo, and all related names, logos, product and service names, designs, and slogans are trade marks of Omni Channel Limited. You must not use such marks without the prior written permission of the Company.

9.5 Feedback: If the Customer or any User provides suggestions, ideas, or feedback about the Platform ("Feedback"), the Customer grants the Company a perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, and incorporate such Feedback into the Platform without attribution or compensation.

10 Confidentiality

10.1 Each party (the "Receiving Party") agrees to maintain in strict confidence all Confidential Information received from the other party (the "Disclosing Party") and shall not disclose such information to any third party without the prior written consent of the Disclosing Party.

10.2 Each party agrees to use the other party's Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under these Terms.

10.3 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority.

10.4 Confidentiality obligations under this section shall survive the termination of these Terms for a period of three (3) years.

11 Limitation of Liability

11.1 Exclusion of Consequential Damages

In no event shall either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, or costs of substitute services, even if such party has been advised of the possibility of such damages.

11.2 Exceptions to Exclusions

Nothing in these Terms shall limit or exclude a party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable Nigerian law.

11.3 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by a Force Majeure Event, provided that the affected party notifies the other in writing as soon as practicable and takes reasonable steps to mitigate the impact.

11.4 Customer Responsibility

The Customer acknowledges sole responsibility for: (a) the accuracy, legality, and integrity of all Customer Data; (b) the conduct of all Users under the Customer's account; (c) compliance with applicable laws in the Customer's jurisdiction; and (d) maintaining appropriate data backups where critical business continuity is required.

12 Warranties & Disclaimers

12.1 Company Warranty: The Company warrants that: (a) it has the authority to enter into these Terms; (b) the Platform does not, to its knowledge, infringe the intellectual property rights of any third party; and (c) it will provide the Services with reasonable skill and care.

12.2 Disclaimer of Implied Warranties: Except as expressly stated in these Terms, the Platform and all Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Company expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Nigerian law.

12.3 The Company does not warrant that: (a) the Platform will be error-free or uninterrupted; (b) defects will be corrected within a specific timeframe; (c) the Platform is free from all security vulnerabilities; or (d) the results obtained from using the Platform will meet the Customer's specific business requirements.

12.4 Customer Warranty: The Customer represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) it will use the Platform in compliance with all applicable laws; and (c) all Customer Data processed through the Platform is owned by or licensed to the Customer, and its use does not infringe any third-party rights.

13 Indemnification

13.1 The Customer shall defend, indemnify, and hold harmless Omni Channel Limited, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Customer's or any User's use of the Platform in violation of these Terms;
• any Customer Data that infringes the intellectual property rights, privacy rights, or other rights of any third party;
• the Customer's breach of any applicable law or regulation;
• any claim by a third party arising from the Customer's business operations or use of data processed through the Platform.

13.2 The Company reserves the right to assume exclusive control of the defence of any matter subject to indemnification by the Customer, in which case the Customer shall cooperate with the Company in asserting available defences.

14 Suspension & Termination

14.1 Termination by Customer

The Customer may terminate their subscription at any time by providing written notice to the Company. Termination takes effect at the end of the current billing cycle. No refunds will be issued for any unused portion of a prepaid Subscription period.

14.2 Termination by Company for Cause

The Company may immediately suspend or terminate the Customer's access to the Platform, without prior notice, in the event that:

• The Customer breaches any material provision of these Terms and fails to cure such breach within fourteen (14) days of written notice;
• The Customer or any User engages in activities that pose a security threat to the Platform or to other Customers;
• The Customer engages in fraudulent activity or provides false registration information;
• Payment of Subscription Fees remains outstanding for more than thirty (30) days after the due date;
• The Customer is subject to insolvency proceedings, receivership, or liquidation under Nigerian law;
• Continued provision of Services to the Customer would violate applicable law or regulatory requirements.

14.3 Effects of Termination

Upon termination: (a) all licences granted under these Terms shall immediately cease; (b) the Customer shall lose access to the Platform; (c) Customer Data will be available for export for sixty (60) days after which it will be permanently deleted; (d) accrued payment obligations, indemnification obligations, intellectual property provisions, and confidentiality obligations shall survive.

14.4 Suspension Without Termination

The Company may suspend the Customer's access without terminating the Subscription in cases of late payment or minor policy violations. Suspended accounts may have their access restored upon rectification of the underlying cause.

15 Service Availability & Maintenance

15.1 The Company targets a monthly uptime of ninety-nine point five percent (99.5%) for the Platform, excluding scheduled maintenance windows and Force Majeure Events.

15.2 Scheduled maintenance will be performed with at least forty-eight (48) hours' advance notice communicated via email to the registered account Administrator and/or in-app notification. Where possible, maintenance will be scheduled during off-peak hours.

15.3 The Company will use commercially reasonable efforts to notify Customers of unplanned downtime via the Platform's status page and by email within two (2) hours of detection of a significant outage.

15.4 Service credits or remedies for failure to meet uptime targets, if any, shall be governed by any separate Service Level Agreement (SLA) executed between the Customer and the Company. In the absence of a written SLA, no service credits are guaranteed beyond the provisions of Section 6.3.

