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EREMI TERMS OF SERVICE AND PILOT TERMS

Last updated: 9 June 2026

1. Introduction

These Terms of Service and Pilot Terms (“Terms”) govern applications for, access to and use of the website, platform, pilot programmes and services provided by Eremi Analytics Limited (“Eremi”, “we”, “us” or “our”). By submitting an application, creating an account, clicking to accept these Terms, signing a pilot agreement or using the Eremi services, you agree to be bound by these Terms. If you accept these Terms on behalf of a business or organisation, you confirm that:

  • you have authority to bind that business or organisation;
  • the information you provide is accurate; and
  • references to “Merchant”, “you” or “your” include that business or organisation.

If you do not agree to these Terms, do not submit customer data to Eremi or use the services.

2. The Eremi Services

Eremi provides customer retention, replenishment and restock-support tools for businesses. Depending on the applicable plan, pilot stage and enabled features, the services may include:

  • customer and purchase-data organisation;
  • estimated restock or replenishment windows;
  • customer segmentation;
  • suggested follow-up actions;
  • recommended message content;
  • merchant-reviewed messaging workflows;
  • scheduled or automated messaging where expressly enabled;
  • retention and customer-lifecycle analytics;
  • dashboards and operational insights; and
  • related onboarding and support.

Some services may be experimental, limited, changed or unavailable during a pilot. Eremi does not guarantee that every feature described on its website, in a demonstration or in product material will be available to every pilot participant.

3. Pilot Applications and Selection

Submitting an application does not guarantee acceptance into an Eremi pilot programme. Eremi may accept, defer or decline an application based on:

  • programme capacity;
  • business and product suitability;
  • data availability and compatibility;
  • technical requirements;
  • compliance considerations;
  • messaging readiness;
  • industry or cohort balance; and
  • other reasonable programme considerations.

Eremi may request additional information, conduct an interview or require an onboarding assessment before accepting an applicant. Eremi is not required to disclose confidential selection criteria, scoring systems or internal assessments. Unless prohibited by law, Eremi is not liable for an applicant’s costs, expectations or losses arising solely from the submission, deferral or rejection of an application.

4. Pilot Duration and Commercial Terms

The pilot duration, included features, usage limits, support arrangements and any charges will be stated in:

  • an acceptance email;
  • an order form;
  • a pilot schedule;
  • an in-platform notice; or
  • another written agreement between Eremi and the Merchant.

Unless expressly stated otherwise:

  • participation is limited to the agreed pilot period;
  • continued access after the pilot is not guaranteed;
  • pilot features may differ from later commercial features; and
  • any future paid plan will require separate acceptance by the Merchant.

Any discount, founding-merchant benefit, preferential fee or lifetime benefit is valid only where expressly confirmed in writing by Eremi. Unless the written offer states otherwise, “lifetime” refers to the period during which:

  • the relevant Eremi product continues to be offered;
  • the Merchant’s account remains continuously active and in good standing;
  • the Merchant complies with these Terms;
  • the benefit has not been transferred or resold; and
  • the Merchant remains the same legal or trading entity accepted into the programme.

A founding-merchant benefit does not guarantee that every future feature, service, integration, usage level or third-party charge will be included without additional cost.

5. Merchant Accounts and Authorised Users

The Merchant is responsible for:

  • providing accurate registration information;
  • maintaining the confidentiality of account credentials;
  • ensuring that only authorised persons access the account;
  • promptly removing access for former staff or contractors;
  • all activity conducted through its account;
  • maintaining appropriate devices, internet access and security; and
  • promptly notifying Eremi of suspected unauthorised use.

The Merchant must not:

  • share a single-user credential between unauthorised persons;
  • impersonate another person or business;
  • attempt to conceal the true identity of an account user; or
  • sell, lease or transfer account access without Eremi’s written approval.

Eremi may require password resets, additional authentication or other reasonable security steps.

6. Merchant Data

“Merchant Data” means data, content and information submitted to Eremi by or on behalf of the Merchant, including customer, transaction, product and business information. As between the parties:

  • the Merchant retains all rights, title and interest in its Merchant Data; and
  • Eremi retains all rights, title and interest in the Eremi services, platform and technology.

