THE OHRES MASTER TERMS OF USE AND DIGITAL INFRASTRUCTURE SERVICE AGREEMENT
IMPORTANT LEGAL NOTICE: PLEASE READ CAREFULLY. THIS DISCRETIONARY REVISION SEPARATES THE IP OWNER, THE ON-PREMISE CANADIAN HOLDING ENTITY, AND THE LOCAL OPERATING SUB- ENTITIES TO PROTECT THE MASTER CORPORATE VEIL FROM OPERATIONAL FREIGHT AND CUSTOMS LIABILITY WITHIN THE NIGERIAN JURISDICTION AND ACROSS THE AfCFTA COMPLIANCE REGIONS.
1. THE CONTRACTUAL RELATIONSHIP & CORPORATE SEPARATION
These Master Terms of Use ("Terms") constitute a legally binding agreement between the corporate user, commercial entity, shipping line, customs broker, freight forwarder, or enterprise subscriber accessing our platform ("User", "You", or "Your") and the specific contracting entities operating under the global brand ecosystem of THE OHRES.
To maintain strict corporate ring-fencing, your operations are governed under a two-tier corporate firewall:
A. INTELLECTUAL PROPERTY & DEPLOYMENT LAYER
All proprietary source code, Electronic Data Interchange (EDI) infrastructure schemas, Value-Added Network (VAN) routing matrixes, and SaaS structural assets are exclusively owned by an IP holding entity and licensed exclusively to THE OHRES. OHRES INC. is the corporate body and its designated offshore IP management custodians.
B. REGIONAL OPERATIONAL LAYER
All local transaction execution, Paystack gateway settlement, local customer service, and technical onboarding inside the Federal Republic of Nigeria are handled exclusively by THE OHRES LTD (RC 9626254) ("Operating Subsidiary").
By accessing the domain (theohres.com), the regional portals (oh-res.com.ng), or by directly pushing data via THE OHRES API endpoints, you explicitly acknowledge that the Canadian Parent Holding Entity holds zero direct operational liability for local freight delays, customs seizures, or regional banking issues incurred on the ground by the Operating Subsidiary.
2. DEFINITIONS
"The Platform" means the unified technical cloud architecture, codebases, dashboard, and network connections accessible via theohres.com and oh-res.com.ng.
"Services" includes all headless API integrations, JSON-to-EDI translation pipelines, AS4 messaging profiles, e-Customs filing automation, and 5PL logistics orchestration arrays.
"EDI Data" refers to commercial messages formatted under UN/EDIFACT, ANSI X12, XML, or custom API JSON schemas relating to cross-border maritime, land, or air transit.
"Trading Partner" means any external ocean carrier (e.g., Maersk, MSC, DHL), port authority, terminal operator, or government customs board to which data is routed.
3. THE "IT / SOFTWARE LICENSE" CLASSIFICATION & ACCEPTABLE USE
THE OHRES acts strictly as an Information Technology (IT) Software Infrastructure Provider. The platform is registered under the National Office for Technology Acquisition and Promotion (NOTAP) guidelines as a Master Software Licensing and digital execution platform.
The platform does not act as a traditional human-led consultancy or advisory firm. Users are granted a limited, revocable, non-exclusive, non-transferable business enterprise license to run high-volume data integrations. You explicitly agree that you shall not:
- Reverse-engineer, decompile, or attempt to extract the core THE OHRES EDI translation schemas
- Inject non-compliant, unverified, or structurally broken custom file specs designed to bypass automated validation scripts
- Use the infrastructure to move illicit cargo data, falsify commercial customs invoices, or evade sovereign cross-border tariffs
4. EDI DATA INTEGRITY, PARSING, AND CUSTOMS ABSOLUTION
Because THE OHRES utilizes high-speed automated processing pipelines, the user maintains 100% legal and operational responsibility for the accurate compilation of data pushed through our network.
Zero Human Discretion
The translation from API JSON payloads to X12 or EDIFACT messages (e.g., EDI 850, 810, 304, 214) is completely algorithmic. THE OHRES does not review, verify, or audit the underlying commercial accuracy of your shipping values, item codes, or weight declarations.
