Terms & Conditions

In these Terms and Conditions, the following definitions shall apply:

• "Platform" means the Afri Invoice web application, mobile application, APIs, integration components, and all associated e-invoicing services operated by Afri Invoice Nigeria Limited.
• "NRS" means the Nigeria Revenue Service, the federal revenue authority of Nigeria responsible for the administration of the national electronic invoicing (e-invoicing) framework, including functions formerly exercised by the Federal Inland Revenue Service (FIRS).
• "MBS" means the Merchant Buyer Solution, the centralised e-invoicing platform operated by the NRS through which electronic invoices are validated, cleared, and monitored in respect of business-to-business (B2B), business-to-government (B2G), and, where mandated, business-to-consumer (B2C) transactions.
• "Access Point Provider (APP)" means an entity accredited by the NRS to securely validate, digitally sign, and transmit electronic invoice data between taxpayers and the MBS platform. Afri Invoice Nigeria Limited is an NRS-accredited APP.
• "Systems Integrator (SI)" means an entity accredited by the NRS to connect a taxpayer's Enterprise Resource Planning (ERP), accounting, or billing systems to the MBS platform. Afri Invoice Nigeria Limited is an NRS-accredited SI.
• "E-Invoice" means any electronic invoice, proforma invoice, credit note, or debit note created on, transmitted through, or processed by the Platform in the structured data formats prescribed by the NRS.
• "IRN / Validation Identifiers" means the Invoice Reference Number, cryptographic stamp, QR code, or any other unique identifiers assigned or confirmed by the MBS platform upon validation of an E-Invoice.
• "User" means any individual or entity who creates an account or accesses the Platform. "Customer" means a User who has purchased API Credits.
• "API Credit" means a prepaid unit of Platform usage (referred to in short as a "Credit") purchased from the Company which is consumed when a Chargeable API Call is successfully executed on the Platform, at the consumption rates published on the Pricing page. API Credits are units of service usage only; they are not electronic money, a deposit, a wallet, a stored-value instrument, or any other form of financial product.
• "Chargeable API Call" means a call to an NRS workflow API endpoint listed on the Pricing page (whether an SI endpoint or an APP endpoint). Auxiliary APIs (including lookup, health check, VAT post-payment, and transmit/pull) are priced separately as published on the Pricing page.
• "Successful Execution" means that the Platform has executed the relevant API call and returned a valid response. An API Credit is consumed upon Successful Execution of a Chargeable API Call, irrespective of the business outcome of that call (for example, a schema validation that correctly identifies errors in the submitted data is a Successful Execution). API Credits are not consumed where an API call fails owing to a fault of the Platform.
• "API Credit Package" means a prepaid bundle of API Credits offered at the prices published on the Pricing page (Starter, Growth, Active Business, Busy Bee, or such other packages as may be published from time to time).
• "Top-Up" means the purchase of additional API Credits at any time. Top-Ups do not involve packages, upgrades, or downgrades; API Credits are simply added to the account balance.
• "Bespoke Pricing" means volume-based pricing available for purchases above 4,500 API Credits, under which the sole differentiator is a lower cost per API Credit. No additional services are bundled into Bespoke Pricing.
• "Content" means all data, text, images, information, and materials uploaded to or created on the Platform by Users, including invoice and transaction data.

2.1 Eligibility

To use the Platform, you must:

• be at least 18 years of age;
• have the legal capacity to enter into contracts under Nigerian law;
• register a business or operate as a sole trader within the Federal Republic of Nigeria, or as an entity doing business with Nigerian counterparties or otherwise subject to the NRS e-invoicing mandate.

2.2 Registration

You agree to provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account. Creating an account is free of charge; API Credits are required only for the execution of Chargeable API Calls.

2.3 Business Verification (KYC/KYB)

Because the Platform transmits fiscal data to the NRS on your behalf, onboarding for e-invoicing services is subject to identity and business verification. You may be required to provide: a valid Corporate Affairs Commission (CAC) registration certificate, Tax Identification Number (TIN), Bank Verification Number (BVN), evidence of authority of the person acting for the business, or other verification documents as required by applicable Nigerian law, NRS guidelines, or our internal compliance procedures. We may decline, suspend, or limit e-invoicing services where verification cannot be satisfactorily completed. Transmission of live E-Invoices to the NRS is unavailable until verification under this Clause has been completed.

2.4 Taxpayer Onboarding to the MBS

Where you use our APP services, authentication of your business with the NRS MBS platform is performed through the Taxpayer Auth API endpoint, executed by you through the Platform following completion of verification under Clause 2.3. You authorise the Company, in its capacity as your Access Point Provider, to transmit your E-Invoice data to the MBS platform, to receive Validation Identifiers on your behalf, and to exchange invoice status information with the NRS in connection with your E-Invoices.

