Legal

Terms of Service

Effective 1 January 2025. By accessing VirtualOfficeNG services you agree to the terms outlined below.

1. Agreement Overview

1.1. Mandatory Arbitration

THIS TERMS OF USE AGREEMENT ("AGREEMENT") CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION IN CLAUSE 28 WHICH INCLUDES INDIVIDUAL ARBITRATION THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES TO ENSURE THAT YOU UNDERSTAND YOUR RIGHTS.

1.2. Terms of Use

The Agreement is a legally binding agreement between you ("You"/"Your"/"Customer"), and Virtual Office Nigeria ("VirtualOfficeNG" "Us" "Our" "We"). This Agreement contains the terms and conditions that govern Your use of Our virtual office services, including but not limited to business registration, mail scanning and forwarding, meeting room access, registered business address and other administrative support services for foreign businesses in Nigeria (Our "Services"), which are made available and hosted at https://www.virtualofficenigeria.ng.

1.3. Amendments to this Agreement

VirtualOfficeNG reserves the right to amend this Agreement at any time and may notify You of any material changes by posting the revised Agreement on the Platform. All changes shall be effective upon posting. You should check this Agreement periodically for such changes.

1.4. Suspension and Termination of Services

Without limiting Our other rights or remedies, VirtualOfficeNG may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability where such is necessary to protect the commercial interests of VirtualOfficeNG. VirtualOfficeNG will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any such termination or suspension.

2. Eligibility and Acceptance of Our Terms & Conditions

To be eligible to use any of Our Services, You must review and accept the terms set forth in this Agreement, any supplemental agreements and the terms of any applicable subscription issued by VirtualOfficeNG specifying the Services to be provided under this Agreement ("Subscription Plan"). By accessing or using the Platform or signing up to create a profile on Our Platform, You acknowledge that You have read, understood, and agree to be bound by this Agreement.

2.2. Authorised Representatives

You may authorise an individual ("Authorised Representatives") to manage Your access to and use of the Services and the Platform. You acknowledge and agree that You are liable for all actions and omissions of any Authorised Representative or other individual that You allow to access the Services. If You are agreeing to this Terms of Use on behalf of a business, You hereby represent and warrant that You are the Authorised Representative of that business and that You have the authority to bind that business.

3. Additional Definitions

"Customer Data" means information, data, and other content, in any form or medium, that is uploaded or otherwise received, directly or indirectly, from the Customer through the Platform.

"Document" means any file, records or legal documents issued in Nigeria scanned, physically forwarded, stored, or managed by Customer through the Platform in relation to operation of the Customer's virtual office, compliance and correspondence.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other Intellectual Property Rights laws.

"VirtualOfficeNG Materials" means all specifications, documentation, systems, methods, processes, software, deliverables, technical or functional descriptions, directories, tracking systems, and any and all other information, data, documents, materials, works, content, templates, devices, sample agreements, policies and document systems features developed, provided, or used by VirtualOfficeNG.

"Resultant Data" means data and information related to a Customer's use of the Services that is used by VirtualOfficeNG in an aggregate and anonymized manner.

"Services" as used in this Agreement includes all improvements, updates, enhancements, bug fixes, release notes, upgrades and changes thereto, as developed by VirtualOfficeNG and made available to Customers.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to VirtualOfficeNG.

4. Access and Use of the Service

4.1. License Grant

Subject to Customer's payment of the relevant fees, VirtualOfficeNG hereby grants Customer a non-exclusive, non-transferable license to access and use the Services during the term agreed with Customer (the "Term"), solely for use by Customer in accordance with this Agreement. Customer shall not sublicense, resell, distribute, copy, modify or reverse engineer, or otherwise exploit the Platform or any portion thereof.

4.2. Ownership

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, VirtualOfficeNG Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise to You. All rights, title, and interest in and to the Services, the VirtualOfficeNG Materials, and the Third-Party Materials are and will remain that of VirtualOfficeNG and the respective rights holders in the Third-Party Materials.

4.3. Third Party Platforms & Shared Information

The Platform and the Services may contain links to third-party platforms or resources. VirtualOfficeNG provides these links only as a convenience and is not responsible for the content, products, or services on or available from those other platforms or resources. You assume all risk arising from Your use of any third-party platforms or resources.

