DRAFT — to be reviewed by counsel in Nigeria (NDPA 2023) and Cameroon (Law 2024/017) before the first customer's books are held.
Nothing on this page is in force yet. Words in square brackets are placeholders to be filled in and confirmed.
These terms are between [Ngumba — legal entity, registration number and address, to confirm] ("we") and the person who starts an office, for themselves or for the business they act for ("you"). Starting an office means you accept them.
1 · What Ngumba Desk is
Ngumba Desk ("the Desk") is the phone's business centre on a desk, for a team: invoices and quotes with your own paper, money received, customers, stock across branches, statements, and a team with roles. It runs at app.ngumba.com.
The phone app is separate, free for ever, and needs no account. Nothing here changes it.
2 · Starting, and the trial
- You start an office with an email, a password, your name, the business's name and where it trades. No card is asked, and no email is sent. Keep your password and your recovery codes to yourself: whoever has them can open your books.
- The first 30 days are free. The trial is written into your billing history like any payment, so you can see when it ends.
- One trial for each email.
3 · What it costs
- One price for each business, per month: [NGN — / XAF — / GHS — / KES —, to set].
- Your team is free. Your accountant is free. You never pay for adding a person.
- Today you pay by bank transfer or mobile money, with the reference we give you, and we record it by hand. Card and online payment come later, through [payment provider — to choose].
- A payment covers whole months. Paying early adds to the time you have; paying after a gap starts from the day you pay.
- Prices change only with [30] days' notice on your desk (and by email, if email is switched on), and never during a month you have paid for.
- Refunds: [policy — to set].
4 · If a payment is late
Seven days after your paid time runs out, the Desk pauses. Paused means read-only, never locked out:
- Everything still opens, prints and exports. You can take everything out.
- Your team can still sign in and read. Recipients can still open the papers you shared and say they have paid.
- What stops: issuing new papers, adding people, opening new businesses, bringing books in.
Pay, and it carries on where it stopped. Nothing is deleted because a payment is late.
5 · Your books are yours
- What you put in the Desk — your books, your customers' details, your paper — stays yours. We use it only to run the Desk for you.
- You can take all of it out, any time, as the same backup zip the phone restores. This works whether or not you are paid up.
- Inside the Desk nothing is deleted, only voided, and the void shows. This is how your books stay trustworthy to you, your accountant and the people you bill.
- When you close your account, we delete your books as the privacy page describes, after asking you to take them out.
6 · Processing your customers' details
This section is the data processing agreement between you and us.
- Roles. For the personal details of the people you bill and the people on your team, you are the controller and we are the processor.
- Instructions. We process them only to provide the Desk as you use it: to keep, search, add up, draw and send your papers; to show your team what their role allows; to back them up. Never for our own purposes, never to sell or advertise.
- People. Our staff who may open your books are bound to keep them confidential. Each time one does, it is written into your audit, where you can see it.
- Keeping it safe. Each business's books are encrypted at rest under a key of its own; nightly copies are encrypted to a key held offline; traffic is encrypted in transit. The privacy page says exactly what is and is not encrypted.
- Sub-processors. Those listed on the privacy page. We tell account owners [30] days before adding one, and you may object; if we cannot meet the objection, you may leave and take everything with you.
- Where. [Region — to confirm]. If your details are kept outside your country, we rely on [the transfer basis — to confirm with counsel].
- Breaches. We tell you without undue delay, and the regulator within 72 hours of finding out.
- Helping you. We help you answer requests from the people whose details you hold, and with any assessment the law asks of you.
- At the end. On closing, we delete your books as set out on the privacy page, after you have had the chance to take them out.
- Checking. You may ask what we do to keep to this section, and we will answer in writing.
7 · Using it fairly
Do not use the Desk to:
- issue papers you know to be false, or to deceive the people you bill;
- hold other people's details you have no right to hold;
- break the law of the place you trade, including tax law;
- try to reach books that are not yours, overload the Desk, or get round its limits.
We may pause an office that does, after telling you why, except where telling you would break the law or put someone at risk.
8 · What we promise, and what we do not
- We keep the Desk running and your books backed up every night, and we work to restore service quickly when it fails. We do not promise it will never fail.
- The Desk adds up your invoices and stock with the same arithmetic as the phone. You remain responsible for what your papers say, for the tax you charge and declare, and for checking what you send.
- [Liability cap — to set with counsel: e.g. what you paid us in the twelve months before the claim]. Nothing here limits what the law does not allow to be limited.
9 · Ending
- You may stop any time. Take everything out first.
- We may end the Desk for an account that breaks section 7, or if we stop running the Desk; in the second case with [90] days' notice, and the Desk stays open to read and take out until the end.
10 · Changes and law
- When these terms change, the owner of every office is told on their desk (and by email, if email is switched on) [30] days before.
- These terms are governed by [the law of — to confirm]; disputes go to [courts or arbitration — to confirm].
Contact
Last changed: [date].