Subject to these Terms and to the maintenance of a sufficient API Credit balance, the Company grants you a limited, non-exclusive, non-transferable licence to access and use the Platform for your internal business purposes. The Platform is an API-driven e-invoicing solution aligned strictly with the official NRS workflow, and the Services include but are not limited to:

3.1 Access Point Provider (APP) Services

• Creation of E-Invoices in the structured formats prescribed by the NRS, including all NRS-mandated tax categories, quantity codes, and payment status fields;
• Pre-submission validation of invoice data against NRS schema and business rules;
• Digital signing of E-Invoices and secure, real-time transmission to the NRS MBS platform;
• Retrieval and display of Validation Identifiers (including IRN and QR code) and invoice clearance status;
• Management of digital certificates and cryptographic keys used in the signing and transmission process;
• Delivery of validated E-Invoices to your customers and counterparties.

3.2 Systems Integrator (SI) Services

• Provision of stable, well-documented APIs, connectors, and a sandbox environment enabling the connection and testing of your ERP, accounting, POS, or billing systems with the Platform and, through it, with the MBS platform;
• Data mapping and transformation between your source systems and NRS-prescribed formats (including JSON-based structured formats), as executed through the documented APIs;
• Maintenance of the Platform APIs in line with NRS technical specifications as they evolve.

Self-guided integration attracts no setup or integration fee: the Company provides standard APIs, documentation, and sandbox access, and your use of the Platform is charged solely through the consumption of API Credits at the rates published on the Pricing page. The Company does not itself provide ERP implementation, custom workflow development, data mapping services, or end-to-end integration testing on your behalf, and does not provide dedicated support personnel. Businesses requiring assisted or custom integration will be referred to the Company's preferred integration partners, whose services are contracted and charged separately and for which the Company accepts no responsibility.

The Company reserves the right to modify, suspend, or discontinue any feature of the Platform with reasonable notice to Customers, save that changes required by law, by the NRS, or for security reasons may be implemented without prior notice.

Afri Invoice Nigeria Limited is accredited by the Nigeria Revenue Service as both a Systems Integrator (SI) and an Access Point Provider (APP) under the MBS framework, and is listed in the official NRS solutions provider directory. The Company also maintains an Information Security Management System certified to ISO/IEC 27001:2022. Accreditation is granted, renewed, suspended, or withdrawn at the discretion of the NRS. The Company shall promptly inform Customers of any change to its accreditation status that materially affects the provision of e-invoicing services, and shall use reasonable endeavours to support an orderly migration where required.

5.1 API Credit-Based Model

The Platform operates on a simple, transparent, credit-based pricing model. There are no subscriptions, no hidden fees, and no lock-ins. API Credits are consumed only upon the Successful Execution of a Chargeable API Call, at the rates published on the Pricing page and summarised below. Pricing aligns strictly with the official NRS workflow.

Systems Integrator (SI) endpoints:

Access Point Provider (APP) endpoints:

Combined usage modes:

API Credit consumption rates may be amended in accordance with Clause 5.7. In the event of any inconsistency between the rates set out above and the Pricing page, the Pricing page in force at the time of the relevant API call shall prevail.

5.2 API Credit Packages & Bespoke Pricing

For enterprises purchasing more than 4,500 API Credits, Bespoke Pricing is available on a volume basis. The only differentiator under Bespoke Pricing is a lower cost per API Credit; no additional services are bundled. Bespoke arrangements are concluded through direct engagement with our sales team, not through the self-serve portal, and are recorded in a written order form or addendum which, once executed, forms part of the agreement between you and the Company and prevails over these Terms to the extent of any inconsistency.

5.3 Payment & Top-Ups

API Credits are purchased in advance in Nigerian Naira (₦) via the payment methods made available on the Platform. API Credits may be purchased at any time as a Top-Up; there are no packages to upgrade or downgrade, additional API Credits are simply added to your account balance. All prices are exclusive of applicable taxes (including VAT) unless expressly stated otherwise. API Credits are credited to your account upon confirmation of payment.

5.4 Exhaustion of API Credits & Insufficient Balance

Chargeable API Calls are unavailable when your API Credit balance is insufficient to cover the cost of the relevant endpoint. The Platform will reject a Chargeable API Call, rather than partially execute it, where the balance is insufficient; a multi-endpoint workflow may therefore halt part-way if the balance is exhausted mid-workflow, and it is your responsibility to maintain a sufficient balance for your invoicing volumes. Exhaustion of API Credits does not close your account, does not affect your access to previously validated E-Invoices and records, and does not relieve you of your own statutory e-invoicing obligations to the NRS.