Customs Absolute Indemnity
THE OHRES is completely indemnified and held harmless against any fines, cargo seizures, demurrage fees, port delays, or structural audits initiated by the Nigeria Customs Service (NCS) or any regional customs authority within the AfCFTA zone resulting from malformed data transmissions, inaccurate HTS codes, or mismatched manifest filings.
5. FINANCIAL TRANSFER PATHWAYS & GATEWAY REGULATIONS
Currency & Settlement: All local operational fees inside Nigeria are processed through approved payment gateways (Paystack) or direct local commercial bank transfers.
Cross-Border Settlement: International SaaS enterprise invoicing and software access tiers are cleared through our sovereign onshore corporate channels (Loop Bank / Mercury Bank).
Stripe & PAPSS Integration: For international clients, we support Stripe for card payments and PAPSS (Pan-African Payment and Settlement System) for intra-African cross-border transactions.
Anti-Money Laundering (AML) Compliance:In absolute compliance with Central Bank of Nigeria (CBN) regulations, EFCC guidelines, and global FINTRAC mandates, THE OHRES reserves the right to instantly freeze or terminate any account showing high-risk transactional velocity, unverified corporate beneficiaries, or matching data elements linked to internationally sanctioned maritime hulls.
6. INTELLECTUAL PROPERTY VAULT ISOLATION
The entire digital trade infrastructure, including the THE OHRES platform, all custom EDI maps, database configurations, microservice layouts, cryptography protocols, and brand assets, remains the exclusive property of our international IP layer.
No ownership transfer occurs through your use of the platform. Any attempt by an operational creditor, regional vendor, or local litigation claimant to seize assets or issue an injunction against THE OHRES LTD shall not attach to, affect, or compromise the master intellectual property held securely within our offshore IP holding structural layers.
7. DATA PROTECTION & SOVEREIGN PRIVACY COMPLIANCE
Data Protection Acts: We process data in strict accordance with the Nigeria Data Protection Act (NDPA) and global General Data Protection Regulation (GDPR) criteria.
Encryption Standard: All cargo files, billing schemas, and trading partner tokens are encrypted at rest using AES-256 protocols and in transit via TLS 1.3 or secure AS4/AS2 web services channels.
Audit Trails: Immutable system logs are maintained for all cross-border electronic filings to provide unambiguous structural evidence of transmission timing to help users resolve independent maritime or carrier disputes.
8. LIMITATION OF LIABILITY & SYSTEM AVAILABILITY
Service Levels: THE OHRES aims for a 99.9% uptime baseline on its primary cloud routing network, excluding scheduled maintenance windows communicated 48 hours in advance.
Total Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OHRES, ITS PARENT COMPANY HOLDING COMPANY, OR ITS NIGERIAN OPERATING SUBSIDIARY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA LOSS, CARGO DEMURRAGE, SYSTEM DOWNTIME, OR LINE STOPPAGES. OUR TOTAL LIABILITY FOR ANY VERIFIED STRUCTURAL CLAIM IS EXCLUSIVELY CAPPED AT THE TOTAL FEES PAID BY THE USER TO THE OPERATING SUBSIDIARY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT TRIGGERING THE DISPUTE.
9. GOVERNING LAW AND RESOLUTION ARCHITECTURE
For Operational Issues in Africa: Any dispute, controversy, or claim arising out of local onshore platform usage inside Nigeria shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria. Parties shall attempt mediation first before submitting to the exclusive jurisdiction of the Federal High Court in Lagos, Nigeria.
For Structural IP or Parent Corporate Issues:Any structural claim directed toward our intellectual property layer or parent governance shall be governed exclusively by the laws of Canada, without regard to conflict of law principles.
10. COMPLIANCE & CONTACT ARCHITECTURE
For inquiries, legal notices, or structural communication regarding these Master Terms, please route your query to the appropriate administrative desk:
Master Corporate & IP Structure Inquiries
Entity: OHRES INC. (corporate body)
Email: [email protected]
Regional Operational & Payment Gateway Inquiries
Entity: THE OHRES LTD (RC 9626254)
Email: [email protected]
Phone: +234 201 330 9444
Operational Office: Lagos, Nigeria
By using THE OHRES Services, you acknowledge that you have read, understood, and agree to be bound by these Master Terms of Use and Digital Infrastructure Service Agreement.
End of Terms