Where required, You hereby authorize VirtualOfficeNG to submit to the applicable partner any and all documents and information about You, that are necessary for such third-party partner or VirtualOfficeNG to provide any relevant Service to You.

4.4. No Professional Advice

You acknowledge that VirtualOfficeNG is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided through the Platform is intended for Your general use only and does not constitute legal or other professional advice.

4.5. Geographic Restrictions

The Services are only available for persons in those jurisdictions in which they may legally be sold, purchased and used. The technology and software underlying the Services and/or the Platform or distributed in connection therewith and the transmission of any applicable data may be subject to export control laws.

4.6. Our Right to Modify the Services

VirtualOfficeNG reserves the right to modify, suspend, discontinue, or restrict Your access to any part of the Platform, Services or its features, at any time, with or without notice, for any reason. VirtualOfficeNG shall not be liable to You or any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

5. Administration of Your VirtualOfficeNG Profile

5.1. Your VirtualOfficeNG Profile

To access the Services, You must create a VirtualOfficeNG Profile on the Platform, by providing relevant information. You acknowledge that VirtualOfficeNG may use the phone number and email You provided as the primary mode of communicating with You.

5.2. Mail Scanning and Forwarding

VirtualOfficeNG may receive, forward, scan and notify You of any data or Documents issued in Nigeria. You are fully responsible for the applicable fees, courier fees, customs regulations and other related charges in a case of mail forwarding. You acknowledge and agree that VirtualOfficeNG is not a licensed postal or courier operator and acts solely as Your authorised agent for receiving mail at the business address assigned to You. VirtualOfficeNG is not liable for any loss, delay, damage, misdelivery or non-delivery caused by third-party postal services, courier companies, customs agencies or governmental authorities.

5.3. Account Responsibility & Security

You understand that Your VirtualOfficeNG Profile is solely for Your use, and You will not share Your VirtualOfficeNG Profile or passwords with anyone. You are fully responsible for all actions taken on or through the Services associated with Your VirtualOfficeNG Profile.

5.4. Security

You are responsible for the security of Your VirtualOfficeNG Profile and agree to keep Your password secure. If Customer believes or suspects that its VirtualOfficeNG Profile, password or other credentials have been accessed or compromised, Customer must immediately notify VirtualOfficeNG at contactsupport@virtualofficenigeria.ng.

5.5. Platform Usage

Customer acknowledges that modules and features available within the Platform are integral to the Services. Customer agrees to use the Platform, including all modules and features that pertain to the relevant Service, in accordance with the training, demos, manuals and documentation provided by VirtualOfficeNG.

5.6. Accuracy of Information

You represent and warrant that all information You provide to Us in relation to Your VirtualOfficeNG Profile or Your use of the Services, is true, complete, accurate, correct, not misleading and provided in a timely manner. In the event that the information You provide to Us changes, You hereby agree to notify Us of such changes immediately.

5.7. Customer Data and Consent

You represent and warrant that You have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and provide the Customer Data in connection with Your use of the VirtualOfficeNG Services. By providing any Customer Data to VirtualOfficeNG, You hereby grant VirtualOfficeNG a non-exclusive, worldwide, royalty-free, fully paid-up right to use Customer Data to provide the Services.

5.8. Prohibited Uses & Restrictions

The Customer shall not, under any circumstances, use the VirtualOfficeNG Dashboard or any related features for purposes inconsistent with this Agreement. Specifically, the Customer is prohibited from:

  • Using any content, data, or functionality provided by VirtualOfficeNG in a manner not expressly permitted under this Agreement;
  • Engaging in any fraudulent, malicious, illegal, or otherwise unauthorized activities using the VirtualOfficeNG Platform;
  • Using Our address, phone numbers, facilities or Services for fraudulent, deceptive, illegal, illicit or misleading purposes;
  • Registering shell entities, or businesses engaged in fraudulent, illegal and regulatory prohibited activities;
  • Exploiting or allowing others to exploit the VirtualOfficeNG Dashboard or any related features.

6. Subscription Fees, Transaction Charges & Taxes

Customer shall pay the fees as advised by VirtualOfficeNG immediately as and when due. Subscription Fees are payable at the start of each month or annually, depending on the terms of Your Subscription Plan. Other than as expressly provided for in this Agreement, Subscription fees are non-refundable.

