Terms of Service

1. INTRODUCTION & ACCEPTANCE

1.1. These Terms of Service ("Terms") constitute a legally binding agreement between Greywood Technologies ("Greywood," "we," "us," or "our"), a technology business operating in the Federal Republic of Nigeria, and you ("Merchant," "you," or "your"), the registered individual or commercial entity operating the Tushe OS cockpit ("Platform" or "Service").

1.2. By creating an account, authenticating via Phone OTP/JWT, accessing the cockpit, or linking a Meta WhatsApp Cloud API phone number, you explicitly confirm that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, Acceptable Use Policy, Data Processing Agreement, and Refund Policy.

1.3. Tushe OS is an autonomous AI-powered sales management operating system designed to assist Nigerian retail businesses in managing customer conversations, defending pricing margins, processing payments via Paystack, and delivering morning sales reports. Tushe OS is NOT a human sales agent, NOT a commercial bank, and NOT a licensed payment service provider.

1A. BETA SERVICE DISCLAIMER (EFFECTIVE NOVEMBER 5, 2026)

1A.1. Beta Operating Realities: While our 5-Layer Guardrail Framework and RLS tenant mesh enforce strict isolation, you acknowledge that:

• Features and LLM routing weights may be calibrated or updated to enhance response accuracy.
• AI conversational models may occasionally generate unexpected or imperfect colloquial phrasing in complex Pidgin or multi-dialect trade environments.
• WhatsApp API connectivity is governed directly by Meta Cloud Platform infrastructure, which may experience third-party latency or rate limitations outside Greywood's control.
• Payment links and NUBAN bank accounts are provisioned via Paystack and licensed settlement partner banks (Wema Bank, Titan Trust Bank).

1A.2. "AS IS" Provision: The Beta version of Tushe OS is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, statutory, or implied, including warranties of merchantability, fitness for a particular retail purpose, and uninterrupted uptime.

1A.3. Beta Liability Cap: During the active Beta period, Greywood's total aggregate liability arising out of or related to Tushe OS shall not exceed:

• Free Tier Merchants: ₦10,000 (Ten Thousand Nigerian Naira).
• Paid Subscription Merchants: The actual subscription fee paid by you to Greywood in the one (1) month immediately preceding the incident.

2. ELIGIBILITY & MERCHANT CAPACITY

2.1. To register for and operate Tushe OS, you must:

• Be at least 18 years of age.
• Be a Nigerian citizen, permanent resident, or legally incorporated business entity registered (or undergoing registration) with the Corporate Affairs Commission (CAC).
• Maintain a verified commercial bank account with a CBN-licensed financial institution.
• Possess the legal authority to bind your business and staff to these Terms.

3. ACCOUNT REGISTRATION & PHONE OTP SECURITY

3.1. You agree to provide accurate, verified information during onboarding, including your legal business name, owner contact, valid WhatsApp phone number, and settlement details.

3.2. Tushe OS utilizes multi-factor authentication, including Supabase Phone OTP and cryptographically signed JWT tokens. You are solely responsible for maintaining the confidentiality of your authentication devices and credentials.

4. CORE CAPABILITIES & SHADOW MODE GRADUATION

4.1. Tushe OS delivers five core autonomous engines:

• Direct Meta WhatsApp Cloud API customer conversation handling.
• Autonomous margin defense and price negotiation within strict mathematical boundaries.
• Multi-tenant inventory catalog management and price list ingestion.
• Instant Paystack payment link and Dedicated Virtual Account (NUBAN) generation.
• Daily 7:00 AM WAT synthesized Morning Briefings and tamper-evident audit ledger logging.

4.2. The 14-Day Shadow Mode Graduation Mandate: To ensure complete business safety, all new merchant accounts begin in Shadow Mode. In Shadow Mode, Tushe drafts all negotiation replies for your manual review and approval. Transition to fully Autonomous Mode requires a verified 95%+ merchant approval rate over 14 consecutive days.

5. PRICING, SUBSCRIPTION BILLING & GRACE PERIOD

5.1. Plan Tiers and Monthly Fee Schedule:

5.2. Promotional Discount Rate Mechanics: For Starter, Growth, and Enterprise plans, eligible new merchants receive a 14-day free trial, followed by an automatic 20% promotional discount (paying 80%) across Months 1 and 2. Commencing on Month 3, subscriptions step up to the standard rate.

5.3. Billing Mitigation 1 (3-Day Grace Period & Retries): Tushe does not cancel or suspend your autonomous sales on a single card failure. If a scheduled renewal charge fails, the engine activates an automated 3-day (72-hour) grace period with 3 automated retry charges (timed for 9:00 AM WAT when commercial bank balances refresh) accompanied by personal WhatsApp alerts. Your AI sales remain 100% active during the 72-hour grace period.

5.4. Day 0 Verification Fee Credit: Any nominal debit card tokenization fee (e.g. ₦50 or ₦100) charged by Paystack upon trial setup is 100% non-refundable in cash, but is automatically credited against your Month 1 subscription invoice.

