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5.1. Express Acknowledgment: BY USING DEXA AI, YOU EXPRESSLY ACKNOWLEDGE, AGREE, AND CONFIRM THAT:

• a) A limited Principal-Agent relationship is created whereby you act as Principal and Dexa AI acts as your computational Agent;
• b) This relationship is strictly limited to automated tax calculations and advisory functions;
• c) You retain full responsibility and authority over all decisions, actions, and tax submissions.

5.2. Limitations of Agency: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS PRINCIPAL-AGENT RELATIONSHIP:

• a) Does NOT create any fiduciary duty, obligation, or relationship between you and the Company;
• b) Does NOT constitute a professional advisory relationship of any kind;
• c) Does NOT create any legal, accounting, tax advisory, or financial planning relationship;
• d) Does NOT authorize Dexa AI or the Company to act on your behalf before any government authority;
• e) Does NOT impose any duty of care, loyalty, disclosure, or good faith upon the Company.

5.3. No Company Liability: YOU EXPRESSLY AGREE that the Company, its directors, officers, employees, shareholders, developers, subsidiaries, affiliates, partners, contractors, agents, and associated entities shall bear ABSOLUTELY NO LIABILITY WHATSOEVER for:

• a) Any outputs, calculations, or recommendations generated through this Agent relationship;
• b) Any actions taken or not taken by you in reliance on such outputs;
• c) Any tax consequences, penalties, or obligations arising from your use of the Services.

6.1. User Acknowledgment: YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

• a) Dexa AI is an autonomous computational system that may generate inaccurate, incomplete, outdated, or erroneous results;
• b) All outputs are algorithmically generated and may contain material errors or omissions;
• c) Tax laws are complex, frequently changing, and subject to interpretation;
• d) Dexa AI may not reflect the most current tax laws, regulations, or judicial interpretations;
• e) YOU ASSUME ALL RISK associated with reliance on any outputs generated by Dexa AI.

6.2. No Relationship Created: YOU EXPRESSLY ACKNOWLEDGE AND AGREE that no contract (other than this Agreement), partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, or duty of care is created between you and:

• a) Vergold Nig Ltd;
• b) Any of its subsidiaries, parent companies, or affiliated entities;
• c) Any of its directors, officers, employees, or shareholders;
• d) Any of its contractors, consultants, or agents;
• e) Any associated persons or entities.

6.3. Confirmation: Your continued use of Dexa AI constitutes your ongoing acknowledgment and reaffirmation of this clause.

7.1. Data Accuracy: You agree and undertake to:

• a) Provide accurate, complete, current, and truthful information at all times;
• b) Update information promptly when circumstances change;
• c) Not submit false, misleading, or fraudulent data.

7.2. Verification Duty: You agree and undertake to:

• a) Independently review, verify, and validate all computed results before relying on them;
• b) Cross-reference outputs with applicable tax laws and regulations;
• c) Consult with qualified tax professionals before making tax-related decisions;
• d) Verify all calculations independently before submitting tax returns or making payments.

7.3. Risk Assumption: You expressly agree to:

• a) Use all outputs at your sole discretion and risk;
• b) Accept full responsibility for all decisions made based on Dexa AI outputs;
• c) Bear all consequences of any errors or inaccuracies in system outputs.

7.4. Legal Compliance: You agree and undertake to:

• a) Comply with all applicable federal, state, and local tax laws and regulations;
• b) Meet all tax filing deadlines and reporting obligations;
• c) Pay all taxes, penalties, and interest as required by law;
• d) Maintain proper records and documentation as required by law.

7.5. Breach: Any breach of these obligations shall constitute a material breach of this Agreement.

8.1. Express Consent: BY USING DEXA AI, YOU EXPRESSLY, VOLUNTARILY, AND IRREVOCABLY CONSENT TO:

• a) The collection, processing, storage, and internal use of any and all data you submit, including sensitive financial information, personal identification data, and tax-related information;
• b) The use of your submitted data to train, fine-tune, improve, test, and evaluate Dexa AI and associated systems;
• c) The retention, processing, anonymization, aggregation, or other transformation of your data for system enhancement, research, and development purposes.

8.2. Data Rights: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• a) All data submitted may be permanently retained by the Company;
• b) Anonymized or aggregated data derived from your submissions may be used without restriction;
• c) The Company may use your data to create derivative works, insights, or improvements to the system;
• d) You waive any rights to compensation for such data usage.

8.3. Security Measures: The Company will implement commercially reasonable administrative, technical, and physical security measures to protect data. HOWEVER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• a) No system is completely secure;
• b) The Company does NOT guarantee absolute security of data;
• c) The Company shall NOT be liable for any unauthorized access, data breach, or security incident;
• d) You assume all risk of data security issues.

