Terms & Conditions

1. Introduction

These Terms & Conditions (“Terms”) govern your access to and use of ComplyCore, including our website, developer tools, software extensions, dashboards, integrations, APIs, reports, and related services (collectively, the “Services”).

ComplyCore is operated by Lexia Technologies Limited, a company registered in Nigeria, with its registered address at 78, Bode Thomas Street, Surulere, Lagos State (“ComplyCore,” “we,” “us,” or “our”).

By accessing our website, creating an account, installing our software, or using any of our Services, you agree to these Terms. If you do not agree, you must not use the Services.

If you use ComplyCore on behalf of a company or other organisation, you confirm that you are authorised to accept these Terms on its behalf. In that case, “you” includes that organisation.

2. About ComplyCore

ComplyCore is a compliance engineering platform designed to help software development teams identify potential data protection and regulatory compliance risks during software development.

Depending on your subscription and enabled features, the Services may include:

• Developer tools and integrated development environment (IDE) extensions.
• Source-code, repository, configuration, and infrastructure analysis.
• Compliance rules, alerts, findings, and remediation recommendations.
• Reports, dashboards, evidence records, and activity histories.
• Integrations with code repositories, development pipelines, and third-party services.
• Artificial intelligence-assisted explanations and recommendations.

We may add, modify, suspend, or discontinue features as the Services evolve, subject to applicable law and any specific contractual commitments made to you.

3. Eligibility and Accounts

You must have the legal capacity to enter into a binding agreement to use the Services. If you are below the age of legal majority in your jurisdiction, you may use the Services only where permitted by applicable law and with any required authorisation.

You agree to:

• Provide accurate and up-to-date account information.
• Keep your login credentials and authentication methods secure.
• Notify us promptly if you suspect unauthorised access to your account.
• Ensure that individuals accessing your organisation’s workspace are appropriately authorised.
• Accept responsibility for activities carried out through your account, except where caused by our breach of applicable law or obligations.

We may suspend or restrict access where reasonably necessary to protect the Services, users, or third parties, investigate suspected abuse, or comply with legal obligations.

4. Subscriptions, Fees, and Payments

Some features may be available without charge, while others require a paid subscription or separate agreement.

Before you purchase a paid plan, we will communicate the applicable price, billing period, included features, usage limits, and any relevant taxes or additional charges.

Unless otherwise stated at purchase:

• Subscription fees are payable in advance for the selected billing period.
• Subscriptions renew automatically only where this is disclosed and agreed to during purchase.
• You are responsible for cancelling a subscription before its renewal date if you do not wish to renew.
• We may use third-party payment processors to process transactions.
• Applicable taxes, duties, and transaction fees may be added where required.

We may change subscription prices prospectively. Where required by law or the terms of your subscription, we will provide advance notice before a price change takes effect.

Except where required by law or expressly stated in a written agreement, payments are non-refundable for the portion of a subscription already provided. This does not limit any mandatory consumer rights that apply to you.

Enterprise plans, negotiated subscriptions, implementation services, and other bespoke arrangements may be governed by a separate written agreement. If that agreement conflicts with these Terms, the separate agreement will control to the extent of the conflict.

5. Permitted Use

You may use ComplyCore only for lawful purposes and in accordance with these Terms.

You agree not to:

• Use the Services to violate applicable laws, regulations, contractual duties, or third-party rights.
• Upload, scan, or analyse code or repositories without appropriate authorisation.
• Attempt to gain unauthorised access to our systems, accounts, infrastructure, or data.
• Interfere with the security, availability, or operation of the Services.
• Introduce malware, malicious code, or harmful content.
• Reverse engineer, decompile, or attempt to extract source code from the Services except to the extent that applicable law expressly permits this restriction to be overridden.
• Circumvent subscription limits, access controls, security mechanisms, or usage restrictions.
• Use automated means to abuse the Services or place unreasonable demands on our infrastructure.
• Resell, sublicense, or commercially exploit the Services without our written permission.
• Misrepresent ComplyCore findings, reports, or outputs as official regulatory certification or endorsement.