5.5 Nature of API Credits

API Credits: (a) are prepaid units of usage and are not electronic money, a deposit, or a stored-value instrument; (b) have no cash value and are not redeemable for cash except as set out in Clause 5.6 or as required by law; (c) are non-transferable between accounts and may not be resold; and (d) do not expire while your account remains active and in good standing. Where an account is terminated, Clause 13.3 applies.

5.6 Refunds & Re-Crediting

Purchases of API Credits are generally non-refundable once the API Credits have been credited to your account. However: (a) where a Chargeable API Call fails owing to a fault of the Platform, no API Credit is consumed and any API Credit erroneously consumed shall be re-credited; (b) where a significant Platform issue directly prevents you from executing Chargeable API Calls for more than 24 consecutive hours, you may request a remedy within 7 days of the issue occurring, which will be reviewed on a case-by-case basis and, where approved, provided within 10 business days as a re-credit of API Credits or, at the Company's discretion, a refund; and (c) nothing in this Clause limits any right you may have under applicable law.

5.7 Price Changes

The Company will provide at least 30 days' advance notice of any change to API Credit Package prices or API Credit consumption rates. API Credits already purchased before the effective date of a change shall retain their existing value; changes to consumption rates apply only from their effective date, and changes to package prices apply only to purchases made after the effective date. Your continued purchase or use of API Credits after the effective date constitutes acceptance of the new pricing.

The Platform is designed to assist Users in meeting their obligations under the NRS e-invoicing framework, including guidelines originally issued by the Federal Inland Revenue Service (FIRS) and now administered by the NRS, and the mandatory phased rollout of e-invoicing for Nigerian taxpayers. However:

• The Company does not provide tax, legal, or accounting advice. Nothing on the Platform constitutes such advice;
• Users remain solely responsible for the accuracy and completeness of all data entered into or transmitted through the Platform, including correct VAT rates, withholding tax (WHT) rates, TIN details, tax categories, quantity codes, and counterparty information;
• The Company, in its capacity as an accredited APP, facilitates the validation, digital signing, and transmission of E-Invoices to the MBS platform, but does not guarantee acceptance or clearance by the NRS, which remains subject to NRS systems, schema rules, and guidelines. An API Credit consumed on a Successfully Executed API call is not refundable merely because the NRS rejects the underlying invoice data;
• An E-Invoice is not cleared until the applicable Validation Identifiers have been issued by the MBS platform. Users must not represent an invoice as validated before such confirmation;
• Users remain responsible for determining the phase of the mandatory e-invoicing rollout applicable to their business, for onboarding within the timelines prescribed by the NRS, and for meeting all applicable tax filing deadlines under Nigerian law;
• The Company will endeavour to update the Platform promptly upon changes to NRS e-invoicing requirements, technical specifications, or schema versions, but cannot guarantee immediate compliance with regulatory changes published after the relevant effective date;
• Where the NRS or any competent authority lawfully requires the Company to disclose, retain, or transmit invoice data, the Company shall comply, and such compliance shall not constitute a breach of these Terms.

The Company operates the Platform on secure infrastructure and targets 99.7% monthly Platform availability for all Customers, excluding scheduled maintenance and events attributable to the NRS MBS platform, telecommunications providers, or other third parties. Scheduled maintenance shall, wherever practicable, be notified in advance and performed outside peak business hours. Where the MBS platform is unavailable, the Platform shall queue validly submitted E-Invoices and transmit them once connectivity is restored, in accordance with NRS-permitted procedures; API Credits in respect of queued transmissions are consumed only upon Successful Execution.

Support is provided for genuine Platform and API issues only. The Company does not provide dedicated support personnel, ERP implementation assistance, custom workflow development, or integration hand-holding; Customers requiring such assistance will be referred to the Company's integration partners in accordance with Clause 3.2.

8.1 Data Processing

By using the Platform, you consent to the collection, storage, and processing of your business and personal data as described in our Privacy Policy. We process personal data in accordance with the Nigeria Data Protection Act 2023 (NDPA) and the Nigeria Data Protection Regulation 2019 (NDPR), under the supervision of the Nigeria Data Protection Commission (NDPC).

8.2 Data Security

We employ industry-standard security measures, operated within an ISO/IEC 27001:2022 certified Information Security Management System, including TLS encryption for data in transit, AES-256 encryption for data at rest, OAuth 2.0 secured APIs, two-factor authentication, role-based access controls, and regular security audits. Every E-Invoice processed through the Platform is cryptographically signed, enabling verification of authenticity, data integrity, and validation. However, no system is completely immune to breaches. We will notify affected Users within 72 hours of becoming aware of any material data breach, in line with the NDPA.

