Vayva Technologies Ltd AI Services Terms
These AI Services Terms ("AI Terms") constitute a legally binding agreement between you ("Merchant" or "you") and Vayva Technologies Ltd (BN9089966), a company incorporated under the laws of the Federal Republic of Nigeria with its registered office at 19 Princess Bola Kazem, Shangisha, Lagos, Nigeria ("Vayva," "we," "us," or "our"). These AI Terms govern your use of Vayva's AI-powered features and services available through the Vayva Platform at https://vayva.ng (the "Platform"). These AI Terms supplement and form part of the Vayva Terms of Service. In the event of any conflict between these AI Terms and the Terms of Service, these AI Terms shall prevail in respect of AI-powered features only. By accessing or using any AI-powered feature on the Platform, you accept and agree to be bound by these AI Terms. If you do not agree to these AI Terms, you must not use any AI-powered feature.
These AI Terms apply to all AI-powered features provided through the Vayva Platform, including but not limited to: (a) AI Store Builder — an AI-powered tool that generates complete storefront designs, React code, page layouts, themes, and visual components based on merchant inputs and preferences; (b) AI Product Descriptions — AI-generated product descriptions, titles, specifications, and categorisations based on merchant-provided product information; (c) AI Marketing Copy — AI-generated advertising copy, social media content, email marketing templates, search engine optimisation (SEO) metadata, and promotional materials; (d) AI-Powered Analytics — AI-driven business insights, demand forecasting, pricing recommendations, customer behaviour analysis, and automated reporting; and (e) AI Conversational Assistants — AI-powered chatbots, virtual assistants, and conversational interfaces available for merchant use in storefronts or for merchant support. AI-powered features are available to merchants on the Pro Plus subscription tier (₦50,000/month) by default. Merchants on Starter or Pro plans may access select AI features as add-ons or by upgrading their subscription. Vayva reserves the right to modify, add, or remove AI features at any time in accordance with Section 7 of these AI Terms.
- aMerchant Ownership of Generated Content: Subject to your compliance with these AI Terms and the Terms of Service, Vayva hereby assigns to you all rights, title, and interest in and to AI-generated content specifically created for your storefront, including product descriptions, page layouts, marketing copy, SEO metadata, and visual designs generated by AI features at your direction (collectively, "Merchant AI Content"). This assignment is effective upon creation of the content by the AI feature. Vayva retains no ownership rights in Merchant AI Content once generated.
- bVayva Ownership of Underlying Technology: Notwithstanding the foregoing, Vayva retains all right, title, and interest in and to the underlying AI models, algorithms, neural networks, training data, general-purpose templates, software, tools, and infrastructure used to generate AI content (collectively, "AI Technology"). Nothing in these AI Terms transfers any ownership of AI Technology to you. You acquire no rights in the AI Technology by virtue of using AI-powered features.
- cNon-Exclusivity: You acknowledge that Vayva's AI features are generative in nature and may produce similar or identical content for other merchants who use the same or similar prompts, inputs, or business contexts. Vayva does not guarantee that AI-generated content created for your storefront will be unique or exclusive to you. Vayva has no obligation to generate unique content for any individual merchant or to refrain from generating similar content for other merchants.
- dThird-Party Intellectual Property: You are solely responsible for ensuring that AI-generated content you publish does not infringe any third-party intellectual property rights, including copyrights, trademarks, patents, or trade secrets. Vayva does not warrant that AI-generated content is free from third-party intellectual property claims.
- aMandatory Review Obligation: You acknowledge and agree that you MUST review all AI-generated content before publishing it on your storefront or making it available to end-customers. AI-generated content is created by automated systems and may contain errors, inaccuracies, misleading statements, or content that does not accurately reflect your actual products or services. You bear sole responsibility for the accuracy, completeness, and legality of all content published on your storefront, regardless of whether it was created manually or generated by AI.
- bProduct Claims Accuracy: You are solely responsible for ensuring that AI-generated product descriptions, specifications, claims, and representations are accurate and not misleading. This includes, without limitation: product specifications (materials, dimensions, weight, ingredients, components); health, safety, or nutritional claims; performance or efficacy representations; country of origin or manufacturing claims; certifications, approvals, or compliance statements; and compatibility or suitability representations. AI-generated content may contain fabricated specifications, incorrect measurements, or false claims that do not correspond to your actual products.
- cPricing and Promotional Compliance: You are solely responsible for ensuring that AI-generated pricing information, promotional offers, discount claims, and comparative pricing statements comply with the Federal Competition and Consumer Protection Act (FCCPA) 2019, the Nigerian Advertising Standards Authority (ARCON) guidelines, and all other applicable Nigerian consumer protection laws and advertising regulations.