8.4. Data Protection Compliance: The Company will process personal data in accordance with the Nigeria Data Protection Act 2023 and other applicable laws, as set forth in our Privacy Policy, which is incorporated herein by reference.

9.1. No Warranty of Accuracy: THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING:

• a) The accuracy, completeness, or reliability of any calculations, outputs, or recommendations;
• b) The currentness or applicability of tax laws or regulations reflected in the system;
• c) The suitability of outputs for your specific circumstances;
• d) The consistency of results with official tax authority determinations.

9.2. Known Limitations: YOU EXPRESSLY ACKNOWLEDGE that Dexa AI outputs may:

• a) Contain computational or algorithmic errors;
• b) Misinterpret or misapply data provided;
• c) Omit relevant factors, deductions, exemptions, or considerations;
• d) Be inconsistent with current, amended, or newly enacted tax laws or regulations;
• e) Fail to account for individual circumstances or special situations;
• f) Differ materially from official government tax assessments or determinations.

9.3. Acceptance of Risk: YOU EXPRESSLY ACCEPT that actual tax outcomes, liabilities, refunds, or obligations may differ significantly from Dexa AI outputs, and you assume all risk associated with such differences.

10.1. Indemnity Obligation: YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPLETELY HARMLESS the Company, Vergold Nig Ltd, and all of its:

• a) Officers, directors, shareholders, and employees;
• b) Subsidiaries, parent companies, and affiliated entities;
• c) Contractors, consultants, agents, and representatives;
• d) Successors and assigns;
• e) Licensors and service providers

FROM AND AGAINST ANY AND ALL:

• a) Claims, demands, actions, or causes of action;
• b) Liabilities, losses, damages, or expenses;
• c) Penalties, fines, or sanctions;
• d) Legal fees, costs, and expenses (including reasonable attorneys' fees);
• e) Judgments or settlements

10.2. Scope of Indemnity: This indemnification obligation applies to any claims arising from, relating to, or connected with:

• a) Any errors, omissions, inaccuracies, or defects in outputs generated by Dexa AI;
• b) Your reliance on, or use of, any system outputs, calculations, or recommendations;
• c) Your submission of inaccurate, incomplete, misleading, or false data;
• d) Any breach or alleged breach of these Terms by you;
• e) Your violation of any applicable laws, regulations, or third-party rights;
• f) Any tax penalties, interest, or assessments imposed on you by any tax authority;
• g) Any disputes with tax authorities arising from use of Dexa AI.

10.3. Application: This indemnification obligation applies WHETHER OR NOT:

• a) Any error or loss arose from computational or algorithmic errors by Dexa AI;
• b) The Company was negligent or at fault;
• c) The claim involves third parties;
• d) The issue was foreseeable or preventable.

10.4. Survival: This indemnification obligation shall survive termination of this Agreement and your use of Dexa AI.

11.1. Maximum Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO YOUR USE OF DEXA AI SHALL NOT EXCEED THE GREATER OF:

• a) The total amount paid by you to the Company for use of Dexa AI in the twelve (12) months preceding the claim; OR
• b) One Thousand Nigerian Naira (₦1,000).

11.2. Excluded Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR:

• a) Any indirect, incidental, consequential, special, exemplary, or punitive damages;
• b) Loss of profits, revenue, income, or business opportunities;
• c) Loss of data or information;
• d) Tax penalties, interest, or additional assessments imposed by any authority;
• e) Costs of substitute services or products;
• f) Business interruption or loss of use;
• g) Reputational harm or damage;
• h) Damages arising from reliance on computational outputs;
• i) Any damages whatsoever, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

11.3. Allocation of Risk: YOU ACKNOWLEDGE THAT these limitations of liability reflect a reasonable allocation of risk between you and the Company and form an essential basis of the bargain between the parties. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

11.4. Applicability: These limitations apply EVEN IF:

• a) The Company has been advised of the possibility of such damages;
• b) A remedy fails of its essential purpose;
• c) The damages were foreseeable.

12.1. AS-IS Basis: DEXA AI AND ALL SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND.

12.2. Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• a) Warranties of merchantability;
• b) Warranties of fitness for a particular purpose;
• c) Warranties of title or non-infringement;
• d) Warranties arising from course of dealing or usage of trade;
• e) Warranties of accuracy, reliability, or completeness;
• f) Warranties of uninterrupted or error-free operation;
• g) Warranties that the service will meet your requirements;
• h) Warranties regarding security or freedom from viruses or harmful components.

12.3. No Guarantee: The Company does not warrant or guarantee that:

• a) Dexa AI will operate without interruption or error;
• b) Defects will be corrected;
• c) The service is free from viruses or harmful components;
• d) Outputs will be accurate or reliable;
• e) Results will comply with tax laws or regulations.

