Terms and conditions

TERMS OF SERVICE – ONETRO LTD

Effective Date: 1 October 2025

INTRODUCTION

Welcome to Onetro!

These Terms of Service (“Terms”) govern your access to and use of Onetro’s platform and services, tools, and features provided by Onetro Limited. Onetro is a fully integrated platform that empowers professionals and their clients to connect, collaborate, and grow through intuitive scheduling, secure video conferencing, digital product sales, local payments, and AI-powered tools.

By accessing or using the platform—whether as a Professional or a Client—you agree to be bound by these Terms. If you do not agree, please do not use the platform.

DEFINITIONS

“User”, “You”, and “Your” refer to anyone who creates an account on the platform, whether as a Client or a Professional.
“Client” refers to Users who book and attend sessions with Professionals.
“Content” refers to data, text, images, videos, or materials uploaded to the service.
“Party”, “Parties”, or “Us” refers to both the User and Us.
“Professional” or “Expert” refers to Users who registers as professionals on Onetro and thereby render services in the professional capacity in whatever profession they claim. Professionals are solely responsible for the accuracy of any credentials, certifications, or qualifications they claim on the platform. Onetro does not independently verify or endorse these credentials or qualifications. Onetro disclaims all liability for any inaccurate or misrepresented credentials provided by users.
“Session” means a scheduled meeting between a Client and a Professional via the platform.
“Service” refers to any feature, product, or offering available through the Onetro platform.
“Website” refers to the Onetro website.

OVERVIEW OF ONETRO

Onetro is a fully integrated platform designed to empower professionals—including coaches, therapists, designers, and financial advisors—with tools for scheduling, video conferencing, digital product sales, payments, and AI-powered insights such as automated session notes and analytics. Each user (a “Professional”) can personalize their meeting flow to deliver a high-trust, impactful client experience.

ACCOUNT REGISTRATION

Onetro welcomes two categories of users—Professionals and Clients—each with specific account registration requirements. By registering for an account on the Onetro platform, you agree to the terms outlined below and represent that all information you provide is accurate, complete, and current.

General Account Requirements (All Users)

All Users must:

Provide their full legal name, active and regularly monitored email address, and any other information requested during sign-up.
Maintain the accuracy of their account details at all times.
Choose a strong, secure password and maintain its confidentiality. Passwords should contain a mix of upper- and lowercase letters, numbers, and symbols.

You are solely responsible for all activity that occurs under your account. You must notify Onetro immediately if you suspect unauthorised access or a breach of your account security. Onetro will not be liable for any losses or damages resulting from your failure to safeguard your credentials or notify us of a suspected breach.

Supplying false, misleading, or incomplete information may result in the suspension, restriction, or termination of your account.

Verification and Professional Identity

Professionals on Onetro are users who self-identify as experts offering services. Onetro does not certify, endorse, or verify the credentials or qualifications of any Professional user. Each Professional is solely responsible for presenting valid and truthful qualifications (such as Experience, Education, Skills, Accomplishment among others) on their profile. Clients are encouraged to independently evaluate and verify a Professional’s credentials if they wish. If a Client requests proof of a Professional’s qualifications, the Professional must provide it upon request. Onetro provides no additional verification beyond displaying the information professionals choose to share, and disclaims any responsibility for the authenticity of user-provided credentials.

Ongoing Compliance:

Onetro may conduct periodic compliance reviews of professional accounts to maintain platform integrity and uphold user trust. We reserve the right to request additional documentation or updated credentials at any time. Non-compliance may result in temporary or permanent restrictions on your account.

Data Privacy and Security

Onetro takes the protection of your personal data seriously. We do not sell, rent, lease, or trade your information to any third party.

We use your data only for:

Account setup and management;
Providing and improving the Onetro service;
Enforcing our Terms;
Fulfilling legal and regulatory obligations.

When third-party service providers are involved (e.g., payment processors or video conferencing tools), any data shared is strictly limited to what is necessary for service delivery and is handled under strict confidentiality obligations.

We comply with applicable data protection laws, including Nigeria’s Data Protection Act and international standards where applicable.

Account Sharing and Unauthorized Use

Users must not:

Share login credentials with any third party.
Allow another person to access their account or impersonate them.
Register multiple accounts to bypass system controls or verification requirements.

If we detect unauthorised use of your account or violations of these conditions, we may take appropriate action, including disabling access or terminating your account.