- dLegal Compliance: You must ensure that all AI-generated content complies with all applicable Nigerian laws and regulations, including but not limited to: the Federal Competition and Consumer Protection Act (FCCPA) 2019; the Nigeria Data Protection Act (NDPA) 2023; the Nigerian Copyright Act (Cap C28, Laws of the Federation of Nigeria 2004); the Cybercrimes (Prohibition, Prevention, etc.) Act 2015; the Advertising Practitioners Council of Nigeria (ARCON) Act; and all subsidiary legislation and regulatory guidelines applicable to your industry and products.
- eAccessibility: You are responsible for ensuring that AI-generated storefront content meets applicable accessibility standards, including WCAG 2.1 Level AA as described in our Accessibility Statement.
- fProhibition on Deceptive Use: You must not use AI-powered features to generate content that is deceptive, misleading, or harmful to consumers or third parties. This includes, without limitation: false or misleading product descriptions; fabricated customer testimonials or reviews; misleading pricing or promotional claims; content designed to defraud or deceive consumers; and content that impersonates third parties.
- gIndemnification: You agree to indemnify, defend, and hold harmless Vayva, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable legal fees), fines, penalties, and regulatory actions arising out of or in connection with: your failure to review AI-generated content before publishing; inaccuracies or misleading statements in AI-generated content that you publish; your use of AI-generated content in violation of these AI Terms or applicable law; infringement of third-party intellectual property rights by AI-generated content you publish; or any deceptive, misleading, or harmful content generated through AI features at your direction. Vayva reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with Vayva's defence of such claim.
- aNo Warranty of Accuracy: AI-generated content is provided on an "AS IS" and "AS AVAILABLE" basis without any warranty of any kind. Vayva does not warrant that AI-generated content will be accurate, complete, reliable, current, or error-free. AI systems are inherently probabilistic and may produce errors, hallucinations, fabricated information (including fictitious product specifications, non-existent certifications, or false statistical claims), and content that does not correspond to reality.
- bNo Fitness for Purpose: Vayva does not warrant that AI-generated content will be fit for any particular purpose or suitable for your specific business needs. AI-generated content may not accurately represent your products, services, or brand. AI-generated marketing copy may not align with your brand voice or marketing strategy. AI-generated code may not be compatible with your technical requirements.
- cCode Quality Disclaimer: AI-generated code — including React components, storefront templates, CSS styles, JavaScript functions, and any other code generated by the AI Store Builder or other AI features — may contain bugs, security vulnerabilities, performance issues, or compatibility problems. You should have all AI-generated code reviewed by a qualified software developer before deploying it to a production environment. Vayva does not warrant that AI-generated code will function correctly, be free from defects, or be secure against exploitation.
- dNo Guarantee of Uniqueness: Vayva does not guarantee that AI-generated content will be unique to your storefront. The AI may generate substantially similar or identical content for other merchants using similar prompts, inputs, or business contexts. You have no exclusive rights to any general-purpose content, templates, or designs generated by the AI.
- eLanguage and Regional Limitations: AI features may not fully support all Nigerian languages, dialects, cultural nuances, or regional commercial practices. AI-generated content in languages other than English may be of lower quality, contain errors, or lack cultural context. You are responsible for verifying the accuracy and appropriateness of AI-generated content in all languages.
- aAggregate Cap: Vayva's total aggregate liability for all claims arising out of or in connection with AI-generated content or AI-powered features shall not exceed the total subscription fees paid by you to Vayva in the twelve (12) months immediately preceding the event giving rise to the claim. This is the same aggregate liability cap as set out in the Terms of Service.
- bExclusion of Consequential Damages: To the maximum extent permitted by Nigerian law, Vayva shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including but not limited to loss of profits, revenue, data, business opportunities, or goodwill — arising from the use of or inability to use AI-powered features or AI-generated content.
- cSpecific Exclusions: Without limiting the generality of the foregoing, Vayva shall NOT be liable for: any claim arising from your failure to review AI-generated content before publishing; any AI-generated content that infringes third-party intellectual property rights to the extent such infringement results from your failure to review the content; any loss of revenue, profit, or business opportunity resulting from errors, inaccuracies, or omissions in AI-generated content; any business interruption or downtime caused by AI-generated code or AI-powered features; any regulatory fines, penalties, or enforcement actions resulting from your publication of AI-generated content that violates applicable law; any claim arising from your use of AI features in violation of these AI Terms or the Acceptable Use Policy; or any damages arising from AI-generated content that you have modified, combined with other content, or used in a manner not intended by Vayva.
- aProcessing of Merchant Inputs: Your prompts, inputs, product information, images, and other data submitted to AI-powered features ("AI Inputs") are processed in accordance with the Vayva Privacy Policy and the Data Processing Agreement (DPA). AI Inputs are stored, processed, and transmitted using the same security measures (AES-256 encryption at rest, TLS 1.3 in transit) as all other Platform data.
- bConversation History: AI conversation history — including prompts submitted by you and responses generated by AI features — is stored in your merchant account and is accessible to you through the Platform. Conversation history is retained for the duration of your account and deleted within 90 days of account termination in accordance with Vayva's data retention policy.