6. AI AUTONOMY & MERCHANT RESPONSIBILITY

6.1. The 4-Tier Price Ladder Invariant: You are strictly responsible for configuring valid price ladders for all inventory items:

Tier 1 (Display) ≥ Tier 2 (Target) ≥ Tier 3 (Protected) ≥ Tier 4 (Floor) > 0

6.2. Absolute Emergency Stop: Tushe’s Financial Guardrail Mesh mathematically enforces your dynamic P_floor and absolute P_emergency hard boundary. You may never attribute pricing errors to the platform if the negotiated price fell within your configured parameters.

6.3. Layer 5 Emergency Kill Switch: You retain the capability to immediately halt all outbound autonomous messaging in real time by clicking the Kill Switch in your cockpit.

7. STRICT NO CASH REFUNDS POLICY

7.1. All subscription fees, promotional rates, renewals, and card tokenization fees are 100% non-refundable.

7.2. Voluntary subscription cancellation transitions the account to canceled_at_period_end. Your store maintains active cockpit access until the concluding second of your paid cycle. No cash or prorated refunds are issued under any circumstances. (See full details in our Refund & Cancellation Policy).

8. DISPUTE RESOLUTION & GOVERNING LAW

8.1. Informal Negotiation: Parties agree to attempt informal resolution by emailing admin@tushe.com.ng for 30 days prior to initiating formal proceedings.

8.2. Small Claims Jurisdiction: For claims of ₦500,000 or less, disputes shall be adjudicated by the Lagos State Small Claims Court.

8.3. Arbitration: For claims exceeding ₦500,000, disputes shall be settled by binding arbitration in Lagos State under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria.

9. CO-FOUNDER ADVISORY & DECISION-SUPPORT DISCLAIMER (ABOKI KASUWANCI)

9.1. Automated Modeling & Heuristics: All insights delivered via the Business Partner Desk, the Unfulfilled Demand Radar, Capital Health Audits, 7:00 AM Daily Briefings, and Monthly Growth Plans are generated using automated heuristics, store chat patterns, and statistical language models. They represent operational decision support, not certified professional guidance.

9.2. No Fiduciary Relationship: Using Tushe OS does not create a banking, escrow, partnership, fiduciary, joint venture, or employment relationship between Greywood Technologies and the store owner. Tushe does not hold, custody, or manage merchant deposits; all banking rail settlements are executed via licensed payment processors (Paystack) and Central Bank of Nigeria (CBN) regulated commercial banks (Titan Trust Bank / Wema Bank).

9.3. Working Capital & Inventory Risk: The merchant retains sole discretion over all business decisions, including whether to purchase inventory suggested by the Demand Radar, activate Cash-Flow Volume clearance modes, or execute supplier restock trips. Tushe OS and Greywood Technologies disclaim all liability for inventory obsolescence, dead-stock write-downs, customer defaults, supplier non-performance, or retail losses.

10. LIMITATION OF LIABILITY & INDEMNIFICATION

10.1. Aggregate Liability Cap: To the maximum extent permitted under applicable Nigerian law, the total cumulative liability of Greywood Technologies, Tushe OS, its founders, directors, employees, and software architects for any and all claims arising out of or related to this Agreement or the software shall not exceed the lesser of: (i) the total subscription fees actually paid by the merchant to Tushe OS in the three (3) months immediately preceding the event giving rise to liability, or (ii) ₦50,000 (Fifty Thousand Naira).

10.2. Disclaimer of Consequential Damages: In no event shall Tushe OS or Greywood Technologies be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to loss of profits, loss of anticipated sales, loss of revenue, loss of business goodwill, data loss, courier losses, or customer chargebacks, regardless of legal theory and whether Tushe was advised of the possibility of such damages.

10.3. Merchant Indemnification: You agree to fully defend, indemnify, and hold harmless Greywood Technologies, Tushe OS, its subsidiaries, and its officers against any third-party claims, lawsuits, investigations, regulatory fines, or damages (including legal defense fees) resulting from:

• Your retail products, merchandise, or services (including counterfeit, defective, or restricted goods);
• Customer delivery disputes, waybill damages, rider mishaps, or interstate park delays;
• Your breach of these Terms, the Acceptable Use Policy, or applicable consumer protection laws;
• Your failure to declare, report, or remit applicable statutory taxes (VAT, Company Income Tax, state levies).

11. DATA PRIVACY & STATUTORY COMPLIANCE (NDPA 2023)

11.1. Data Roles: Under the Nigeria Data Protection Act (NDPA 2023), the merchant operates as the Data Controller with respect to customer contact information and WhatsApp conversations. Tushe OS operates strictly as the Data Processor.

11.2. Statutory Data Safeguards: Tushe secures personal identifiable information (PII) via SHA-256 cryptographic phone hashing and stores conversation histories in isolated Supabase PostgreSQL tables enforcing strict multi-tenant Row-Level Security (RLS). External Large Language Model APIs (Groq, DeepSeek) are utilized as stateless processors and do not retain customer data to train public foundation models.