1. Corporate Entity & Parties
This Master Software-as-a-Service Agreement ("Agreement") is executed between Demandra Technologies Ltd, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria with Corporate Affairs Commission registration number RC 1928410 ("Demandra", "we", or "us"), and the subscribing commercial retail entity ("Customer" or "Subscriber").
Registered Headquarters: Plot 8, Admiralty Way, Lekki Phase 1, Lagos, Nigeria. Electronic Contact: legal@demandra.ai.
2. Service Scope & Platform Access
Demandra grants Subscriber a non-exclusive, non-transferable, commercial license during the subscription term to connect physical store POS terminals, access the cloud prediction portal, receive automated reorder recommendations, and execute inter-store inventory balancing routines.
Subscriber agrees to maintain secure credentials for Microsoft Entra ID or workspace email accounts. Subscriber retains sole administrative control over employee role delegations across store locations.
3. Retail Data Custody & IP Protection
Customer Ownership: Subscriber retains 100% exclusive proprietary ownership over all historical checkout transactions, SKU prices, barcode logs, vendor catalogs, and store performance reports ingested into Demandra.
No Data Aggregation or Competitive Bleed: Demandra covenants never to aggregate, sell, license, or blend Subscriber's retail telemetry with third-party datasets or competing retailers.
4. Service Level Agreement (SLA) & Uptime
Demandra warrants 99.9% monthly service availability for our cloud API endpoints and real-time inference clusters, calculated on a calendar month basis excluding scheduled maintenance windows announced at least 72 hours in advance.
- < 99.9% but ≥ 99.0%: 10% service credit applied to subsequent invoice.
- < 99.0% but ≥ 95.0%: 25% service credit applied to subsequent invoice.
- < 95.0%: 50% service credit applied to subsequent invoice.
5. Subscription Fees, Invoicing & Currencies
Subscriptions are billed strictly based on the count of active physical retail doors provisioned on the platform. All plans are invoiced annually in advance.
For corporate entities domiciled in Nigeria, payments may be remitted in Nigerian Naira (NGN) via corporate electronic transfer or direct debit, calculated at the official Central Bank of Nigeria exchange rate on the date of quotation.
6. Governing Law & Dispute Resolution
This Agreement shall be construed and governed in all respects in accordance with the laws of the Federal Republic of Nigeria.
Any commercial controversy or dispute arising out of this Agreement that cannot be amicably settled within thirty (30) business days shall be referred to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023.