The Merchant grants Eremi a limited, non-exclusive, worldwide licence to host, copy, organise, analyse, transmit and otherwise process Merchant Data only as reasonably necessary to:

  • provide and support the services;
  • comply with the Merchant’s documented instructions;
  • maintain security and prevent misuse;
  • comply with applicable law; and
  • exercise Eremi’s rights under these Terms.

This licence ends when the relevant Merchant Data is deleted from Eremi’s active systems, subject to permitted retention, backup cycles and legal obligations.

7. Merchant Responsibilities for Personal Data

The Merchant is responsible for the lawfulness, accuracy and appropriateness of the personal data it provides to Eremi. The Merchant warrants that it:

  • has collected the personal data lawfully;
  • has an appropriate and documented lawful basis for the intended processing;
  • has provided all privacy information required by applicable law;
  • has authority to instruct Eremi to process the data;
  • will honour customer objections, restrictions, withdrawals and deletion requests;
  • will comply with the NDPA and other applicable privacy, consumer and communications laws;
  • will maintain appropriate records of consent where consent is relied upon;
  • will not provide data obtained through unlawful scraping, deception, purchase or misuse; and
  • will provide reasonable evidence of compliance if Eremi requests it.

The Merchant must ensure that any reliance on legitimate interests is supported by an appropriate assessment and does not override the rights and interests of affected individuals. The Merchant must promptly notify Eremi if:

  • a processing instruction may violate applicable law;
  • customer data was provided without an appropriate lawful basis;
  • a data-subject request affects data held by Eremi;
  • a customer has objected to or opted out of communications;
  • the Merchant suspects unauthorised access to its account; or
  • Merchant Data may be inaccurate, unlawful or compromised.

8. Prohibited and Restricted Data

Unless Eremi has expressly agreed otherwise in writing, the Merchant must not submit:

  • passwords or authentication credentials;
  • payment-card information;
  • Bank Verification Numbers;
  • National Identification Numbers;
  • passport or government identification documents;
  • biometric information;
  • health or medical information;
  • criminal-record information;
  • information concerning children;
  • sensitive personal data;
  • precise location histories; or
  • any information that is unnecessary for the agreed services.

Eremi may remove or quarantine prohibited data and may suspend processing until the issue is resolved.

9. Customer Communications

The Merchant remains responsible for every customer communication sent by the Merchant or sent on the Merchant’s behalf through the services. The Merchant must:

  • clearly identify itself in customer messages;
  • use accurate, non-deceptive and lawful content;
  • avoid misleading urgency or false scarcity;
  • comply with applicable marketing and consumer-protection requirements;
  • send messages only to customers for whom an appropriate lawful basis exists;
  • provide a simple means to opt out where applicable;
  • promptly honour opt-outs and objections;
  • avoid excessive frequency or unreasonable sending times;
  • comply with WhatsApp, Meta and other channel policies; and
  • ensure that promotions, prices and offers are accurate.

The Merchant may not use the services to send:

  • spam or unsolicited bulk messages;
  • fraudulent, deceptive or impersonating content;
  • discriminatory or harassing messages;
  • illegal goods or services promotions;
  • malware, phishing links or malicious content;
  • content that violates third-party rights; or
  • messages to persons who have opted out.

Eremi may implement frequency controls, suppression lists, message reviews or channel restrictions. These controls do not remove the Merchant’s responsibility for its communications. Eremi may suspend messaging functionality where it reasonably believes that the Merchant’s activity creates legal, security, reputational or platform-compliance risk.

10. Eremi’s Data-Processing Commitments

Where Eremi processes personal data on behalf of a Merchant, Eremi will:

  • process that data only on documented instructions, except where otherwise required by law;
  • ensure that persons authorised to process the data are subject to confidentiality obligations;
  • maintain reasonable technical and organisational security measures;
  • impose appropriate data-protection obligations on subprocessors;
  • provide reasonable assistance with data-subject requests;
  • notify the Merchant without undue delay after becoming aware of a relevant personal-data breach;
  • provide reasonable assistance with legally required assessments or notifications;
  • delete, return or anonymise data following termination, subject to lawful retention and backup cycles; and
  • make available reasonable information necessary to demonstrate compliance.

