01This agreement
These terms govern your use of the Vepiom statement integrity service, operated by [registered entity name and RC number] of [registered office address, Lagos, Nigeria] ("Vepiom", "we"). By creating an account, using an API key, or sending us documents for an audit, you ("Customer", "you") agree to them on behalf of your organisation.
If we have signed a separate written agreement with you, that agreement wins wherever the two conflict.
02What the service does, and what it does not do
Vepiom returns evidence and a risk score. It does not make, recommend or approve credit decisions. There is no field in our API response that says whether to lend. Every lending decision, and all responsibility and liability for it, remains entirely yours.
Concretely, the service analyses documents you submit and returns a score, ordered reason codes, supporting evidence, extracted figures and a statement of which checks ran. It is one input into your process. It is not an underwriting system, a credit bureau, a fraud verdict, or advice.
Detection is probabilistic. We do not warrant that the service will identify every manipulated document, and a clean result is not a guarantee that a document is genuine. We publish our measured false-positive and per-class detection rates precisely so that you can set your own thresholds with open eyes.
03Your obligations
You are the data controller for everything you send us. You must:
- Have a lawful basis to collect the documents and to have us process them, and give applicants whatever notice your law requires.
- Keep a human in the loop. You must not decline, cancel or otherwise take adverse action against an applicant solely because of a Vepiom score, without review by a person with authority to overrule it.
- Give applicants a route to challenge a flag. A person refused credit on document grounds must be able to respond.
- Comply with the acceptable use policy, which forms part of these terms.
- Keep your API credentials secret, and tell us promptly if they leak.
- Not submit documents unrelated to your own credit, leasing, rental or onboarding decisions.
Breach of clause 2, 3 or 4 lets us suspend your access. We would rather lose the revenue.
04Fees, metering and payment
- Plans combine a monthly platform fee with an included document allowance. Documents beyond the allowance are billed at the overage rate for your plan.
- A document counts once per successful analysis. Retries with the same idempotency key are not billed twice. Documents we fail to process are not billed.
- Fees are exclusive of VAT and any withholding tax, which are your responsibility.
- Invoices are due 14 days from issue. We may suspend access on material non-payment after written notice and a reasonable chance to fix it.
- We may change prices with 30 days' notice, effective at your next renewal. You may terminate before the increase takes effect.
- Free audits and pilots are free. There is no obligation to buy anything afterwards.
05Availability, and why we fail open
We target 99.5% monthly availability on paid plans, and publish a formal service level commitment only on Enterprise agreements. We will not claim a number we cannot hold.
You must design your integration so that if Vepiom is slow or unavailable, your decisioning continues on whatever process you used before us. We must never be able to block a disbursement. This protects your customers and it protects you.
We may take the service down for maintenance, with notice where we can give it. We may change or retire API behaviour with 90 days' notice for breaking changes, and we version the engine so you can pin a version and test a new one in parallel before adopting it.
06Data, and who owns what
Yours
You own the documents you submit and the results generated from them. We process them only to provide the service, on your instructions, as your processor. Our privacy policy and our data processing agreement describe the detail, including our 72-hour deletion default.
Ours
We own the service: the detection engine, the issuer template library, the reason-code taxonomy, the models, the software and the documentation. Nothing here transfers any of that to you. You get a non-exclusive, non-transferable right to use the API and console during your subscription.
Anonymous derived data
You grant us a licence to generate and retain anonymous derived data from your submissions — one-way document hashes, layout fingerprints, and aggregate statistics — and to use them to operate and improve the service, including in the cross-lender fingerprint network if you opt in. This data cannot identify any person and cannot be used to reconstruct a document. We do not use your documents or their contents to train models.
07Confidentiality
Each side will protect the other's confidential information with at least reasonable care, use it only for this agreement, and not disclose it except to people who need it and are under equivalent duties. This survives termination by three years. It does not cover information that is public, independently developed, or lawfully received from someone else. Disclosure compelled by law is permitted, with notice to the other side where lawfully possible.
We will not name you as a customer publicly without your written agreement.
08Warranties and disclaimers
We warrant that we will provide the service with reasonable skill and care, and in a manner materially consistent with our documentation.
Beyond that, and to the fullest extent the law allows, the service is provided as is. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. In particular we do not warrant that the service will detect all document manipulation, that scores will be accurate in any individual case, that results will be uninterrupted or error free, or that any outcome in your loan book will follow from using it.
09Limitation of liability
Neither side is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or anticipated savings, however caused.
Each side's total aggregate liability under this agreement is capped at the fees you paid or owed in the 12 months before the claim arose.
These caps do not apply to: your obligation to pay fees; either side's liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or anything else that cannot be limited by law.
We are not liable for credit losses on loans you approved, for revenue lost on applicants you declined, or for any consequence of a decision you made. You control the decision, the threshold and the review process. That is why clause 2 exists.
10Indemnities
You will indemnify us against third-party claims arising from your lack of a lawful basis to submit a document, your breach of the acceptable use policy, or a decision you made about a person using our output.
We will indemnify you against third-party claims that the service as provided by us infringes their intellectual property, provided you tell us promptly, let us control the defence, and cooperate. We may modify the service or terminate and refund unused fees to resolve such a claim.
11Term, suspension and termination
- Subscriptions run month to month unless your order says otherwise, and renew automatically.
- Either side may terminate for convenience with 30 days' written notice, effective at the end of the current period. Fees already paid are not refunded except where we terminate without cause.
- Either side may terminate immediately for material breach not cured within 15 days of notice.
- We may suspend access immediately, without the cure period, for a breach of the acceptable use policy that risks harm to applicants, or for a security threat to the service.
- On termination your access ends, and we delete your data on our normal schedule. You can request an export of your results before termination takes effect. If you opted into the fingerprint network, your contributed fingerprints are removed from the pool.
12General
- Governing law. The laws of the Federal Republic of Nigeria, with the courts of Lagos State having exclusive jurisdiction, unless a signed agreement says otherwise.
- Changes. We may update these terms with 30 days' notice by email or in-product. Continuing to use the service after that means you accept them. If you object, terminate before they take effect.
- Assignment. Neither side may assign without the other's consent, except to a successor of substantially the whole business.
- Force majeure. Neither side is liable for delay caused by events genuinely beyond its reasonable control.
- Entire agreement, severability, no waiver. These terms plus your order form and the incorporated policies are the whole agreement. If a clause is unenforceable the rest survives. Not enforcing a right once does not waive it.
- Notices. To us at info@vepiom.com; to you at the email on your account.