16 Security Obligations

16.1 The Company implements reasonable administrative, technical, and physical safeguards to protect the Platform and Customer Data, including but not limited to: data encryption in transit (TLS/SSL) and at rest; access controls and role-based permissions; audit logging; and regular vulnerability assessments.

16.2 The Customer is responsible for: (a) maintaining the security of account credentials; (b) implementing strong passwords and enabling multi-factor authentication where available; (c) promptly reporting any suspected breach or compromise to security@omni-desk.com; and (d) configuring user access rights within the Platform appropriately.

16.3 In the event of a confirmed security breach affecting Customer Data, the Company shall notify the Customer as soon as practicable but no later than seventy-two (72) hours after becoming aware of the breach, in accordance with NDPR requirements.

17 Third-Party Integrations

17.1 Omni Desk may offer integrations with third-party applications, APIs, and services (such as payment gateways, email providers, accounting software, and communication tools). These integrations are provided for convenience, and the Company does not endorse or take responsibility for the performance, security, or availability of such third-party services.

17.2 The Customer's use of any third-party integration through the Platform is subject to the terms and privacy policies of the respective third-party provider. The Company is not a party to any agreement between the Customer and a third-party service provider.

17.3 The Company shall not be liable for any loss, damage, or disruption caused by a third-party service, including any data loss resulting from a third-party provider's malfunction, outage, or security incident.

18 Mobile Application Terms

18.1 The Omni Desk Mobile App is available for download from authorised app stores (Apple App Store, Google Play Store). The Company grants the User a limited, non-exclusive, non-transferable, revocable licence to install and use the Mobile App on devices owned or controlled by the User.

18.2 The Mobile App is a companion interface to the web Platform. Some features available on the web platform may have limited functionality on the Mobile App. The Company does not guarantee feature parity between the web platform and the Mobile App at all times.

18.3 The Customer is responsible for ensuring that the devices used to access the Mobile App maintain adequate security, including device-level password protection and up-to-date operating system patches.

18.4 The Mobile App may request device permissions (such as camera, contacts, push notifications, and storage) to enable certain features. The Customer and Users may control these permissions through their device settings.

18.5 The Company may release updates to the Mobile App from time to time. Continued use of the Mobile App after an update constitutes acceptance of any changes introduced by that update.

18.6 In addition to these Terms, use of the Mobile App is subject to the terms of service of the applicable app store through which the app is downloaded. In the event of a conflict, these Terms shall prevail with respect to the use of Omni Desk Services.

19 Data Protection & Privacy

19.1 The Company processes personal data in accordance with the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Act 2023. Our detailed data practices are described in the Omni Desk Privacy Policy, which is incorporated into these Terms by reference.

19.2 The Customer, in its capacity as a data controller, is responsible for ensuring that the processing of personal data through the Platform complies with applicable data protection laws, including obtaining valid consent from data subjects where required.

19.3 The Company, in its capacity as a data processor for Customer Data, processes such data only on the documented instructions of the Customer and in accordance with the Data Processing provisions of these Terms and the Privacy Policy.

19.4 The Company shall not sell, rent, share, or otherwise commercially exploit Customer Data. Customer Data shall not be used for any purpose other than the provision of Services to the Customer.

20 Changes to Terms

20.1 The Company reserves the right to modify, update, or revise these Terms at any time. Material changes will be communicated to registered Customers via email and/or in-platform notification at least thirty (30) days before the changes take effect.

20.2 Non-material changes (such as editorial corrections, clarifications, or changes required by law) may take effect immediately upon publication on the Platform.

20.3 Continued use of the Platform after the effective date of any modification constitutes the Customer's acceptance of the updated Terms. If the Customer does not agree to the updated Terms, the Customer must cease use of the Platform and may terminate the Subscription in accordance with Section 14.1 before the changes take effect.

20.4 The current version of these Terms will always be available at https://omni-desk.com/terms.

21 Governing Law & Dispute Resolution

21.1 These Terms and any dispute, controversy, or claim arising out of or in connection with them, or their subject matter or formation, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

21.2 Informal Resolution: The parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days from the date one party notifies the other in writing of the dispute.

21.3 Mediation: If a dispute cannot be resolved informally within thirty (30) days, the parties may agree to refer the matter to a neutral mediator appointed by mutual agreement.

21.4 Arbitration: If the dispute remains unresolved after mediation, it shall be finally settled by binding arbitration under the Arbitration and Conciliation Act (as amended) of Nigeria. The seat of arbitration shall be Lagos, Nigeria. The proceedings shall be conducted in English. The arbitral award shall be final and binding on both parties.

21.5 Jurisdiction: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in Lagos, Nigeria, to prevent irreparable harm pending the outcome of arbitration.

21.6 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

22 Contact Information

For all enquiries, complaints, or notices under these Terms, please contact Omni Channel Limited through the following channels:

Registered Office: Omni Channel Limited, Lagos, Federal Republic of Nigeria.

Website: https://omni-desk.com