- cAggregate Data Usage: Vayva may use anonymised and aggregated data derived from AI interactions across all merchants to improve the quality, accuracy, and performance of AI features, develop new features, and conduct research. Such anonymised data shall not be attributable to any individual merchant. Vayva shall not use your AI Inputs or merchant-specific data to train AI models for the direct benefit of a competing merchant.
- dNo Third-Party Sharing of Personal Data: Personal data included in your AI Inputs (including customer names, addresses, or other personal data) is not shared with third parties except as described in the Vayva Sub-Processor List and in accordance with the DPA. AI processing infrastructure providers (including Microsoft Azure for AI compute services) are engaged as sub-processors under written data processing agreements that comply with the Nigeria Data Protection Act (NDPA) 2023.
- eData Protection Impact Assessment: Vayva has conducted a Data Protection Impact Assessment (DPIA) for AI-powered features in accordance with the NDPA 2023. The DPIA is available for review by the Nigeria Data Protection Commission (NDPC) and may be shared with merchants upon request.
In addition to the prohibited activities set out in the Acceptable Use Policy, you must NOT use AI-powered features to: (a) generate content for items listed in the Vayva Prohibited Items Policy, including weapons, explosives, controlled substances, counterfeit goods, or any other prohibited or restricted items; (b) create deceptive, fabricated, or misleading customer testimonials, product reviews, or endorsements; (c) generate content that infringes, misappropriates, or otherwise violates any third-party intellectual property rights, including copyrights, trademarks, patents, or trade secrets under the Nigerian Copyright Act (Cap C28) and other applicable laws; (d) attempt to reverse-engineer, decompile, disassemble, or extract the weights, parameters, training data, or architecture of any AI model used in the Platform; (e) use AI features to generate content that violates any applicable Nigerian law, regulation, or regulatory guideline, including the FCCPA 2019, the NDPA 2023, the Cybercrimes Act 2015, and ARCON advertising standards; (f) generate content that is defamatory, discriminatory, hateful, harassing, or harmful to any person or group; (g) use AI features to impersonate any person, business, or organisation, or to create content that misleads consumers about the identity of the merchant; or (h) use AI features to generate content designed to defraud consumers, including misleading pricing claims,false promotional offers, or bait-and-switch tactics. Vayva reserves the right to monitor your use of AI features for compliance with these restrictions and to suspend or terminate access to AI features for any violation.
Vayva reserves the right to monitor, audit, and review your use of AI-powered features to ensure compliance with these AI Terms, the Terms of Service, and the Acceptable Use Policy. This includes reviewing AI-generated content, AI conversation history, and usage patterns. Vayva may conduct audits at any time without prior notice. Your use of AI features constitutes consent to such monitoring. Vayva's monitoring does not create any duty of care to you and does not relieve you of your obligations under these AI Terms.
As AI regulations evolve in Nigeria and globally, Vayva may update these AI Terms and modify AI-powered features to comply with new legal requirements. This may include changes to data processing practices, content generation limitations, or feature availability. Vayva will provide at least 30 days' notice for material changes required by new regulations. In urgent cases where immediate compliance is required by law, changes may take effect immediately with notice provided as soon as reasonably practicable.
- aModification of AI Features: Vayva may modify, update, enhance, or change AI-powered features at any time with at least 30 days' prior written notice for material changes that adversely affect the functionality or availability of AI features. Non-material changes (including improvements to AI model accuracy, performance optimisations, and user interface refinements) may be made without prior notice.
- bSuspension or Discontinuation: Vayva may suspend or discontinue any AI-powered feature temporarily or permanently with at least 30 days' prior written notice. In the event of permanent discontinuation, Vayva will provide reasonable assistance to merchants for the transition, including exporting AI-generated content and conversation history.
- cEffect of Account Termination on AI-Generated Content: Upon termination or suspension of your merchant account: all rights to AI-generated content already published on your storefront shall remain with you as set out in Section 2(a); AI conversation history, unpublished AI-generated drafts, and AI Inputs shall be deleted in accordance with Vayva's data retention policy within 90 days of account termination; and you may request export of your AI-generated content and conversation history within 30 days of account termination by contacting support@vayva.ng.
- dEnforcement: Vayva reserves the right to restrict, suspend, or terminate your access to AI-powered features immediately, without prior notice, if you violate these AI Terms, the Terms of Service, or the Acceptable Use Policy. Repeated violations may result in permanent removal of AI feature access.
These AI Services Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising from or in connection with these AI Terms shall be resolved in accordance with the dispute resolution mechanism set out in the Terms of Service — first through good-faith negotiation, and if unresolved within 30 days, through arbitration at the Lagos Multi-Door Courthouse (LMDC). The courts of Lagos State, Nigeria, shall have exclusive jurisdiction.
12CONTACT
For questions regarding these AI Services Terms: legal@vayva.ng | Phone: +234 913 700 0140 | Address: Vayva Technologies Ltd, 19 Princess Bola Kazem, Shangisha, Lagos, Nigeria.