Terms of Service

These terms are an agreement between you and Haleph Business Systems Limited (RC 9747138), a company registered in Nigeria with its registered office at Suite 111, GCL Plaza, Aminu Kano Crescent, Wuse 2, Abuja, FCT, Nigeria ("Haleph", "we", "us"). They govern your use of the Haleph platform, website, applications and related services (the "Service"). By creating an account, selecting "I accept", or using the Service, you agree to these terms. If you do so on behalf of a business or other entity, you confirm that you have authority to bind it, and "you" means that entity. If you do not agree, do not use the Service.

"Your Data" means the information you or your Authorised Users enter into or generate through the Service, including records about your customers, suppliers and employees. "Records" means the ledger entries, documents and audit events the Service creates from Your Data. "Authorised User" means any person you allow to access your account, including anyone you invite where the Service offers invitations.

Haleph is a financial management and accounting platform for businesses. It provides double-entry bookkeeping, invoicing, customer and supplier records, payment collection through a licensed payment processor, financial reports, and tools designed to help you meet Nigerian tax and e-invoicing requirements. Some features are provided only where they have been enabled for your account, and the Service tells you which features are available to you. The Service is not a bank, a lender, a tax adviser or an accountant, and nothing in it is professional advice.

The Service is in a pilot phase. We may add, change or withdraw features, and we will tell you in advance where a change affects how you work. We will not reduce the integrity protections described in section 8 without notice.

You must be at least 18 years old and provide accurate information. You are responsible for keeping your sign-in details secret, for all activity under your account, and for the people you authorise. One person per login; do not share sign-in details. Tell us at once at security@haleph.com if you believe your account has been compromised. Where the Service lets you invite others (for example the person who handles your books), you decide what they may do, and you are responsible for their actions within your account.

The Service is free to start. If we introduce paid plans, we will tell you at least 30 days before any charge applies to you, and you will be able to choose. Where fees apply to payments collected through the Service, we will show them before you enable payment collection. Fees are in Nigerian Naira unless stated otherwise and exclude VAT where applicable. We never charge you without your agreement to a plan.

Haleph never holds, receives or takes custody of your funds. Payments from your customers are processed and settled by a licensed third-party payment processor directly to the bank account you nominate, under that processor's terms, which you accept when you enable payment collection. Haleph records the payment and reconciles it to your books; it is not a party to the payment. Any financing, factoring or lending that the Service may offer in future would be provided by licensed partners who hold the credit risk; Haleph is not a lender.

By using the Service you acknowledge and agree that:

1. once a record is posted to your ledger it cannot be edited or deleted by anyone, including you and including Haleph; corrections are made as new records (for example a reversing entry or a credit note) that leave the original visible;
2. every record carries a cryptographic fingerprint linked to the record before it, and each day Haleph publishes a single combined fingerprint of all new records to a public blockchain network, so that anyone can later check that the records existed at that time and have not changed;
3. nothing published to that network contains Your Data, any amount, name, identifier or other personal information; only the fingerprint is published, and it cannot be turned back into the data;
4. because of points 1 and 2, the Service cannot undo a posted record on request; section 15 and the Privacy Policy describe what happens when you close your account.

The Service calculates VAT and withholding tax on your documents according to the rates you configure, and generates e-invoices in the format required by the Nigeria Revenue Service (NRS). Where transmission to the NRS has been enabled for your account, the Service transmits those e-invoices and shows you their status. You remain responsible for the accuracy of what you enter, for your tax liabilities, filings and payments, and for complying with the law. Haleph verifies the integrity of your records; it does not verify that goods or services were delivered or that a transaction was lawful.

You must not: use the Service for anything unlawful; enter data you have no right to use; attempt to alter, delete or forge Records, or to get around the Service's controls; probe, scan, overload or interfere with the Service; copy or reverse-engineer it; or use it to send unsolicited messages. We may suspend access while we investigate a suspected breach of this section.

Your Data is yours. You give us a licence to store, process and display it only to provide the Service, keep it secure, meet our legal obligations and improve the Service in ways that do not identify you or your business. The Service, its software and its design belong to us or our licensors. If you give us feedback, we may use it without obligation to you. You are responsible for having the right to enter Your Data, including the personal data of your customers, suppliers and employees; section 12 and the Privacy Policy set out how we handle that data for you.

For the personal data you enter about other people, you are the data controller and Haleph is your data processor under the Nigeria Data Protection Act 2023. We will: process that data only on your instructions as given through the Service; keep it confidential; protect it as the Privacy Policy describes; help you respond to requests from the people it concerns; tell you without undue delay of any breach affecting it; use only sub-processors bound by equivalent obligations; and delete or return it when this agreement ends, subject to section 15. This section is the data-processing agreement between us.

We aim to keep the Service available at all times but do not guarantee uninterrupted access. We may suspend the Service for maintenance, and we publish its status at status.haleph.com. Support is by email at support@haleph.com.

The Service connects to third parties such as payment processors, banking data providers and the tax authority. Their services are governed by their own terms, which you accept when you enable the connection. We are not responsible for their availability or their acts, but we will tell you when a connection fails and record what we know about it.

You may close your account at any time from your settings or by writing to us. We may suspend or end your access on notice if you materially breach these terms, if the law requires it, or, on a paid plan, for non-payment after a reminder. After closure you have 30 days to export Your Data. We then delete your personal profile data as the Privacy Policy sets out. Records that the law requires us to keep, and the fingerprints that make up the audit trail, are retained as the Privacy Policy describes; they cannot be deleted, because that is what makes them trustworthy.

Nothing in these terms excludes or limits liability that cannot be excluded or limited under Nigerian law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence. Subject to that: we are not liable for indirect or consequential loss, loss of profit, revenue, business or goodwill, or loss arising from third-party services, the tax authority's systems, or events outside our reasonable control; and our total liability to you for all claims in any twelve-month period is limited to the fees you paid us in that period, or ₦100,000 if you paid none. The Service is provided as described in these terms, and we make no other warranty.

You will compensate us for losses, costs and claims arising from your breach of these terms, from Your Data (including your right to use it), and from your tax, filing or other legal obligations.

We may change these terms. We will give you at least 14 days' notice of a material change by email or in the Service and ask you to accept the new version; your acceptance, its date and the version you accepted are recorded. If you do not agree, you may close your account before the change takes effect.

We communicate by email to the address on your account and by messages in the Service, and you agree to receive agreements, notices and disclosures electronically. Notices to us go to legal@haleph.com or to our registered office.

These terms are governed by the laws of the Federal Republic of Nigeria. We will try to resolve any dispute by discussion first. If that fails, the dispute is referred to arbitration under the Arbitration and Mediation Act 2023, seated in Abuja.

These terms and the Privacy Policy are the whole agreement between us about the Service. If any part is unenforceable, the rest stands. You may not transfer this agreement without our consent; we may transfer it to a successor that takes over the Service, with notice to you. A failure to enforce a term is not a waiver of it.