Additional details are contained in the Eremi Data Processing Agreement, which is incorporated into these Terms where Eremi processes personal data on behalf of the Merchant.

11. Acceptable Use

The Merchant must use the website and services lawfully and responsibly. The Merchant must not:

  • provide false, misleading or materially inflated information;
  • access an account without authorisation;
  • interfere with the integrity or performance of the services;
  • bypass usage, access or security controls;
  • introduce malware or harmful code;
  • probe, scan or test vulnerabilities without written authorisation;
  • reverse engineer the services except where applicable law expressly permits it;
  • scrape or automatically extract information from the platform without written permission;
  • use the services to create or improve a competing product through unauthorised copying;
  • overload or disrupt Eremi’s systems;
  • infringe privacy, intellectual-property or other legal rights;
  • use the services for unlawful surveillance or profiling; or
  • assist another person to do any of the above.

Reasonable use of ordinary browser, accessibility and authorised integration tools is not prohibited.

12. Merchant Review and Responsibility for Decisions

Restock windows, customer classifications, suggested messages, forecasts, recommendations and analytics are estimates generated from the information available to Eremi. They may be incomplete, delayed or inaccurate. The services are decision-support tools and do not guarantee:

  • customer behaviour;
  • customer response;
  • repeat purchases;
  • revenue;
  • profit;
  • retention;
  • message delivery; or
  • business performance.

Unless a specific automated workflow has been expressly enabled, the Merchant is expected to review recommendations and messages before acting on them. The Merchant remains responsible for:

  • its commercial decisions;
  • its customer relationships;
  • product availability;
  • pricing and promotions;
  • message content;
  • compliance with applicable law; and
  • verifying information before relying on it.

13. Third-Party Services

The services may depend on or integrate with third-party platforms, including hosting, databases, email providers, messaging services and WhatsApp or Meta products. Third-party services are governed by their own terms, privacy notices, eligibility requirements and technical restrictions. Eremi does not control and cannot guarantee:

  • uninterrupted third-party availability;
  • approval of the Merchant’s messaging account;
  • message delivery;
  • changes to third-party APIs or policies;
  • third-party pricing;
  • the restoration of a restricted third-party account; or
  • continued availability of a particular integration.

The Merchant must maintain any third-party accounts and permissions required for its selected services.

14. Confidentiality

Each party may receive confidential information belonging to the other party. “Confidential Information” means non-public information that is marked confidential or that a reasonable person would understand to be confidential, including:

  • business plans;
  • customer information;
  • transaction information;
  • pricing;
  • product roadmaps;
  • security information;
  • technical designs;
  • algorithms;
  • software; and
  • trade secrets.

The receiving party must:

  • use Confidential Information only for the purposes of the relationship;
  • protect it using reasonable care;
  • disclose it only to persons who need it and are bound by confidentiality obligations; and
  • not disclose it to third parties except as permitted by these Terms.

Confidential Information does not include information that the receiving party can demonstrate:

  • is publicly available without breach;
  • was already lawfully known;
  • was independently developed without use of the other party’s information; or
  • was lawfully received from another source without confidentiality restrictions.

A party may disclose Confidential Information where required by law, provided it gives prior notice where legally permitted.

15. Intellectual Property

Eremi and its licensors own all rights, title and interest in:

  • the platform;
  • software code;
  • databases and database structures;
  • algorithms and models;
  • workflows;
  • interface and dashboard designs;
  • documentation;
  • trademarks;
  • logos;
  • branding; and
  • improvements to the foregoing.

Subject to these Terms, Eremi grants the Merchant a limited, non-exclusive, non-transferable, revocable right to access and use the services during the applicable pilot or subscription period for the Merchant’s internal business purposes. The Merchant may not copy, reproduce, resell, sublicense or commercially exploit the Eremi platform except as expressly authorised.

