Parties and documents
These terms are a contract between:
- Clear Path Digital Consulting Limited, a company incorporated in Nigeria with its office in Lagos ("ClearPath Digital", "we", "us"); and
- the organisation named in the application or order form, which may be a residents' association or an estate management company ("you", the "Customer").
The person who accepts these terms on your behalf confirms that your organisation has authorised them to do so, for example by an EXCO or AGM resolution, a letter of authority or a board resolution.
These terms work together with:
- the Data Processing Terms, which cover the personal data you put into the platform;
- the Acceptable Use Policy;
- the Privacy Notice, which explains how we handle personal data for our own purposes; and
- any order form or plan confirmation that states your plan, estates, fees and billing period.
If documents conflict, this order applies: the order form, then the Data Processing Terms (for personal data), then these terms, then the Acceptable Use Policy.
1. What MyTribeERP is
1.1 MyTribeERP is an online platform for running residential estates: registry, billing and payment records, accounting, operations, security, governance and reporting. The modules available to you depend on your plan.
1.2 One customer account can run several estates. Each estate's records, money and access are kept separate.
1.3 We provide the platform as a shared online service. We may improve it, change how features look or work, and add or retire features. We will not remove a core feature of your plan during a paid term without at least 90 days' notice, unless the law or a security risk requires it.
2. The platform records; it does not rule
2.1 MyTribeERP is a record-keeping and administration tool. It helps you record decisions, charges, payments and votes. It does not decide whether anything is legally valid. In particular, it does not decide whether:
- a levy, service charge or penalty is lawful or enforceable;
- a meeting was properly called or quorate;
- a vote, election or resolution is valid under your constitution or the law; or
- an officer was properly appointed.
Those questions are for your organisation, your members and your own advisers.
2.2 Accounting and tax outputs are drafts until your own accountant confirms them. The platform can produce ledgers, financial statements and tax-related figures. Statutory statements are marked as drafts, and tax codes are switched off by default. Your organisation is responsible for having a qualified accountant or adviser review and approve any statement, return or filing before you rely on it or submit it.
2.3 The rules you configure (charges, approval limits, quorum, voting rules and similar) are your rules. We keep a history of each version, but we do not check that they match your constitution or the law.
3. We never hold your money
3.1 MyTribeERP does not receive, hold or pay out your organisation's funds. Payments made through the platform are processed by the payment providers you choose and connect for each estate, and settle directly into accounts your organisation controls.
3.2 Your contract with a payment provider is between you and that provider. Their fees, settlement times and terms are theirs. We are not responsible for a payment provider's failure, delay or decision, but we will help you investigate payment records in the platform.
3.3 Cash, POS and bank transfer payments can be recorded manually. You are responsible for the accuracy of what your users record.
4. Your account and users
4.1 You must give us accurate information about your organisation and keep it up to date, including your legal name, address, Corporate Affairs Commission registration where you have one, and the people authorised to act for you.
4.2 You decide who gets access to your estates and with what role. You must:
- give each person their own account; accounts must not be shared;
- give people only the access they need;
- remove access promptly when someone leaves a role, for example at an EXCO handover; and
- tell us promptly at hello@mytribeerp.com if you suspect an account has been misused.
4.3 Users sign in with an email address and password, or a passkey. A second sign-in step (an authenticator app or an SMS code) is optional. We strongly recommend that officers and anyone with finance or administrator access turn it on. If you choose not to require it, you accept the higher risk of account takeover that comes with that choice.
4.4 You are responsible for what happens under your users' accounts, unless it happens because we breached these terms.
5. Your data
5.1 Your data stays yours. "Customer Data" means the records, files and personal data that you and your users put into the platform for your estates. You (or the association you act for) own it. We get no ownership rights in it.
5.2 You give us permission to store, process, copy and transmit Customer Data only as needed to provide, secure and support the service, and as the Data Processing Terms allow.
5.3 Where a management company operates an estate on behalf of an association, the governance and financial records of that estate belong to the association. The management company must make sure it has the association's authority to use the platform for that estate.
5.4 You are responsible for:
- the accuracy of the data you enter or import;
- having a lawful basis to put residents' and others' personal data into the platform, and telling them about it (see the Data Processing Terms); and
- the decisions you make using the platform.
5.5 We keep each customer's data separate from every other customer's. Our staff do not access your data except:
- through a support session that is time-limited, has a stated purpose, and is approved by your administrator (or, in a declared emergency, by a second senior member of our staff, with you told promptly). Every action in a support session is recorded and visible to your administrator; or
- where the law requires it, as described in the Data Processing Terms.
5.6 We may use information about how the platform is used (for example, which features are used and error rates) to run and improve the service. This does not include the content of your records, and we will not sell it or use it to identify your residents.
5.7 We keep a tamper-protected audit trail of privileged actions, such as access changes, approvals, financial postings, exports and support sessions. Nobody, including our staff, can edit or delete audit records through the application.
5.8 Posted financial entries cannot be edited or deleted. Mistakes are corrected by reversal or reallocation, so the history stays visible. You agree that this is how the platform works.
6. Security
6.1 We take appropriate technical and organisational measures to protect Customer Data, as described in the Data Processing Terms.
6.2 We do not put passwords, secrets or personal data in web addresses or in our logs, and we do not send sensitive bank account details by SMS.
6.3 If we become aware of a personal data breach affecting your data, we will tell you as set out in the Data Processing Terms.
7. Hosting and service providers
7.1 The platform is hosted on Google Cloud in the africa-south1 region (Johannesburg, South Africa), so Customer Data is stored outside Nigeria. The Data Processing Terms explain the safeguards for this transfer.