SERVICES

Description of Services:

Onetro is a fully integrated platform that brings together users who registered as professionals (e.g. coaches, therapists, designers, advisors, and more) and users who registered as clients into one seamless workspace. Onetro acts strictly as a facilitator, offering smart scheduling, secure video conferencing, digital product sales, and local payment processing, all through a single, intuitive interface.

A distinctive feature of Onetro is its AI-powered capabilities, which include automated session notes, task extraction, client history management, and analytics to help professionals optimise their time and improve client service. Users can customise their entire meeting experience—before, during, and after sessions—to create a personalised, high-trust journey for each client.

Clients—whether or not they have formal accounts—can access professional services via the platform by booking sessions, receiving communications, and participating in video meetings through unique, secure access links or embedded tools.

Core Features:

Smart Scheduling: Intuitive calendar management that syncs with multiple devices and time zones, allowing seamless booking and rescheduling of sessions.

Secure Video Conferencing: High-quality, encrypted video calls integrated directly into the platform, eliminating the need for third-party tools.

Digital Product Sales: Professionals can create, market, and sell digital products such as courses, e-books, or workshops within the platform.

Local Payment Processing: Support for multiple local currencies and payment methods to facilitate smooth transactions between clients and professionals.

AI-Powered Assistance: Automated session notes, extraction of key tasks and action items, client history tracking, and analytics dashboards that provide insights into client trends and professional performance.

Customisable Client Experience: Tools to tailor pre-meeting communications, in-session interactions, and post-session follow-ups, enhancing client engagement and trust.

Service Limitations and Availability:

Technical and Connectivity Constraints: Onetro’s services depend on internet connectivity and third-party infrastructure (e.g., payment gateways, telecommunication networks). Interruptions or degradation of service quality may occur due to factors outside Onetro’s control.

No Guarantee of Uninterrupted Service: While Onetro strives to maintain high availability, the platform may experience downtime for scheduled maintenance, upgrades, or unforeseen technical issues. Onetro will endeavor to provide advance notice of planned outages where possible.

Platform Boundaries: Onetro acts solely as a facilitator connecting clients with professionals. Onetro does not itself provide any professional, medical, legal, financial, therapeutic, or other services, nor does Onetro act as an agent, partner, employer, or joint‑venturer of any Professional. All services rendered through the platform are performed solely by the individual Professional, who alone is responsible for the content, quality, accuracy, legality, and outcomes of their services. Clients engage Professionals directly, and any issues or disputes relating to the scope, delivery, results, or malpractice of those services must be addressed between the Client and the Professional (or via Onetro’s Dispute Resolution mechanism). Onetro disclaims all liability for any acts or omissions of Professionals, including but not limited to advice given, services performed, or any loss, injury, or damage arising therefrom.

User Responsibility: Users must ensure their own hardware, software, and internet connections meet minimum requirements to access and use Onetro’s features effectively.

Refund Policy and Service Quality:

Refund Eligibility: Refunds will be considered if a scheduled meeting is cancelled by the professional or if the professional fails to attend the meeting without prior notice. Refunds will also be granted if the meeting does not occur due to technical failures directly attributable to the Onetro platform.

Non-Refundable Scenarios: No refunds will be issued if the meeting takes place but the user is dissatisfied with the service quality or outcome. Users are encouraged to provide feedback or leave reviews to inform the community and help maintain service standards. Users who cancel or fail to attend a meeting with less than 48 hours’ notice will not be eligible for a refund, as this impacts the professional’s scheduling and availability.
Limitation of Liability: Onetro’s liability for any refund is limited to the amount paid for the affected session or product.

USER OBLIGATIONS & CONDUCT

General Conduct (All Users, Including Non-Registered Clients)

Anyone interacting with the Onetro platform—whether as a registered Professional or Client accessing services through a link or interface—must abide by the following conduct rules:

Do not post or share defamatory, misleading, infringing, or unlawful content.
Do not engage in abusive behaviour, hate speech, harassment, or disruptive conduct.
Do not use Onetro to promote or facilitate illegal activities.
Do not attempt to manipulate or interfere with the platform’s operations or security.