16. Feedback and Aggregated Information

The Merchant may provide ideas, comments or suggestions concerning the services. Unless otherwise agreed in writing, Eremi may use voluntary feedback without restriction or payment, provided that Eremi does not publicly identify the Merchant as the source without permission. Eremi may create and use statistics, benchmarks and aggregated or anonymised information derived from service usage, provided that the resulting information does not identify the Merchant or any individual. Eremi will not publicly disclose Merchant-specific performance information without permission unless required by law.

17. Service Changes and Pilot Modifications

Eremi may improve, modify, test, add, remove or replace features during the pilot. Eremi may make immediate changes where reasonably necessary to:

  • address security risks;
  • prevent unlawful use;
  • comply with legal or regulatory requirements;
  • respond to third-party platform changes; or
  • protect Eremi, merchants, customers or others.

Where a planned change materially reduces the core functionality available to an active Merchant, Eremi will provide reasonable notice where practicable. If the Merchant does not accept a material adverse change, its remedy is to stop using the affected service and terminate participation, subject to any applicable order form or refund rights.

18. Availability, Maintenance and Support

Eremi will use reasonable efforts to make the services available during the pilot but does not promise uninterrupted or error-free operation. The services may be unavailable because of:

  • planned maintenance;
  • emergency maintenance;
  • internet or telecommunications failures;
  • third-party outages;
  • security incidents;
  • software defects;
  • force-majeure events; or
  • circumstances outside Eremi’s reasonable control.

Support arrangements, response targets or service levels apply only where expressly stated in writing.

19. Suspension

Eremi may suspend access to all or part of the services where reasonably necessary because:

  • the Merchant breaches these Terms;
  • fees remain unpaid after notice;
  • Merchant activity creates a security or legal risk;
  • customer data appears to have been obtained unlawfully;
  • the Merchant sends spam or prohibited messages;
  • a third-party provider restricts the relevant integration;
  • suspension is required by law or a regulator; or
  • continued access may harm Eremi, another merchant, customers or third parties.

Where reasonably practicable, Eremi will notify the Merchant and provide an opportunity to remedy the issue. Eremi may act immediately where delay would create material risk.

20. Termination

Either party may terminate pilot participation:

  • at the end of the agreed pilot period;
  • in accordance with an applicable order form or pilot schedule;
  • by giving 14 days’ written notice, unless another period is agreed;
  • immediately for a material breach that cannot be remedied;
  • if a remediable material breach is not corrected within 7 days after notice;
  • where continued processing would be unlawful; or
  • where the relevant service is discontinued.

Upon termination:

  • the Merchant must stop using the services;
  • access rights granted under these Terms end;
  • unpaid fees become due;
  • Eremi may disable the account;
  • the Merchant may request an available export of Merchant Data before deletion; and
  • Eremi will delete, return or anonymise Merchant Data in accordance with the Privacy Policy and Data Processing Agreement.

Termination does not affect rights or liabilities that arose before termination. Sections that by their nature should survive termination will continue, including confidentiality, intellectual property, liability, dispute resolution and lawful data-retention provisions.

21. Disclaimers

To the fullest extent permitted by law, the services are provided on an “as available” and pilot basis. Eremi does not warrant that:

  • the services will be uninterrupted or error-free;
  • every message will be delivered;
  • every recommendation will be accurate;
  • the services will meet every Merchant requirement;
  • third-party integrations will remain available; or
  • participation will produce any particular commercial outcome.

Nothing in these Terms excludes any warranty or obligation that cannot lawfully be excluded.

22. Limitation of Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from:

  • fraud or fraudulent misrepresentation;
  • wilful misconduct;
  • gross negligence;
  • death or personal injury caused by negligence; or
  • any other matter for which limitation is prohibited by applicable law.

Subject to the above, neither party will be liable to the other for:

  • indirect or consequential loss;
  • loss of anticipated profits;
  • loss of anticipated savings;
  • loss of goodwill;
  • loss of business opportunity; or
  • punitive or exemplary damages,

except to the extent that such loss forms part of a valid third-party claim arising from the responsible party’s breach. Subject to applicable law, Eremi’s total aggregate liability arising out of or relating to the services during any 12-month period will not exceed the greater of:

  • the total amount paid or payable by the Merchant to Eremi during the six months preceding the event giving rise to the claim; or
  • ₦1000.