13.1. Limited Agreement: This Agreement constitutes the sole and entire agreement between you and the Company regarding Dexa AI and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties.

13.2. No Additional Obligations: The Company owes NO contractual obligations, duties, or responsibilities to you beyond those expressly set forth in these Terms.

13.3. No Implied Obligations: No implied contracts, obligations, or duties shall arise from your use of Dexa AI or any interactions with the Company.

14.1. Company Ownership: All right, title, and interest in and to Dexa AI, including but not limited to all:

• a) Software, source code, object code, and algorithms;
• b) Artificial intelligence models, neural networks, and training data;
• c) User interfaces, designs, and graphics;
• d) Trademarks, service marks, logos, and brand names;
• e) Patents, copyrights, trade secrets, and proprietary information;
• f) Documentation, content, and materials are and shall remain the exclusive property of Vergold Nig Ltd.

14.2. Prohibited Actions: You may NOT, and you agree NOT to:

• a) Copy, reproduce, modify, or create derivative works of any part of Dexa AI;
• b) Reverse engineer, decompile, disassemble, or attempt to derive source code;
• c) Distribute, sublicense, lease, rent, or transfer the system;
• d) Remove, alter, or obscure any proprietary notices;
• e) Use the system to develop competing products or services.

14.3. License Grant: Subject to compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use Dexa AI solely for your personal income tax-related purposes.

15.1. Prohibited Activities: You agree NOT to:

• a) Use Dexa AI for any illegal, fraudulent, or unlawful purpose;
• b) Submit false, fraudulent, or deliberately misleading tax information;
• c) Attempt to hack, compromise, or disrupt the system or its security measures;
• d) Introduce viruses, malware, or harmful code;
• e) Interfere with system operations or other users' access;
• f) Use automated tools, bots, or scripts to access the system;
• g) Attempt to gain unauthorized access to any part of the system;
• h) Violate any applicable laws or regulations;
• i) Impersonate any person or entity;
• j) Use the system in any manner that could damage, disable, or impair it.

15.2. Consequences: Violation of this section constitutes a material breach and may result in immediate termination, legal action, and reporting to relevant authorities.

16.1. Company Rights: The Company reserves the right, in its sole and absolute discretion, to:

• a) Suspend, restrict, or terminate your access to Dexa AI at any time, with or without notice, for any reason or no reason;
• b) Modify, discontinue, or cease providing the Services at any time;
• c) Refuse service to anyone at any time.

16.2. Grounds for Termination: Without limiting the foregoing, the Company may terminate your access for:

• a) Breach or suspected breach of these Terms;
• b) Misuse or abuse of the system;
• c) Unlawful activity or fraudulent conduct;
• d) Non-payment of fees (if applicable);
• e) Maintenance, updates, or technical requirements;
• f) Any reason deemed appropriate by the Company.

16.3. Effect of Termination: Upon termination:

• a) Your right to access and use Dexa AI immediately ceases;
• b) All licenses granted herein are automatically revoked;
• c) Sections 5, 6, 8, 9, 10, 11, 12, 15, 16, 18, 19, and 20 shall survive termination.

16.4. No Liability: The Company shall have no liability to you or any third party for any termination of access or discontinuation of services.

17.1. Right to Modify: The Company reserves the right to modify, amend, update, or revise these Terms at any time, in its sole discretion, without prior notice.

17.2. Notice of Changes: Updated Terms will be posted on the platform with a revised 'Last Updated' date. Material changes may be communicated via email or in-app notification.

17.3. Continued Use Constitutes Acceptance: Your continued access to or use of Dexa AI after any modifications constitutes your binding acceptance of the updated Terms.

17.4. Obligation to Review: You are responsible for regularly reviewing these Terms to stay informed of updates.

17.5. Rejection: If you do not agree to modified Terms, your sole remedy is to discontinue use of Dexa AI immediately.

18.1. Applicable Law: These Terms shall be governed by, construed, and enforced in accordance with the substantive laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.

18.2. Specific Legislation: This Agreement is subject to and shall be interpreted in accordance with:

• a) The Nigerian Data Protection Act, 2023;
• b) The Cybercrimes (Prohibition, Prevention, etc.) Act, 2015;
• c) Companies and Allied Matters Act, 2020;
• d) All applicable federal and state tax laws and regulations;
• e) Any other applicable Nigerian federal or state legislation.

18.3. Exclusive Jurisdiction: YOU HEREBY IRREVOCABLY SUBMIT to the exclusive jurisdiction of the Federal High Court of Nigeria, Lagos Division, or such other Nigerian courts as the Company may elect, for resolution of any disputes arising from or relating to these Terms or your use of Dexa AI.

18.4. Waiver of Objections: You irrevocably waive any objections to venue, jurisdiction, or forum non conveniens in such courts.

