Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Vexel Labs Limited (“Padiflow”, “we”, “us”), a company registered in Nigeria, governing your use of the Padiflow platform, website, and related services (the “Service”). By creating an account or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a business, you confirm you have authority to bind that business, and “you” means that business.

1. The Service

Padiflow is a business tool that lets vendors manage customer conversations across connected messaging channels (WhatsApp Business, Instagram, Facebook Messenger, and Telegram) in a unified inbox, receive AI-generated reply suggestions, manage products and inventory, generate payment links through their own Paystack account, operate a hosted storefront, and view sales analytics. The Service is intended for business use by persons aged 18 or over.

2. Accounts

You must provide accurate information when registering and keep it up to date. You are responsible for safeguarding your login credentials, for all activity under your account, and for the actions of any team members you add. Notify us promptly of any unauthorized use of your account.

3. Messaging channels and platform policies

Channel connections are made through the official APIs of Meta Platforms and Telegram, with your authorization. By connecting a channel you agree to comply with the policies of that platform, including Meta's WhatsApp Business Messaging Policy, Commerce Policy, and Platform Terms, and Telegram's terms. Those platforms may change their features, policies, or pricing at any time, including fees they charge you directly for messages, and Padiflow is not responsible for such changes or for platform outages.

You agree not to use the Service to send spam or unsolicited messages, and to message only people who have contacted your business or otherwise consented to be contacted, in line with platform rules and applicable law. We may disconnect a channel or suspend an account that a platform flags for policy violations, or that we reasonably believe is violating platform policies, to protect our ability to serve all vendors.

4. Acceptable use

You may not use the Service to:

• sell or promote illegal goods or services, or goods prohibited by the policies of connected platforms;
• engage in fraud, deception, impersonation, or misleading commercial practices;
• harass, threaten, or abuse any person;
• infringe the intellectual property or other rights of others;
• interfere with, probe, or disrupt the Service, other tenants' data, or attempt to access accounts or data not belonging to you.

We may suspend or terminate accounts engaged in these activities.

5. AI features

Padiflow provides AI-generated message classifications and reply suggestions. Suggestions are drafts only. You review, edit, and approve every message before it is sent, and you are solely responsible for all messages sent from your account, including messages based on AI suggestions. AI output may contain errors, and we do not guarantee its accuracy. You are responsible for ensuring prices, availability, and commitments communicated to your customers are correct.

6. Payments between you and your customers

Payments from your customers are processed by Paystack through your own Paystack account, under your agreement with Paystack, and settle directly to you. Padiflow never receives, holds, or transmits customer funds and is not a party to transactions between you and your customers. You are responsible for delivering what your customers pay for, and for handling refunds, disputes, and chargebacks with your customers and Paystack. By connecting a Paystack account you confirm you are authorized to use it, and you authorize Padiflow to create transactions and verify their status on your behalf through the Paystack API. We store your API credentials encrypted and use them only to provide the Service.

7. Subscriptions

Paid plans are billed in Nigerian Naira for the billing period you select. Fees are payable in advance and, except where required by law, are non-refundable, including for partly used periods. We may change plan pricing or features with at least 30 days' notice, taking effect at your next renewal. If a subscription lapses, your account may become read-only and hosted storefronts may be unpublished after a grace period, as described in the Service. We do not delete your data merely because a subscription lapses.

8. Credits

Padiflow uses prepaid credits for usage-based features as described in the Service. Credits:

• can be used only to pay for Padiflow services;
• have no cash value, cannot be withdrawn, and cannot be transferred to any other person or account;
• cannot be used to pay any third party;
• are refundable only to the original payment method, where required by law or approved by us;
• expire 12 months after purchase if unused, and upon account closure, except where law requires otherwise.

Credit prices and what credits are consumed for are shown in the Service and may change with notice; already purchased credits keep their Naira value.

9. Storefronts and subdomains

Storefronts are hosted on Padiflow subdomains that we license to you while your account is in good standing. Subdomain names may not impersonate other businesses, infringe trademarks, or use reserved or offensive terms, and we may reclaim or reassign a subdomain in case of a violation, a rights-holder complaint, or extended account inactivity. You are responsible for the accuracy of the products, prices, and content on your storefront.

10. Your content and data

You retain all rights to your business content, product data, and customer conversations. You grant us a limited license to host and process this content solely to provide and improve the Service, as described in our Privacy Policy. You are responsible for your relationship with your customers, including any consent or notice their data requires, and you confirm your content and its use through the Service do not violate any law or third-party right.

11. Padiflow's intellectual property

The Service, including its software, design, and branding, belongs to Vexel Labs Limited and its licensors. These Terms do not grant you any right to our intellectual property except the right to use the Service as intended while these Terms are in effect.

12. Suspension and termination

You may close your account at any time from the Service or by contacting us. We may suspend or terminate accounts that violate these Terms, platform policies, or applicable law, or that create risk for Padiflow or other users, with notice where practicable. After account closure you have 30 days to request an export of your data, after which we delete or anonymize it as described in our Privacy Policy. Sections that by their nature should survive termination (including sections 6, 8, 10, 11, 13, 14, and 15) survive.

13. Disclaimers

The Service is provided “as is” and “as available”. We do not warrant that the Service will be uninterrupted or error-free, and we depend on third-party platforms (including Meta, Telegram, Paystack, and cloud providers) whose availability and terms we do not control. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability and fitness for a particular purpose. Nothing in these Terms limits rights you have under mandatory provisions of applicable consumer protection law.

14. Limitation of liability

To the fullest extent permitted by law, Vexel Labs Limited will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunities, arising from or related to the Service. Our total liability for all claims in any 12-month period will not exceed the amounts you paid to Padiflow in that period. These limits do not apply to liability that cannot be limited under applicable law.

15. Indemnity

You will indemnify and hold Vexel Labs Limited harmless from claims, losses, and expenses (including reasonable legal fees) arising from your content, your products and sales, your messages to customers, your violation of these Terms or platform policies, or your violation of any law or third-party right.

16. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a new effective date and, for material changes, notify you through the Service or by email at least 14 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance.

17. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Before formal proceedings, both parties agree to attempt in good faith to resolve any dispute by contacting the other party. Disputes that cannot be resolved informally are subject to the jurisdiction of the courts of Lagos State, Nigeria.

18. Contact us