Prohibited activities also include but are not limited to:

Violations of Nigerian law, including the Cybercrimes Act 2015 and the Copyright Act.
Defamatory, fraudulent, discriminatory, or infringing content.
Engaging in spam, phishing, scraping, or distributing malware.
Facilitating illegal transactions, including money laundering or unlicensed financial advice.
Harassment, hate speech, or behaviour that threatens others’ dignity or safety.

Violations may result in immediate account suspension or termination and may be reported to relevant authorities.

Client Obligations (Including Guest Users)

Clients—regardless of whether they hold a formal account—are expected to:

Provide accurate details when booking sessions or making payments.
Honour scheduled appointments or provide cancellation notice at least 48 hours in advance.
Treat Professionals respectfully and lawfully at all times.
Not misuse access links or attempt to interfere with other users’ sessions.

Clients acknowledge and accept these obligations when they book a session, access a meeting link, or engage with a Professional via Onetro.

Professional Obligations:

Professionals registered on Onetro bear the sole responsibility of maintaining accurate and truthful profiles that clearly represent their qualifications, certifications, pricing, and availability. Onetro does not verify, endorse, or certify any such information. Professionals are expected to act in good faith and must display any relevant credentials on their profiles and provide further proof upon client request, this transparency is essential for clients to make informed decisions. Professionals are independently responsible for adhering with all applicable laws, professional standards, and ethical codes relevant to their field of practice. Prior to providing any service, professionals are required to obtain informed consent from clients, ensuring that clients understand the nature, scope, and limitations of the services offered. Ethical conduct, respect for client confidentiality, and data privacy are fundamental obligations. Failure to comply with these responsibilities may lead to suspension or removal from the platform.

Client Obligations:

Clients using Onetro’s services are expected to

Provide accurate and complete information necessary for scheduling appointments and processing payments. This helps prevent misunderstandings and facilitates smooth service delivery.

Respect professionals’ time by adhering to cancellation policies and providing timely notice when cancelling or rescheduling appointments.

Maintain respectful and lawful behaviour throughout all interactions on the platform. This is essential to fostering a positive and trustworthy community.

Non-compliance with these obligations may result in restrictions on platform access or other penalties.

Content Moderation:

To ensure a safe, lawful, and respectful environment, Onetro reserves the right to monitor, review, and remove any content that violates these Terms of Use or applicable Nigerian laws. This includes profiles, messages, reviews, and any uploaded materials that are illegal, harmful, misleading, or otherwise inappropriate. Users who repeatedly violate content guidelines or engage in prohibited activities may face account suspension or permanent termination. Onetro may also cooperate with law enforcement or regulatory bodies when required by law or to protect the safety and rights of users. All content moderation actions will be conducted in accordance with Onetro’s internal policies and relevant legal frameworks, ensuring fairness and transparency wherever possible.

PAYMENTS, FEES & REFUNDS

Pricing:

Pricing on Onetro is set at the discretion of professionals—whether for one‑on‑one sessions, group meetings, or digital products. Onetro applies a variable commission on all transactions processed through the platform, as follows:

10% Commission on Platform‑Generated Bookings: Bookings made through Onetro’s in‑platform discovery, marketplace listings, or “Book Now” buttons are subject to a 10% fee.
4% Commission on Self‑Generated Bookings: Bookings that originate from direct links, embedded widgets on the professional’s own website, or other off‑platform marketing channels incur a 4% fee.
4% Commission on Digital Product Sales: Sales of courses, e‑books, workshops, and other downloadable content are subject to a 4% commission.
Wallet withdrawals: Withdrawals from wallets into bank accounts will incur a transaction cost that would be fully borne by the user. These amounts may vary based on currency is determined by the payment provided. This will be advised as appropriate.

These commissions help cover Onetro’s operational costs, customer support, payment processing, and ongoing platform enhancements.

Disputes & Adjustments:

Onetro holds all payments for booked sessions in escrow from the time of booking until session completion. The funds are released to the Professional only after both the Client and the Professional confirm that the session was completed satisfactorily. If either party reports an issue, Onetro will temporarily retain the funds and assist in resolving the dispute.

If a Professional fails to deliver the agreed service (for example, by not attending the session or otherwise breaching the service terms), the Client may be entitled to a partial or full refund. Conversely, if a Client cancels without sufficient notice, the Professional may be entitled to retain some or all of the payment, in accordance with the agreed cancellation policy. Onetro will review all relevant communications and any evidence submitted by the parties in a dispute, and will make a final determination on whether to release or refund the funds.

