White-Label Tenant Agreement
This Agreement governs use of the white-label and franchise features of With Ease Africa, operated by Aureva International Ltd, under which you present the platform under your own brand. It forms part of the Terms of Service.
Licence
We grant you a non-exclusive, non-transferable, revocable licence to present the platform under your own name and branding for the term of your subscription, for your own organisation and its members only. All intellectual property in the platform remains ours. You acquire no right in it beyond this licence.
Your brand and your representations
You are solely responsible for your branding, your domain, your marketing and everything you say to your own members. You must not describe a capability the platform does not have, promise an outcome we have not published, or state or imply that we are responsible to your members.
You will indemnify us in full, including our legal costs on a full indemnity basis, against any claim arising from your branding, your representations, your marketing, or your relationship with your own members. This indemnity is not limited by the liability cap.
Your members are yours
You are the controller of your members' personal data; we are your processor, and the Data Processing Terms apply in full. You are responsible for your own lawful basis, your own notices, and your own obligations to the data protection authority of your country under the data protection law of your country. Your members' rights are against you, not us.
Registration and compliance
You warrant that you hold whatever registration, licence or authorisation your activity requires in your own country, including with the companies registry of your country where applicable, and that operating under your own brand does not breach any law or third party right.
Fees, suspension and termination
Fees are as agreed. We may suspend or terminate immediately where you breach this Agreement, where your use exposes us to legal or reputational risk, or where required by law. On termination the licence ends, your branding must be removed, and we will make your data available for a reasonable period.
No exclusivity, no territory
Nothing here grants exclusivity, a territory, a franchise in any regulated sense, or any restriction on us dealing with anyone, including your members directly.
Limitation of liability
Nothing here limits our liability for death or personal injury caused by our negligence, for our own fraud, or for anything else that cannot lawfully be excluded. Your mandatory statutory rights are unaffected to the minimum extent the law requires.
Subject to that, we are not liable for indirect, consequential or special loss, nor for lost profit, revenue, business, goodwill, opportunity, data or reputation, and our total aggregate liability is limited to the lesser of the fees you paid us in the three months before the event and fifty United States dollars (USD 50).
Time limit
A claim must be notified to us in writing within six months of the date you became, or ought reasonably to have become, aware of it. A claim not notified in that period is irrevocably barred.
Indemnity
You will indemnify us in full and on demand, including our legal costs on a full indemnity basis, against everything arising from your breach of these terms, your use of the platform, or your breach of any law or third party right. This indemnity is not limited by the liability cap above.
Disputes
No class, collective or representative action. Send us written notice of any dispute and allow thirty days; that notice is a condition precedent to any claim. Unresolved disputes are finally settled by arbitration seated in Lagos, Nigeria, before a single arbitrator, in English.
Governing law, reform and language
Governed by the laws of the Federal Republic of Nigeria, where we are incorporated. An unenforceable provision is read down to the maximum extent enforceable rather than struck out, and severed only if it cannot be read down at all. English is the sole operative version; translations are for convenience only and create no rights.