Where the pilot is provided without charge, the applicable order form or pilot schedule may specify a reasonable liability cap. The liability cap does not excuse either party from complying with its obligations under applicable data-protection law.

23. Merchant Indemnity

To the extent permitted by law, the Merchant will indemnify Eremi against third-party claims, regulatory costs, losses and reasonable expenses arising directly from:

  • Merchant Data obtained or provided unlawfully;
  • the Merchant’s failure to provide required privacy or marketing notices;
  • messages, promotions or offers created or approved by the Merchant;
  • the Merchant’s violation of applicable law or third-party platform rules;
  • infringement caused by Merchant-provided content; or
  • the Merchant’s material breach of Sections 7, 8, 9 or 11.

Eremi must:

  • promptly notify the Merchant of the claim;
  • allow the Merchant reasonable control of the defence and settlement; and
  • provide reasonable cooperation at the Merchant’s expense.

The Merchant may not settle a claim in a manner that admits fault by Eremi or imposes an obligation on Eremi without Eremi’s written consent.

24. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including:

  • natural disasters;
  • widespread internet or telecommunications failures;
  • government action;
  • civil unrest;
  • labour disputes;
  • epidemic or public-health emergencies;
  • power-grid failures;
  • cyberattacks not caused by the affected party’s failure to maintain reasonable safeguards; or
  • major third-party infrastructure outages.

The affected party must take reasonable steps to reduce the impact.

25. Changes to These Terms

Eremi may update these Terms to reflect:

  • service changes;
  • legal or regulatory developments;
  • security requirements;
  • third-party platform changes; or
  • reasonable business needs.

The revised Terms will display an updated effective date. Where a change materially affects an active Merchant’s rights or obligations, Eremi will provide reasonable notice where practicable. Continued use after the effective date constitutes acceptance of the updated Terms. Where applicable law requires express consent, Eremi will request it.

26. Notices

Eremi may provide notices through:

  • the platform;
  • the Merchant’s registered email address;
  • the Merchant’s registered WhatsApp or telephone number; or
  • another agreed communication channel.

The Merchant is responsible for keeping its contact details current. Legal notices to Eremi should be sent to: Eremi Analytics Limited Email: privacy@eremi.ng Registered address: 73, Okesuna Street. Lafiaji. Lagos

27. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties will first attempt in good faith to resolve a dispute through written notice and discussion. If a dispute is not resolved within 30 days after written notice, either party may refer the matter to mediation in Lagos State, Nigeria, before commencing court proceedings, except where urgent injunctive relief is reasonably required. Subject to any agreed mediation process, the courts of Lagos State, Nigeria will have jurisdiction. Nothing in this section prevents a data subject from submitting a complaint to the Nigeria Data Protection Commission or exercising another statutory right.

28. General Provisions

28.1 Entire agreement

These Terms, the Privacy Policy, the Data Processing Agreement and any applicable order form or pilot schedule constitute the entire agreement concerning the services.

28.2 Order of precedence

If the documents conflict, the following order applies unless expressly agreed otherwise:

  1. a signed order form or pilot schedule;
  2. the Data Processing Agreement for personal-data matters;
  3. these Terms; and
  4. the Privacy Policy.

28.3 Assignment

The Merchant may not assign these Terms without Eremi’s prior written consent. Eremi may assign these Terms as part of a merger, reorganisation, financing, sale of business or transfer to an affiliate, subject to applicable data-protection obligations.

28.4 No partnership

These Terms do not create a partnership, agency, employment relationship or joint venture.

28.5 No waiver

Failure to enforce a provision is not a waiver of that provision.

28.6 Severability

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed. The remaining provisions will continue.

28.7 Electronic acceptance

Electronic acceptance, checkbox acceptance and electronic signatures have the same effect as a physical signature to the extent permitted by law.

29. Contact

For questions concerning these Terms, contact: Eremi Analytics Limited Email: privacy@eremi.ng Website: https://www.eremi.ng Registered address: 73, Okesuna Street. Lafiaji. Lagos