Terms of Use

Acceptance of Terms

By accessing, integrating, deploying, or using the OneView platform and related services (“Service”), provided by OneView Technologies Ltd. (“Company”, “we”, “us”, or “our”), the subscribing financial institution or corporate entity (“Customer”, “you”, or “your”) agrees to these Terms of Use (“Terms”). If you accept these Terms for an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Service. The Service is offered for enterprise use and is not intended for personal, household, or consumer use.

Contract Documents & Priority

These Terms operate together with each signed order form, statement of work, master services agreement, data processing agreement, security schedule, support schedule, and other document that expressly incorporates these Terms (collectively, the “Agreement”).

If the documents conflict, a signed master services agreement or order form controls for the relevant commercial or service-specific issue, and a data processing agreement controls for the processing of personal data. These Terms control only to the extent the other documents do not address the issue.

Service Description & License Grant

Service: OneView provides transaction monitoring, configurable rule evaluation, identity and verification-provider orchestration, operational review tools, and regulatory report generation software.
License Grant: Subject to the Agreement and payment of applicable fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited enterprise license during the subscription term to deploy and use the licensed Service for the Customer’s internal business operations.
Deployment Scope: The authorized modules, environments, users, service accounts, capacity, on-premises or private cloud boundaries, and support level are those stated in the applicable order form.
Updates: During an active license, the Company may provide software updates, regulatory schema enhancements, security fixes, and supported adapter changes through the agreed delivery mechanism.

License Restrictions & Acceptable Use

Except where applicable law expressly permits otherwise, the Customer must not, and must not permit another person to:

Copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code or non-public structure of the Service.
Sell, sublicense, rent, timeshare, distribute, or make the Service available to an unaffiliated third party except as expressly permitted in an order form.
Circumvent license enforcement, usage limits, authentication, access controls, audit controls, or security safeguards.
Use the Service to violate law, infringe rights, introduce malicious code, gain unauthorized access, or interfere with the integrity or availability of any system.
Remove proprietary notices or use OneView intellectual property outside the rights granted by the Agreement.

Orders, Fees & Taxes

Fees, payment dates, subscription periods, renewal terms, usage allowances, and reimbursable expenses are stated in the applicable order form. Fees are non-cancellable and non-refundable except where the Agreement expressly provides otherwise.

The Customer is responsible for applicable taxes, duties, levies, and similar governmental assessments, excluding taxes based on the Company’s net income. The Customer must raise a good-faith invoice dispute promptly and pay all undisputed amounts when due.

Customer Responsibilities & BYOK

Provider Credentials: Where the Customer connects third-party identity, KYC, screening, or data providers through a Bring Your Own Keys (“BYOK”) workflow, the Customer remains responsible for its provider contracts, credentials, entitlements, usage charges, lawful instructions, and compliance with provider terms.
Customer Data: The Customer is responsible for the accuracy, quality, legality, provenance, and integrity of transaction data, customer records, identity fields, telemetry, and ledger entries submitted to the Service.
Lawful Processing: The Customer must establish an appropriate lawful basis, provide required notices, obtain required permissions or consents, and issue legally valid instructions for all Customer Data processed through the Service.
Access Governance: The Customer must configure role-based access controls, protect administrator and service-account credentials, promptly revoke unnecessary access, and maintain appropriate internal review and approval processes.
Customer Environment: For customer-managed deployments, the Customer is responsible for compatible infrastructure, network configuration, host and database administration, backups, endpoint security, monitoring, business continuity, and physical security. The Customer agrees to maintain the required network access and allowlisted outbound channels necessary to receive automated over-the-air (OTA) updates and regulatory schema patches.

Third-Party Services

Third-party verification providers, core banking systems, cloud platforms, communications services, and other external services are independent from OneView. Their availability, data coverage, decisions, pricing, service levels, and terms are controlled by their respective providers.

The Customer authorizes OneView to exchange the minimum configured request and response data with a selected third-party service when the Customer or an authorized workflow initiates that service. OneView is not responsible for a third party’s acts, omissions, service interruption, or changes outside OneView’s reasonable control.

Customer Data & Processing Instructions

The Customer retains all right, title, and interest in Customer Data. As between the parties, the Company acquires no ownership interest in Customer Data.

The Company may process Customer Data only to provide, secure, support, maintain, and improve the Service in accordance with the Agreement, the Customer’s documented instructions, and applicable law. The Company may use aggregated or de-identified operational information only where it does not identify the Customer, an individual, or a specific account, and must not attempt to re-identify it.

Privacy & Data Protection

Each party must comply with the data protection laws applicable to its role, including the Nigeria Data Protection Act 2023 and applicable regulations, directives, and sector requirements. Where the Company processes personal data for the Customer, the parties’ data processing agreement governs that processing.

The Customer generally determines the purposes and means of processing Customer Data and acts as controller. The Company generally acts as processor when processing that data on the Customer’s documented instructions. Each party may act as an independent controller for account, contracting, security, and legal-compliance data it determines independently.

Confidentiality

Each party must protect the other party’s non-public business, technical, security, pricing, product, and customer information (“Confidential Information”) using at least reasonable care and may use it only to perform or exercise rights under the Agreement.

A receiving party may disclose Confidential Information only to personnel, professional advisers, contractors, and subprocessors who need it for the Agreement and are bound by confidentiality obligations, or where disclosure is required by law. Where legally permitted, the receiving party will give prompt notice of a compelled disclosure and reasonable assistance to seek protective treatment.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, rightfully received from another source, or publicly available through no breach of the Agreement.