We may investigate suspected violations and take proportionate action, including restricting access, suspending accounts, or terminating use of the Services.

6. Your Code, Data, and Content

You retain ownership of the source code, repositories, documents, configurations, and other materials that you submit to or process through ComplyCore (“Customer Content”), subject to any rights held by third parties.

You grant us a limited, non-exclusive right to host, process, transmit, analyse, and otherwise use Customer Content only as reasonably necessary to provide, secure, maintain, and support the Services, comply with legal obligations, and carry out any additional purpose you expressly authorise.

You represent that you have the rights and permissions required to submit Customer Content for processing through ComplyCore.

You are responsible for ensuring that your use of the Services is consistent with your confidentiality obligations, intellectual property rights, data protection responsibilities, and other contractual commitments.

Sensitive or confidential information: Do not submit production secrets, passwords, private keys, access tokens, personal data, or confidential third-party information unless the relevant feature is designed to process that information and you have taken appropriate precautions and obtained all required permissions.

Where code or other content is transmitted to ComplyCore’s servers or a third-party service for analysis, the applicable processing arrangements will be described in the relevant product documentation, Privacy Policy, or separate agreement.

7. Compliance Findings and Limitations

ComplyCore is a technical compliance-support tool. Its findings, alerts, risk classifications, explanations, reports, and recommendations are intended to assist your team in identifying and addressing potential compliance gaps.

They are not legal advice, a formal legal opinion, an official regulatory determination, or a guarantee of compliance with any law, regulation, standard, or contractual requirement.

You acknowledge that:

• Automated analysis may produce false positives, false negatives, incomplete results, or outdated recommendations.
• Some risks may depend on operational practices, contracts, organisational policies, or facts that cannot be determined from code alone.
• Laws, regulations, technical standards, and regulatory interpretations may change.
• A successful scan does not establish that your software, organisation, or processing activities comply with all applicable requirements.
• You remain responsible for assessing findings, implementing appropriate controls, and obtaining legal or specialist advice where necessary.

You should not rely on ComplyCore as your sole basis for making legal, regulatory, security, or business-critical decisions.

8. Third-Party Services and Integrations

The Services may integrate with third-party platforms, including code repositories, cloud providers, development tools, identity providers, analytics services, and payment processors.

Your use of those services may be subject to their own terms and privacy policies. We are not responsible for third-party services that we do not control.

You authorise ComplyCore to interact with third-party services to the extent necessary to provide integrations you enable. You are responsible for reviewing requested permissions and ensuring that you have authority to connect the relevant accounts or repositories.

Third-party integrations may become unavailable or change without our control.

9. Intellectual Property

ComplyCore and its licensors retain all rights, title, and interest in the Services, including the software, platform architecture, interfaces, branding, documentation, compliance rules, and other proprietary materials, except for Customer Content and third-party materials.

Subject to these Terms and your applicable subscription, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose during the applicable subscription period.

You must not use our name, logos, or trademarks in a way that suggests endorsement, partnership, or certification without our prior written permission.

If you provide suggestions, feedback, or feature requests, we may use them to improve our Services without compensation to you, provided we do not thereby acquire ownership of your confidential information or Customer Content.

10. Confidentiality

Each party may receive confidential information from the other. The receiving party agrees to use reasonable care to protect confidential information and to use it only for the purposes of the relationship between the parties.

Confidential information does not include information that is publicly available without breach, already lawfully known to the receiving party, independently developed without use of the confidential information, or lawfully received from another source without a duty of confidentiality.

A party may disclose confidential information where legally required, provided it gives prior notice where legally permitted and reasonably practicable.

Enterprise customers may have additional confidentiality protections under a separate agreement.

11. Privacy and Data Protection

Our collection and use of personal data are described in our Privacy Policy, which forms part of these Terms.