Any approved refunds under this Escrow policy will be issued via the original payment method within 7 business days. Onetro reserves the right to deny refunds if it determines that a request is made in bad faith or violates these Terms.

Payment processing:

This is handled securely and efficiently. All transactions are processed in Nigerian Naira (NGN) through PCI-DSS-compliant payment gateways, ensuring the highest standards of data security and payment integrity.

Payouts: Once a session concludes or a digital product sale is finalized, the following process applies:

1. Professional Request: The user who identifies as a professional must submit a request through the Onetro platform to release the funds held in escrow.

2. Client Consent: Upon receiving the request, the client will be prompted to confirm that the session was completed satisfactorily (or that the product was delivered as described).

3. Automatic Release: If the client does not respond or raise a dispute within 48 hours of the professional’s request, the funds will automatically be released.

4. Disbursement Timing: After consent is received or the 48‑hour window lapses without dispute, Onetro deducts its applicable commission and transfers the remaining balance to the professional’s designated payout account within 3–5 business days.

5. Disputed Funds: If the client flags the payment within 48 hours, Onetro will retain the funds in escrow and initiate the Dispute Resolution process as set out in these Terms.

This ensures professionals can promptly request their earnings while giving clients a clear window to confirm or dispute before automatic release.

After each transaction, professionals receive their earnings within 3 to 5 business days after a transaction, with Onetro deducting its commission before payout. This helps professionals maintain a steady cash flow while relying on a secure and efficient payment system. Where there are unexpected delays or issues, users may reach out to Onetro support for prompt assistance.

Refunds:

Onetro adopts a fair and transparent refund policy to protect the interests of both clients and professionals.

For Services: Clients may request a refund within 7 business days if the professional cancels the session or fails to attend. Refunds will not be issued if the client simply changes their mind or fails to attend the session without rescheduling or prior notice.

For Digital Products: Refunds are generally not offered unless the product is defective, inaccessible, or was materially misrepresented at the point of purchase. In such cases, clients should submit a support ticket detailing the issue. Onetro will investigate and, if warranted, issue a refund or credit at its discretion.

If a refund is approved, it will be processed using the same payment method used for the original transaction, typically within 7 business days. Onetro reserves the right to refuse or limit refunds in cases of abuse, repeated complaints, or bad faith.

Cancellations & Rescheduling:

Clients are encouraged to reschedule a session rather than cancel. Professionals may set cancellation and rescheduling terms, including advance notice periods, within the platform. Clients who cancel a confirmed session without sufficient notice (as defined by the professional’s stated policy) may not be eligible for a refund.

Taxes Responsibilities:

All users (both clients and professionals) are individually responsible for complying with Nigerian tax laws, including but not limited to Value Added Tax (VAT), income tax, or any other applicable levies. Onetro does not withhold taxes on behalf of users but supports tax compliance by issuing tax invoices upon request. These can be used to file or remit to the Federal Inland Revenue Service (FIRS) or other tax authorities.

Code of Conduct

Anyone using Onetro (Professionals or Clients) must follow these rules:

Do not post or share defamatory, misleading, illegal, or infringing content.
Do not engage in harassment, hate speech, threats, or any abusive behavior.
Do not use Onetro to promote or facilitate illegal activities.
Do not attempt to manipulate or interfere with the platform’s operation or security.
Do not misrepresent your identity or impersonate others.
Professionals must not falsify or exaggerate any qualifications, certifications, or credentials.
Respect other users’ privacy and confidentiality.
Treat all users with civility and professionalism.

This list is not exhaustive of the code of conduct and violating this Code of Conduct may result in content removal, account suspension, or termination (see below).

Consequences for Misconduct

Onetro enforces strict consequences for violations of these Terms and the Code of Conduct:

Account Suspension or Termination: Onetro may suspend or permanently terminate the accounts of users who seriously or repeatedly violate these terms.
Loss of Privileges: Violators may lose access to platform features (such as booking or listing services).
Financial Penalties: Onetro may reverse transactions, withhold funds, or require reimbursements in cases of fraud, false claims, or other misconduct.
Legal Action: Onetro may report illegal activities (such as fraud or threats) to law enforcement or regulatory authorities. Users involved in illegal conduct may face prosecution.
Example – Fake Credentials or Abuse: A Professional found to have provided false credentials or engaged in abusive behavior will be permanently banned from the platform, and any affected sessions will be refunded to clients. Similarly, any form of abuse, harassment, or hate speech will result in immediate account suspension and possible legal referral.