If Customer fails to pay the Subscription fees as and when due, VirtualOfficeNG may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly. If such failure continues for 7 (Seven) days following written notice thereof, VirtualOfficeNG may suspend performance of the Services until all past due amounts and interest thereon have been paid.

VirtualOfficeNG may increase the Subscription fees by providing written notice of the new subscription or other fees to Customer at least thirty (30) calendar days prior to the commencement date of the new Subscription fees.

7. Intellectual Property Rights

All right, title, and interest in and to the Platform and VirtualOfficeNG Materials, including all Intellectual Property Rights therein, are and will remain with VirtualOfficeNG. You have no right, license, or authorization with respect to any of the VirtualOfficeNG Materials except as expressly set forth in this Agreement. Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data.

8. Non-Solicitation

During the Term and for five (5) years after, Customer shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor, any person who is/was employed or engaged by VirtualOfficeNG or any subcontractor of VirtualOfficeNG and involved in any respect with the Services or the performance of this Agreement.

9. Acceptable Use Restrictions

You are prohibited from directly or indirectly engaging in conduct that presents a risk of harm to other Customers, the Services, the Platform or any third parties. You agree not to:

  • Use the Platform or the Services in any unlawful manner, for any unlawful purpose, or in a manner inconsistent with this Agreement;
  • Connive with Our employees, or third parties to use the Platform or the Services to defraud VirtualOfficeNG, including committing identity theft;
  • Create multiple VirtualOfficeNG Profiles without prior agreement from VirtualOfficeNG;
  • Use the Platform or Services in a manner that implies or promotes support, funding of, or membership in a terrorist organization;
  • Infringe Our Intellectual Property Rights or those of any third party;
  • Use the Platform or the Services in a way that could damage, disable, overburden, impair or compromise Our systems or security;
  • Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code underlying the Platform;
  • Transmitting malware or hosting phishing pages;
  • Engaging in deceptive commercial practices.

10. Indemnity

Customer shall indemnify, defend, and hold harmless VirtualOfficeNG and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages and losses incurred by VirtualOfficeNG resulting from any action by a third party arising from Customer's use of the Services, breach of this Agreement, fraud, negligence or any act or omission by Customer or any of its representatives.

VirtualOfficeNG agrees to indemnify, defend and hold Customer harmless against any and all third party claims arising out of allegations by a third party that the Services or any portion thereof infringe(s) or otherwise violate(s) such third party's Intellectual Property Rights.

11. Disclaimer

EXCEPT AS IS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, INCLUDING WITHOUT LIMITATION THE PLATFORM, ANY THIRD-PARTY SERVICES AND THE VIRTUALOFFICENG MATERIALS ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. VIRTUALOFFICENG HEREBY DISCLAIMS ANY AND ALL LIABILITIES, RESPONSIBILITIES AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, LOSS OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SERVICES.

12. Limitation of Liability

EXCEPT WITH RESPECT TO VIRTUALOFFICENG'S IP INDEMNIFICATION OBLIGATIONS HEREIN, UNDER NO CIRCUMSTANCES SHALL VIRTUALOFFICENG OR ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, NON-PECUNIARY, EMOTIONAL OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST/INACCURATE DATA OR LOSS OF GOODWILL OR REPUTATION, OR REPLACEMENT COSTS, BUSINESS INTERRUPTION FOR ANY REASON, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL THE COLLECTIVE AND AGGREGATE LIABILITY OF VIRTUALOFFICENG, AND ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS, FOR ANY DIRECT DAMAGES, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES PAID TO VIRTUALOFFICENG HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY.

13. Entire Agreement

This Agreement constitutes the entire agreement between You and Us and supersedes and extinguishes all previous and/or contemporaneous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, relating to the subject matter of this Agreement.

13.2. Force Majeure

VirtualOfficeNG shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond Our control.

14. Beware of Scam

Scammers are getting increasingly sophisticated in their attempts to have access to Your money, Your financial information and other personal information. It is Your obligation to keep Your Information and sign-in details safe. Do not share Your VirtualOfficeNG Profile details with anyone.