Each party must comply with the data protection obligations applicable to its role and activities. Where ComplyCore processes personal data on behalf of a customer, the parties may need to enter into a separate data processing agreement.

You must not use ComplyCore to process personal data unlawfully or beyond the permissions and instructions applicable to you.

12. Availability, Maintenance, and Changes

We aim to maintain a reliable service but do not guarantee uninterrupted or error-free availability.

The Services may occasionally be unavailable due to maintenance, upgrades, security incidents, third-party failures, network issues, or events outside our reasonable control.

We may modify or discontinue features where reasonably necessary. If a material change substantially affects a paid service, we will provide notice where required by law or your applicable agreement.

13. Disclaimers

To the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis.

We do not warrant that:

• The Services will identify every compliance or security issue.
• All findings will be accurate, complete, or suitable for your particular circumstances.
• The Services will satisfy every legal or regulatory requirement applicable to you.
• The Services will operate without interruption or be compatible with every environment or integration.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

14. Limitation of Liability

To the maximum extent permitted by applicable law, ComplyCore will not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses, or for loss of profits, revenue, business opportunities, goodwill, or anticipated savings arising from your use of the Services.

To the maximum extent permitted by law, ComplyCore’s aggregate liability arising out of or relating to the Services will be limited to the fees you paid to ComplyCore for the Services during the twelve (12) months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded. Nothing in this section overrides any mandatory rights or remedies available under applicable law.

For enterprise customers, liability limits may be set out in a separate written agreement.

15. Indemnity

To the extent permitted by applicable law, you agree to indemnify and hold ComplyCore harmless from third-party claims, losses, and reasonable expenses arising directly from your unlawful use of the Services, your unauthorised submission of third-party materials, or your material breach of these Terms.

This obligation does not apply to the extent a claim results from ComplyCore’s own breach, negligence, wilful misconduct, or other conduct for which liability cannot lawfully be excluded.

16. Suspension and Termination

You may stop using the Services at any time. If you have a paid subscription, cancellation and any remaining access will be governed by the subscription terms presented at purchase.

We may suspend or terminate access where you materially breach these Terms, fail to pay applicable fees, create a material security risk, misuse the Services, or where suspension is necessary to comply with law.

Where reasonably practicable, we will provide notice and an opportunity to remedy a breach before terminating access, unless immediate action is necessary.

Upon termination, your right to use the Services ends. Data export, deletion, and retention will be handled in accordance with our Privacy Policy, applicable product features, and any separate agreement.

Sections that by their nature should survive termination will remain in effect, including provisions on intellectual property, confidentiality, disclaimers, liability, indemnity, and dispute resolution.

17. Changes to These Terms

We may update these Terms from time to time. The revised version will be published on our website with an updated “Last Updated” date.

Where a change materially affects your rights or obligations, we will provide notice where required by law or reasonably appropriate. Your continued use of the Services after the effective date of revised Terms constitutes acceptance where permitted by law. If you do not agree, you must stop using the affected Services.

18. Governing Law and Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, except to the extent mandatory laws in your jurisdiction require otherwise.

The parties will first attempt to resolve disputes through good-faith discussions. If a dispute cannot be resolved informally, it may be referred to the courts of competent jurisdiction in Nigeria, subject to any mandatory legal rights or a separate written agreement.

19. General Provisions

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

Our failure to enforce a provision does not waive our right to enforce it later.

You may not transfer your rights or obligations under these Terms without our written consent, except where permitted by law. We may transfer our rights and obligations as part of a merger, restructuring, or sale of the relevant business, subject to applicable law.

These Terms, together with any applicable order form, data processing agreement, or enterprise agreement, constitute the agreement governing your use of the Services.

20. Contact Us

For questions about these Terms, contact:

Lexia Technologies Limited
Email: contact@getcomplycore.com

Website: https://getcomplycore.com/