These measures ensure a safe and trustworthy platform for all users.

INTELLECTUAL PROPERTY RIGHTS

Onetro retains exclusive ownership of all intellectual property rights related to its platform, including but not limited to the software code, trademarks, logos, trade dress, branding elements, and any proprietary technology/ algorithms, artificial intelligence models, and unique user interface designs used to operate and promote the platform. These rights are protected under applicable intellectual property laws, including the Nigerian Copyright Act, Trademarks Act, and Patents and Designs Act, as well as international conventions. The software underlying Onetro is considered a literary work under copyright law, granting Onetro automatic protection over its source code, object code, user interface, and any associated documentation. Trademarks and logos are registered or protected to distinguish Onetro’s services and prevent unauthorized use or imitation.

Users of the platform – both professionals and clients – grant Onetro a non-exclusive, royalty-free, worldwide license to use, display, modify, reproduce, and distribute any content they upload or submit (“User Content”) solely for the purpose of operating, promoting, and improving the platform. This license enables Onetro to provide the services effectively, such as displaying session recordings during meetings, processing digital product sales, or sharing client feedback. However, this license is non-transferable, revocable, and limited to the scope necessary for Onetro to provide its services. It does not transfer ownership of User Content to Onetro.

Professionals retain full ownership and control of all intellectual property rights in the content they upload or create on the platform, including session recordings, digital products, written materials, and any other original works. This ownership includes copyrights and related rights, allowing professionals to control how their content is used, shared, or monetized. Clients and other users are expressly prohibited from reproducing, distributing, reselling, or otherwise exploiting any Professional’s content without explicit permission. Unauthorized use of such content constitutes an infringement of intellectual property rights and may result in legal action.

Onetro does not guarantee that user-uploaded or AI-generated content is free of third-party rights or that it does not infringe on the rights of others. Users are solely responsible for ensuring that all content they upload or generate complies with applicable laws, including copyright, trademark, and data privacy laws. Onetro disclaims all liability for infringement resulting from user-generated or uploaded content.

To address copyright infringement claims, Onetro provides a formal takedown procedure. Rights holders may submit a written notice to support@onetro.co containing:
1. proof of ownership, such as copyright registration certificates or other evidence demonstrating their exclusive rights;
2. the specific URL or location of the infringing content on the platform; and
3. a statement made under penalty of perjury affirming the accuracy of the claim and their authority to act on behalf of the rights holder.

Upon receiving a valid claim, Onetro will promptly investigate and, if warranted, remove or disable access to the infringing material in accordance with applicable laws.

In addition to copyrights and trademarks, Onetro’s intellectual property protections may extend to trade secrets, patents, and design rights where applicable. For example, proprietary algorithms, AI models, or unique user interface designs may be protected as trade secrets or design patents under Nigerian and international law. These layered protections ensure that Onetro’s innovations and brand identity remain secure from unauthorised use or misappropriation.
Onetro reserves the right to suspend or terminate the accounts of users who repeatedly infringe on the intellectual property rights of others or misuse platform tools and features in violation of these Terms of Service.

Onetro may, from time to time, use third-party libraries, APIs, or plugins. Such third-party tools remain the property of their respective creators and are governed by their own licensing terms, which users may also be subject to.

Any content generated by users with the assistance of Onetro’s AI-powered tools (including but not limited to written scripts, design mockups, or summaries) will be deemed user-generated content for the purposes of this agreement. Ownership of such AI-assisted output rests with the user, subject to the rights of any third-party data, models, or inputs used in generating that output. Onetro retains a non-exclusive license to use such content for platform improvement and internal quality assurance but does not claim ownership of user-generated AI content. Users are solely responsible for ensuring that the use and publication of AI-assisted content does not violate any third-party rights or applicable laws.

DISCLAIMERS & LIMITATION OF LIABILITY

Onetro provides its services on an “as is” and “as available” basis, without any express or implied warranties of any kind, either express or implied. Onetro disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the platform will always be secure, error-free, uninterrupted, or free of viruses or other harmful components. Onetro expressly disclaims any warranties of merchantability, noninfringement, or fitness for a specific use, and users accept that they use the service at their own risk.