18.5. Service of Process: You consent to service of process by any means authorized by Nigerian law.

19.1. Pre-Arbitration Negotiation: Before initiating arbitration or any formal proceedings, the parties agree to first attempt to resolve any dispute, controversy, or claim through good faith negotiation for a period of thirty (30) days from the date written notice of the dispute is provided by one party to the other.

19.2. Mandatory Arbitration: If the dispute cannot be resolved through negotiation within the thirty (30) day period, any dispute, controversy, or claim arising out of or relating to the use of Dexa AI, these Terms, or any services provided by Vergold Nig Ltd, including the interpretation, breach, termination, or validity of this Agreement, shall be resolved exclusively and finally by binding arbitration.

19.3. Arbitration Procedures: The arbitration shall be conducted as follows:

• a) Governing Rules: Arbitration shall be conducted in accordance with the Arbitration and Mediation Act 2023 (Nigeria) or any successor legislation, and administered by a recognized arbitration body such as the Lagos Court of Arbitration (LCA) or the Chartered Institute of Arbitrators (CIArb), Nigeria Branch, unless the parties mutually agree otherwise.
• b) Appointment of Arbitrator: The arbitral tribunal shall consist of one (1) arbitrator, appointed by mutual agreement of the parties. If the parties fail to agree on an arbitrator within fourteen (14) days of a written request for arbitration, the appointing authority shall be the Lagos Court of Arbitration or the Chartered Institute of Arbitrators (CIArb), Nigeria Branch, as selected by the claimant.
• c) Seat and Venue of Arbitration: The seat of arbitration shall be Ibadan, Oyo State, Nigeria, and all hearings shall be conducted in Ibadan, Oyo State unless the parties mutually agree on a different location.
• d) Language: The language of the arbitration shall be English.
• e) Final and Binding Award: The arbitral award shall be final, binding, and enforceable against both parties, and may be entered as a judgment in any court of competent jurisdiction in Nigeria.
• f) Costs: Each party shall bear its own legal costs, while the costs of the arbitration (including arbitrator's fees and administrative expenses) shall be borne equally by the parties, unless the arbitral tribunal directs otherwise in its award.

19.4. Limited Court Jurisdiction: The parties agree that no action shall be brought before any court except for:

• a) Recognition, confirmation, or enforcement of the arbitral award in accordance with the Arbitration and Mediation Act 2023;
• b) Applications for interim or conservatory measures that cannot be adequately obtained through the arbitral tribunal;
• c) Challenges to the arbitral award on the limited grounds specified in the Arbitration and Mediation Act 2023;
• d) Applications relating to the constitution or jurisdiction of the arbitral tribunal.

19.5. Jurisdiction for Enforcement: For purposes of enforcing arbitral awards or seeking interim measures under Section 19.4, the parties irrevocably submit to the jurisdiction of the Federal High Court of Nigeria, Oyo State Division, or such other Nigerian courts as may have competent jurisdiction.

19.6. Waiver of Class Actions: YOU AGREE that any arbitration or court proceeding shall be conducted on an individual basis only and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action or class-wide arbitration.

20.1. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

20.2. Waiver: No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. The Company's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

20.3. Assignment: You may not assign, transfer, or delegate your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign this Agreement without restriction. Any attempted assignment in violation of this provision is void.

20.4. Force Majeure: The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20.5. Entire Agreement: These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and the Company regarding Dexa AI and supersede all prior or contemporaneous communications, agreements, representations, and understandings, whether oral or written.

20.6. No Third-Party Beneficiaries: These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and the Company.

20.7. Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

20.8. Language: These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version shall prevail.

20.9. Notices: All notices to the Company shall be sent to the contact information provided in Section 21. Notices to you may be provided via email, in-app notification, or posting on the platform.

20.10. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

20.11. Electronic Acceptance: Your electronic acceptance, including clicking 'I Accept,' checking an acceptance box, or using the Services, constitutes your legally binding electronic signature and agreement to these Terms with the same force and effect as a written signature.

• Vergold Nig Ltd
• 8, Olayiwola Street, General Gas, Akobo 200134
• Ibadan, Oyo State, Nigeria
• Company Registration Number: RC1437306
• Email: [email protected]
• Phone: +234 708 880 7488

• BY USING DEXA AI, YOU CERTIFY AND ACKNOWLEDGE THAT:
• ✓ You have carefully read these Terms in their entirety;
• ✓ You fully understand all provisions, including all disclaimers, limitations of liability, and indemnification obligations;
• ✓ You have had the opportunity to consult with legal counsel if desired;
• ✓ You voluntarily and knowingly agree to be bound by these Terms;
• ✓ You understand that you are waiving certain legal rights;
• ✓ You accept all risks associated with using Dexa AI;
• ✓ This Agreement is legally binding and enforceable against you.