Terms of Service

Please read these Terms of Service (“Terms”) carefully. By using the Service(s) (defined below) or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Briph Limited (“Briph,” “we,” “our”, or “us”). “you” means the Briph User (if registering for or using a Briph Service as an individual), or the business employing the Briph User (if registering for or using a Briph Service as a business) and any of its affiliates. You or MessageBird may also be referred to individually as a “Party” and together as “Parties” in these Terms. An “Affiliate” means any entity that directly or indirectly controls, or is controlled by, or is under common control with the Party specified.

Briph provides a comprehensive commerce platform (”the App”) that enables merchants to build and customize online stores, sell in multiple places (including web, mobile, social media, online marketplaces and other online locations (“Online Services”), manage products, inventory, payments, fulfillment, shipping, business operations, marketing, and engage with existing and potential customers. Any such service or services offered by Briph are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.

These Terms, including our Acceptable Use Policy (”AUP”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, which in addition to our Privacy Policy and Cookie Statement, describe how we’ll treat your account and the data we collect and process about you, your end users, and your customers. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

Briph uses WhatsApp and Instagram to provide certain features of the Service, and, as a result, we are contractually obligated to make our Users aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the WhatsApp Commerce Policy, WhatsApp Business Policy, and the Instagram Terms of Use.

1. Account Terms

You must create an account in order to use the Service. In order to create an account to use the Service, you must (a) be legally able to represent the company or business contracting our Services; and (b) review and accept this Agreement on its behalf. To complete your account registration, you will be asked to provide us with your full legal name, business address, a valid email address and/or phone number, any other information indicated as required. You agree to (a) provide true, current, and complete information when creating an account; and (b) keep that information true, current, and complete during your use of the Services.
You must be at least eighteen (18) years old and able to enter into contracts.
You confirm that you are receiving any Services provided by Briph for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You are responsible for keeping your password secure. Briph cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
Technical support in respect of the Services is only provided to Briph Users. Questions about the Terms of Service should be sent to Briph Support.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Briph.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Briph’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
You agree to these Terms and the other terms and conditions linked in these Terms that form part of the Agreement.
When you sign up for an account and agree to these Terms, the Agreement between you and Briph is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Briph account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Briph may refuse service, close accounts of any User, and change eligibility requirements at any time.

2. Account Activation

2.1 Store Owner

Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Store 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 Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Briph Store can only be associated with one Store Owner. A Store Owner may have multiple Briph Stores. You agree to use Briph Checkout for your store. “Store” means the online store (whether hosted by Briph or on a third party website), or physical retail location(s) associated with the Account.

2.2 Staff Accounts

You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.
The Store Owner is responsible for: (a) ensuring it’s employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Store Owner’s employees, agents or subcontractors. The Store Owner acknowledges and agrees that Store Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.
The Store Owner and the users under Staff Accounts are each referred to as a “Briph User”.

3. Briph Rights

The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
Briph does not pre-screen Materials (for example, product names, product images) and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Briph employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Briph employees and contractors may also be Briph customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
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 registration number, business registration documents, government issued photo ID, BVN, or confirmation of your status as an employee of an entity.
Briph reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Briph reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4. Your Responsibilities

You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Briph Store.
You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Briph Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Briph will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.
You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
You may not use the Briph Services for any illegal or unauthorized purpose nor may 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. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
You agree to use Briph Checkout for any sales associated with your online store. “Briph Checkout” means Briph’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order.

5. Payment of Fees and Taxes

You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers (“Transaction Fees”).
Briph will charge applicable Fees, and will continue to charge for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Briph Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
You must maintain an accurate location in the administrative console of your Briph Store. If you change jurisdictions you must promptly update your location in the administrative console

6. Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Briph’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnification

In no event will any of the Briph parties be liable for (a) any indirect, special, consequential, punitive, or exemplary damages or (b) any damages whatsoever in excess of the amount of the transaction or three million Nigerian naira (NGN3,000,000.0) naira, whichever is lesser (including, without limitation, those resulting from loss of revenues, lost profits, loss of goodwill, loss of use, business interruption, or other intangible losses), arising out of or in connection with Briph’s website or services (including, without limitation, use, inability to use, or the results of use o briph’s websites or services), whether such damages are based on warranty, contract, tort, statute, or any other legal theory.
You expressly understand and agree that, to the extent permitted by applicable laws, Briph and its suppliers will 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 arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

8. Indemnification

You agree to indemnify and hold us and (as applicable) our subsidiaries, affiliates, Briph 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 (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Briph does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Briph does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Briph is not responsible for any of your tax obligations or liabilities related to the use of Briph’s Services.
Briph does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

9. Additional Services

1. Websites and Domains

Briph-branded domains (e.g., companyname.briph.com, companyname.retails.ng) are offered to Users free of charge.

10. Intellectual Property and Your Materials

10.1 Your Materials

We do not claim ownership of the Materials you provide to Briph; however, we do require a license to those Materials. You grant Briph a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Briph and agree that this waiver may be invoked by anyone who obtains rights in the materials through Briph, including anyone to whom Briph may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Briph then, despite uploading them to your Briph Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Briph Store at any time by deleting your Account. Removing your Briph Store does not terminate any rights or licenses granted to the Materials that Briph requires to exercise any rights or perform any obligations that arose during the Term.
You agree that Briph can, at any time, review and delete any or all of the Materials submitted to the Services, although Briph is not obligated to do so.
You grant Briph a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Briph requires the license to exercise any rights or perform any obligations that arose during the Term.

10.2 Briph Intellectual Property

You agree that you may not use any trademarks, logos, or service marks of Briph, whether registered or unregistered, including but not limited to the word mark BRIPH (“Briph Trademarks”) unless you are authorized to do so by Briph in writing. You agree not to use or adopt any marks that may be considered confusing with the Briph Trademarks. You agree that any variations or misspellings of the Briph Trademarks would be considered confusing with the Briph Trademarks.
You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Briph or Briph Trademarks or that use or include any terms that may be confusing with the Briph Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to implement Briph patents.

11. Term and Termination

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
You may cancel your Account and terminate the Terms of Service at any time by contacting Briph Support and then following the specific instructions indicated to you in Briph’s response.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason:
1. Briph will cease providing you with the Services and you will no longer be able to access your Account;
2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. any outstanding balance owed to Briph for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. your Briph Store will be taken offline.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

12. Modifications

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Briph administrative console, or by similar means. However, Briph may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
Briph may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Briph administrative console, or by similar means. Briph will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).