Regarding liability, Onetro’s total financial responsibility to any user for any claim arising out of or related to the use of the platform is strictly limited to the total fees paid by that user to Onetro in the twelve (12) months immediately preceding the claim. This limitation applies regardless of the nature of the claim, whether based in contract, tort, negligence, strict liability, or otherwise.

Onetro shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, business interruption, or any other economic loss, even if Onetro has been advised of the possibility of such damages. This exclusion applies to damages arising from the use or inability to use the platform, errors or omissions in the service, or any failure of performance.

Furthermore, Onetro disclaims liability for any professional misconduct or negligence by the professionals offering services through the platform. As a facilitator connecting clients and professionals, Onetro does not control or guarantee the quality, accuracy, or outcomes of professional advice or services rendered. Any reliance placed on such content is strictly at the user’s own risk.

Professionals on the platform operate as independent third parties and are not agents or employees of Onetro. Onetro does not control, endorse, or take responsibility for the quality, accuracy, legality, or reliability of advice, services, or products offered by professionals. Clients are solely responsible for vetting the expertise, qualifications, and advice of professionals they choose to engage.

Onetro is also not responsible for failures or disruptions caused by third parties, including but not limited to payment gateway outages, internet service interruptions, or other external service providers. Such third-party issues may affect the availability or functionality of the platform, and Onetro cannot be held liable for any resulting losses.

Onetro does not guarantee that scheduling, communication, payment processing, or session delivery will occur without disruption or delay. While we use commercially reasonable efforts to ensure uptime and performance, users acknowledge that technical issues may arise.

Onetro disclaims all liability for damages resulting from:

missed, cancelled, or unsatisfactory sessions;
non-delivery of digital products;
loss or corruption of data;
unauthorized access to user accounts or content; or
any interactions, disputes, or misunderstandings between users of the platform.

All users are responsible for complying with their respective local laws, especially with respect to offering or purchasing services such as therapy, coaching, or legal consultations. Onetro does not assume any liability for violations of such laws.

Use of AI tools on the platform is at the user’s discretion. Onetro disclaims liability for inaccuracies, errors, or decisions made based on AI-generated outputs, and does not guarantee their fitness for any specific purpose.

Where links to third-party websites or resources are provided, Onetro is not responsible for the content, accuracy, or availability of such external resources. Use of third-party tools or integrations is at the user’s own risk and may be governed by separate terms.

Onetro expressly disclaims liability for:

Content created or uploaded by users (whether generated manually or using AI tools);
Professional advice rendered by platform users;
Errors in scheduling or communication resulting from user input or configuration;
Consequences of relying on any content, service, or feature provided through the platform.

These disclaimers and limitations of liability are intended to the fullest extent permitted by applicable law. Certain jurisdictions may not allow the exclusion or limitation of certain damages or liabilities, and in such cases, Onetro’s liability will be limited to the maximum extent permitted by law.

INDEMNIFICATION

To the extent allowed by applicable law, all users of the Onetro platform agree to the following indemnification obligations.

By using the Onetro platform, users agree to indemnify, defend, and hold harmless Onetro, its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) that arise directly or indirectly from their actions or omissions. This indemnification obligation applies specifically to claims resulting from a user’s breach of these Terms of Service, including any failure to comply with the rules, policies, or guidelines set forth by Onetro.

Additionally, users are responsible for any claims arising from their misuse or unauthorized use of the platform or its services. This includes, but is not limited to, any activities that violate applicable laws, infringe upon the rights of others, or disrupt the normal functioning of the platform. Users must ensure that their conduct on Onetro remains lawful, ethical, and respectful to all parties involved.

Furthermore, users agree to indemnify Onetro against any claims related to the violation of third-party rights, such as copyright infringement, trademark violations, or unauthorized use of intellectual property. Should a third party bring a claim against Onetro alleging that a user’s content or actions infringe on their rights, the user will be responsible for defending Onetro and covering any resulting damages or costs.

This indemnification clause is intended to protect Onetro from legal and financial consequences that may arise due to a user’s improper behavior or failure to adhere to the platform’s terms. Users acknowledge that they bear full responsibility for their actions while using the service and agree to cooperate fully in the defense of any claims covered by this indemnity.

GOVERNING LAW & JURISDICTION

These Terms of Service shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. All disputes, controversies, or claims arising out of or relating to these terms, including their formation, validity, interpretation, breach, or termination, shall be resolved exclusively through final and binding arbitration.