Security & Deployment Responsibilities

Shared Responsibility: Security depends on both the Service and the Customer environment. The Company is responsible for security controls within the OneView software and any Company-managed components. The Customer is responsible for controls within its network, hosts, databases, identity systems, endpoints, backups, and administrator practices.
Data Sovereignty: For on-premises or private cloud deployments, full operational records remain within the Customer-controlled data boundary. Required provider execution fields may leave that boundary only through configured, allowlisted endpoints.
Security Events: Each party must promptly investigate security events within its control and cooperate reasonably where an event may affect the Service, Customer Data, or the other party’s systems. Contractual notification duties are governed by the applicable data processing or security agreement.

Support, Maintenance & Service Changes

Support hours, response targets, maintenance procedures, and service levels are stated in the applicable support schedule or order form. Unless expressly agreed, the Service is not warranted to be uninterrupted or error-free.

The Company may modify the Service to improve security, performance, usability, legal compliance, or third-party compatibility, provided the modification does not materially reduce the core functionality purchased during the applicable subscription term. The Customer must apply supported updates and maintain compatible infrastructure within agreed timelines.

Regulatory Tools & Customer Decisions

OneView assists with monitoring, screening, rule execution, case context, and preparation of regulatory outputs. It does not replace the Customer’s legal, compliance, risk, audit, or professional judgment.

The Customer’s Money Laundering Reporting Officer (MLRO) and authorized compliance personnel remain responsible for configuring thresholds and interventions, reviewing alerts, validating CTR, STR, FTR, and GOAML XML outputs, deciding whether a report is required, and submitting accurate and timely filings to the NFIU, Central Bank, or other competent authority.

The Customer must not treat a provider result, automated score, rule match, or generated report as legal advice or as the sole basis for a decision where applicable law requires human review, enhanced due diligence, notice, or another safeguard.

Intellectual Property & Feedback

The Company and its licensors retain all right, title, and interest in the Service, software, algorithms, rule-building framework, adapters, documentation, designs, updates, and related intellectual property. No rights are granted except those expressly stated in the Agreement.

If the Customer provides feedback or suggestions, the Company may use them without restriction or payment, provided that doing so does not disclose Customer Confidential Information or identify the Customer without permission.

Warranties & Disclaimers

Each party warrants that it has authority to enter into the Agreement. The Company warrants that, during the applicable subscription term, the Service will materially conform to its current documentation when used in a supported environment. The Customer’s exclusive remedy for breach of this warranty is correction or re-performance and, if the Company cannot provide either within a reasonable period, termination of the affected Service and refund of prepaid fees for the unused affected period.

Except for express warranties in the Agreement and to the maximum extent permitted by law, the Service is provided without implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Service will identify every suspicious activity, prevent every loss, or satisfy every regulatory obligation without Customer configuration and review.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or anticipated savings, arising from the Agreement, even if advised that such loss was possible.

Each party’s aggregate liability is subject to any cap stated in the applicable master services agreement or order form. Nothing in these Terms limits liability that cannot lawfully be limited, and any agreed exclusions from a liability cap remain governed by the signed Agreement.

Suspension

The Company may suspend affected access or update delivery where reasonably necessary to prevent a material security threat, unlawful use, harm to the Service or another customer, continued use beyond the licensed scope, or non-payment of undisputed overdue fees. Where practicable, the Company will provide advance notice and limit suspension to the affected portion of the Service.

The Company will restore access promptly after the cause is remedied. Suspension does not relieve the Customer of payment obligations except where the Agreement expressly provides otherwise.

Term, Termination & Exit

The Agreement continues for the term stated in the applicable order form. Either party may terminate for a material breach that remains uncured thirty (30) days after written notice, or immediately where the breach cannot be cured, continued performance would be unlawful, or the other party becomes subject to an applicable insolvency event.

On termination or expiry, the Customer’s right to use the affected Service and receive updates or support ends. The Customer must stop use and uninstall or disable licensed components as required by the Agreement. Customer-controlled data remains within the Customer environment. For any Company-hosted data, return and deletion will follow the applicable order form and data processing agreement.

Accrued payment obligations and provisions that by their nature should survive, including confidentiality, intellectual property, disclaimers, liability, dispute resolution, and data-return obligations, remain effective after termination.

Governing Law & Disputes

Unless a signed Agreement states otherwise, these Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

Before commencing formal proceedings, the parties will attempt in good faith for at least thirty (30) days to resolve a dispute through representatives authorized to settle it. If the dispute remains unresolved, either party may bring proceedings before a court of competent jurisdiction in Nigeria, subject to any different dispute process agreed in writing.

General Provisions

Notices: Formal notices must be in writing and delivered to the addresses stated in the applicable order form. General legal enquiries to the Company may be sent to info@oneview.ng.
Assignment: Neither party may assign the Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement and is not a direct competitor of the non-assigning party.
Force Majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party must take reasonable steps to mitigate the effect and resume performance.
Independent Parties: The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, agency, or employment relationship.
Severability & Waiver: If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A waiver must be in writing and does not waive a later breach.
Changes: The Company may update these Terms for future orders or renewals. Material changes affecting an active term will apply only as permitted by the Agreement or after reasonable notice where required by law.
Entire Agreement: The Agreement is the complete agreement between the parties regarding its subject matter and replaces prior proposals, representations, and understandings on that subject.