VirtualOfficeNG would never:

  1. Send You suspicious texts, pop-up windows, links or attachments in emails;
  2. Request Your sign-in details;
  3. Have a tech support call You to inform You of viruses detected on Your device, and requesting that You send a screenshot of any QR code or click a link;
  4. Send an email, SMS, or call You requesting that You provide Your sign-in details or payment PIN to claim a refund;
  5. Send an email, SMS, or call You requesting personal and financial information to issue payment cards;
  6. Send an email, SMS, or call You requesting that You make donations; or
  7. Send an email, SMS, or call You offering You a free gift card and requesting that You provide Your sign-in details.

15. Assignment & Sub-Contractors

This Agreement, and any rights and licenses granted hereunder shall not be transferred or assigned by You without the prior written consent of VirtualOfficeNG. VirtualOfficeNG may withhold, condition, or delay any such consent in its sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void.

16. Electronic Transmission

The Customer hereby agrees to electronic communication. This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person.

17. Severance

If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.

18. No Partnership or Agency

This Agreement shall not be construed as creating any partnership, joint venture, agency or similar relationship between You and VirtualOfficeNG other than the relationship with respect to carrying out the terms of this Agreement.

19. Insurance

The Customer shall, at its own expense, maintain adequate insurance coverage reasonably appropriate to its use of the Services and its operations, including, where relevant: (a) liability arising from the Customer's use of the Services; (b) cybersecurity, data protection, or privacy-related liability; and (c) any other coverage reasonably required to comply with applicable law.

20. Compliance with Laws

You will be solely responsible for compliance with any and all applicable laws, rules and regulations affecting Your business, and any use You may make of the Services to assist You in complying with any such laws, rules or regulations.

Each Party agrees, in its performance of its obligations under this Agreement, to comply with all applicable anti-bribery, anti-money laundering and other anti-corruption laws applicable in its jurisdiction.

21. Construction

VirtualOfficeNG has prepared this Agreement and Customer has either retained counsel or had the opportunity to do so to review this Agreement. With respect to any dispute concerning the meaning of this Agreement, this Agreement will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning.

22. Marketing

By using the Services, You consent to VirtualOfficeNG using Your name and relevant information for promotional and marketing purposes on the VirtualOfficeNG website and in other marketing materials. You may withdraw Your consent or opt out of marketing communications at any time by contacting us at contactsupport@virtualofficenigeria.ng.

23. Future Functionality

The Customer acknowledges that its purchase of access to the Platform is based solely on the functionality available at the time of subscription. Any statements, presentations, or materials describing possible future features, enhancements, or integrations are for informational purposes only and are not binding commitments.

24. Notices

VirtualOfficeNG may provide notices to Customer whether required by law or for operational, marketing, or other business purposes, by email, mobile message, postal mail, hard copy delivery, or through in-product notifications on the Platform, as determined by VirtualOfficeNG in its sole discretion.

25. Survival

Except as expressly provided otherwise in this Agreement, all provisions that by their nature extend beyond the expiration or termination of this Agreement shall survive such expiration or termination, including, without limitation, provisions related to confidentiality, intellectual property ownership, payment obligations, indemnification, limitations of liability, dispute resolution, and compliance with laws.

26. Waiver

No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

27. Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, shall be governed by, and enforced in accordance with, the laws of Nigeria.

28. Arbitration

Any past, present or future claim relating in any way to Your use of or access to the Services, the Platform or any product or service integrated with the Services, shall within one-month of being notified of such dispute, be resolved by binding, individual arbitration rather than in Court. Any such dispute shall be referred to arbitration at the Lagos Multi-door Courthouse ("LMDC") and governed by the Arbitration and Mediation Act, 2023.

The arbitration shall be conducted by a single arbitrator. The findings of the arbitrator and any resulting award shall be final and binding on both parties. Each party shall bear its own costs in connection with the arbitration. The venue for the arbitration shall be in Lagos, Nigeria.

29. Our Complaint Handling Procedures

Meeting and exceeding Our clients' expectations is the most important part of Our business. However, there may be occasions when something goes wrong and leaves You dissatisfied. If this happens, please let Us know and We'll do everything We can to resolve the problem with You. You can get in touch by either sending us an email at: contactsupport@virtualofficenigeria.ng or writing to us at: 13A Sola Oguntade Close, Lekki Phase 1, Lekki Lagos.