The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act of Nigeria or any other applicable arbitration rules agreed upon by the parties. The seat of arbitration shall be Lagos, Nigeria, at the discretion of Onetro. The arbitration proceedings shall be conducted in English.

By agreeing to these terms, users expressly waive their right to initiate or participate in any court proceedings related to such disputes, except to enforce or challenge an arbitration award. The arbitration award shall be final, binding on all parties, and enforceable in any court of competent jurisdiction.

This arbitration clause is intended to provide a fair, efficient, and confidential means of resolving disputes, minimising the time and costs associated with litigation while ensuring that any disagreements are resolved by neutral arbitrators experienced in Nigerian law and commercial matters.

By using this platform, users—whether or not registered—agree to resolve any disputes in accordance with the arbitration clause herein. Parties are encouraged to attempt amicable resolution or mediation before initiating arbitration.

In summary, all claims or disputes arising from the use of the Onetro platform shall be governed by Nigerian law and resolved exclusively through binding arbitration held in Lagos or Abuja, thereby offering a clear, streamlined, and enforceable dispute resolution process for all users.

AMENDMENTS TO TERMS

Onetro reserves the right to amend, modify, or update these Terms of Service at any time to reflect changes in legal requirements, business practices, or platform features. Material changes (e.g., fee structure, dispute resolution) will be communicated via email or in-app notifications 30 days before taking effect. Non-material changes become effective immediately upon posting. Any such amendments will be communicated to users through appropriate means, such as email notifications or prominent announcements on the platform. Users are responsible for reviewing these updates regularly to stay informed of any changes.

Amendments will not apply retroactively to any rights or obligations that arose prior to the effective date of the change, except where expressly stated. Onetro may, at its sole discretion, require users to accept updated Terms before continuing to access certain services or features.

This amendment process ensures that the Terms remain current, clear, and legally enforceable while providing transparency and fairness to all users. Any informal or verbal modifications will have no binding effect unless confirmed in writing by authorised representatives of Onetro.

Continued use of the platform after an amendment takes effect constitutes acceptance of the updated Terms.

MISCELLANEOUS

Force Majeure

Onetro and its users acknowledge that certain extraordinary events or circumstances beyond their reasonable control may prevent or delay the performance of their contractual obligations under these Terms of Service. Such events, collectively referred to as “force majeure”, include but are not limited to natural disasters (such as floods, hurricanes, and earthquakes); war; armed conflict; terrorism; civil unrest; government actions or restrictions; pandemics; labour strikes; power outages; internet or telecommunication failures; and other unforeseeable events that cannot be prevented or mitigated despite reasonable efforts.

If a party is unable to perform any of its obligations due to a force majeure event, that party shall promptly notify the other in writing, describing the nature of the event, its expected duration, and the measures being taken to mitigate its effects. The affected party’s obligations will be suspended for the duration of the force majeure event to the extent performance is prevented or delayed. Both parties agree to cooperate in good faith to minimise the impact of the force majeure event and explore alternative means of performance where possible.

If the force majeure event continues for an extended period—typically exceeding thirty (30) days—or renders performance impossible or fundamentally different from what was originally intended, either party may terminate the affected obligations upon written notice without liability, except for any obligations accrued prior to the event. This clause protects both Onetro and users from liability or breach claims arising from circumstances beyond their control.

Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitration tribunal of competent jurisdiction, that provision shall be severed or modified to the minimum extent necessary to make it enforceable, while preserving the original intent as closely as possible. The remainder of the Terms shall continue in full force and effect, If any part is deemed unenforceable, it shall be replaced by a valid provision that most closely reflects the original intent. This ensures that the invalidity of one part does not undermine the enforceability of the entire agreement.

Entire Agreement

These Terms of Service, together with Onetro’s Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between Onetro and the user regarding the use of the platform. They supersede all prior agreements, understandings, negotiations, or communications—whether written or oral—relating to the subject matter herein. No other statements, promises, or representations not contained in these Terms shall be binding or enforceable.

Any amendments or modifications to these Terms must be made in writing and communicated by Onetro as specified in the Amendment clause. Users acknowledge that they have not relied on any representations or warranties outside of those expressly stated in these Terms. This comprehensive agreement framework provides clarity and certainty, ensuring that the rights and obligations of all parties are clearly defined and enforceable.