7.2 We use Infobip to deliver email and SMS messages. The current list of our sub-processors is in the Data Processing Terms.
8. Support and availability
8.1 Support is available through the in-app help desk and by email at hello@mytribeerp.com, Monday to Friday 08:00 to 18:00 and Saturday 09:00 to 13:00 West Africa Time, except Nigerian public holidays. Severe incidents, such as the platform being down or a suspected exposure of data between customers, are handled at any time.
8.2 We aim to keep the platform available and to recover quickly from failures. We do not currently promise a service level or availability percentage, and our internal targets are not contractual. Any agreed service level will be set out in your order form or a separate service level schedule.
8.3 We give at least 72 hours' notice of planned maintenance that takes the platform offline, through an in-app banner or status page. Urgent security fixes may need shorter notice.
9. Fees and payment
9.1 You pay the fees for your plan as stated in your order form or plan confirmation. Fees are in Nigerian naira.
9.2 Fees are billed annually or quarterly in advance, as stated in the order form. Invoices are due within 30 days of the invoice date unless the order form says otherwise.
9.3 Fees exclude VAT and other taxes, which are added where the law requires. Where the law requires you to withhold tax, you will give us the receipt for the amount withheld.
9.4 Fees for a plan may change from your next renewal. We will give you at least 60 days' notice before a new price applies to you. A change during a term needs your consent.
9.5 Exporting your data is never charged for and is available on every plan.
9.6 If an invoice is still unpaid 30 days after its due date, we may suspend the service after giving you at least 14 days' further written notice. While suspended:
- your users can still sign in to a read-only notice and request a data export;
- we do not delete any Customer Data because of non-payment during suspension; and
- we restore access promptly once the overdue amount is paid.
10. Term, renewal and ending the subscription
10.1 Your subscription starts on the date we approve your application (or the date in your order form) and runs for the term in your order form: 12 months for annual billing or 3 months for quarterly billing.
10.2 It renews automatically for the same length of term unless either of us gives notice of non-renewal at least 30 days before the end of the current term.
10.3 Either of us may end the subscription by written notice if the other:
- materially breaches these terms and does not fix the breach within 30 days of being told about it; or
- becomes insolvent, enters liquidation, or stops operating.
10.4 We may suspend or end access immediately if needed to stop a serious security threat, a breach of the Acceptable Use Policy that is causing harm, or unlawful activity. We will tell you why, unless the law prevents us.
10.5 When the subscription ends:
- your administrators keep read-only access to request and download a full export of your Customer Data for 30 days;
- the export covers all your estates' records and audit trail, in CSV and JSON plus your original files. Payment provider credentials and other secrets are never exported;
- after that window, we delete Customer Data within 90 days, except records we must keep by law or for our own legal defence, which we keep only for the periods in our retention schedule and then delete; and
- deleted data may remain in encrypted backups until those backups expire (currently about 7 days), after which it is gone.
10.6 Sections 2, 3, 5.1, 9 (for fees already due), 10.5, 11, 12, 13 and 15 survive the end of the subscription.
11. Confidentiality
11.1 Each of us will keep the other's confidential information confidential and use it only for this contract. Customer Data is your confidential information. Our non-public product, security and pricing information is ours.
11.2 This does not apply to information that is public through no fault of the receiving party, was already lawfully known, or must be disclosed by law or a court. Where the law requires disclosure of your information, we will tell you first if we lawfully can.
12. Liability
12.1 Nothing in these terms limits liability for fraud, wilful misconduct, or anything that cannot be limited under Nigerian law.
12.2 Neither of us is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill.
12.3 We are not liable for:
- decisions your organisation makes, or the legal validity of any levy, vote, resolution or appointment recorded in the platform;
- financial statements, tax figures or filings you rely on without your own accountant's review;
- the acts or failures of payment providers, banks, mobile networks or email providers outside our control; or
- loss caused by your users sharing passwords or not removing access.
12.4 Subject to 12.1, each party's total liability under these terms in any 12-month period is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.
13. Indemnities
13.1 You will indemnify us against third-party claims arising from Customer Data you had no right to upload, or from your use of the platform in breach of the law or the Acceptable Use Policy.
13.2 We will indemnify you against third-party claims that the platform, used as permitted, infringes their intellectual property rights.
13.3 The party seeking an indemnity must tell the other promptly about the claim, let it control the defence and settlement, and give reasonable help at its cost.
14. Intellectual property
14.1 We own the platform, its software, design and documentation. You get a non-exclusive, non-transferable right for your users to use it during your subscription for your estates.
14.2 You own Customer Data (section 5). If you send us suggestions, we may use them freely.
15. General
15.1 Changes to these terms. We may update these terms. We will publish each new version and give you at least 30 days' notice of material changes. If you do not agree, you may end the subscription before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period.
15.2 Acceptance. You accept these terms by clicking to accept them, by version, with the typed name of your authorised representative, or by signing an order form that refers to them. We keep a record of who accepted which version and when.
15.3 Force majeure. Neither of us is liable for delay caused by events beyond reasonable control, such as major power or network failures, natural disasters or civil unrest, if we take reasonable steps to limit the effect.
15.4 Assignment. You may not transfer this contract without our consent, which we will not refuse unreasonably. We may transfer it to a successor to our business, with notice to you.
15.5 Notices. We send notices to the email address of your account administrator. You send notices to hello@mytribeerp.com.
15.6 Entire agreement. These terms and the documents listed at the top are the whole agreement between us about the platform.
15.7 Governing law and disputes. These terms are governed by the laws of the Federal Republic of Nigeria. We will first try to settle any dispute by good-faith discussion between senior representatives for 30 days. If that fails, either of us may refer the dispute to the courts of Lagos State, which will have exclusive jurisdiction.