8.3 Data Ownership

You retain ownership of all Content you upload to the Platform. You grant the Company a limited licence to process and store this data solely for the purpose of providing the Services, including transmission to the NRS as required under the e-invoicing framework. The Company will not sell your data to third parties.

8.4 Data Retention

Data associated with an active account is retained for as long as the account remains open, irrespective of the API Credit balance. Upon termination or closure of the account, data is retained for 90 days to allow export, after which it is permanently deleted, save that E-Invoice and related fiscal records may be retained for the minimum period required by Nigerian tax law and NRS requirements, and any data may be retained where otherwise required by law.

You agree not to:

• Use the Platform to create, validate, or transmit fraudulent, fictitious, or misleading E-Invoices, or to understate, overstate, or otherwise misrepresent any tax liability;
• Use the Platform in connection with any unlawful transaction or activity, including money laundering or terrorism financing;
• Attempt to interfere with, circumvent, or manipulate the validation, digital signing, or transmission of E-Invoices to the MBS platform, or alter an E-Invoice after Validation Identifiers have been issued otherwise than through the credit note and debit note procedures prescribed by the NRS;
• Attempt to circumvent or manipulate the metering, deduction, or accounting of API Credits;
• Attempt to reverse engineer, decompile, or extract the Platform's source code;
• Share your account credentials, API keys, or digital certificates with persons outside your authorised team, or resell or transfer API Credits;
• Use automated bots or scripts to interact with the Platform without written consent, except through documented APIs;
• Upload malicious code, viruses, or harmful content to the Platform;
• Misrepresent your identity or business to clients, counterparties, or the NRS via the Platform;
• Use the Platform to send unsolicited bulk communications.

Violation of these obligations may result in immediate account suspension or termination and may be reported to the NRS and other relevant authorities where required by law.

The Platform, including its design, features, code, APIs, documentation, trademarks, logos, and brand elements, is the exclusive intellectual property of Afri Invoice Nigeria Limited. All rights are reserved. You may not reproduce, distribute, or create derivative works from the Platform or its content without express written permission from the Company.

Your invoice content, business name, and logo remain your intellectual property. By uploading them to the Platform, you grant a limited licence for the Company to display and process them solely for the purpose of rendering, validating, and transmitting your E-Invoices.

To the maximum extent permitted by Nigerian law:

• The Platform is provided "as is" without warranties of any kind, express or implied;
• The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform;
• The Company's total cumulative liability to you shall not exceed the total amounts paid by you for API Credits in the 12 months immediately preceding the event giving rise to the claim;
• The Company is not liable for losses arising from rejection of submitted E-Invoices by the NRS or the MBS platform, from unavailability or malfunction of the MBS platform, from penalties or assessments imposed on you by the NRS in respect of your own compliance failures, from your failure to maintain a sufficient API Credit balance, from the acts or omissions of integration partners, from payment gateway failures, or from third-party service disruptions;
• Nothing in these Terms excludes or limits liability which cannot be excluded or limited under applicable law, including liability for fraud.

You agree to indemnify and hold harmless the Company, its directors, officers, and employees from and against any claims, liabilities, penalties, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) the inaccuracy or unlawfulness of any data you submit for validation or transmission to the NRS; (c) your violation of any applicable law or the rights of any third party.

13.1 By You

You may close your account at any time by navigating to Account Settings > Close Account, or by written request to support@afrinvoice.com. Because access to the Platform is prepaid through API Credits rather than a recurring subscription, closure takes effect upon confirmation. Prior to closure, you should export your records, consider the treatment of any unused API Credits under Clause 13.3, and make arrangements for the continuity of your statutory e-invoicing obligations, including migration to another accredited APP or SI where applicable.

13.2 By Us

The Company may suspend or terminate your account immediately, without prior notice, if:

• you violate these Terms;
• we are required to do so by law, by the NRS, or by regulatory order;
• your actions pose a security, compliance, or legal risk to the Platform, the MBS connection, or other Users.

13.3 Effect of Termination & Unused API Credits

Upon termination, your access to the Platform ceases and data retention is governed by Clause 8.4. You should export your data before closure. Unused API Credits remaining at the date of termination are forfeited and are not redeemable for cash, save that: (a) where the Company terminates without cause, or discontinues the Services, unused API Credits shall be refunded pro rata at the price paid; and (b) any refund required by applicable law shall be honoured. Where the Company terminates for your breach of these Terms, unused API Credits are forfeited to the maximum extent permitted by law. Clauses 8.4, 9, 10, 11, 12, and 14 survive termination.

These Terms are governed by the laws of the Federal Republic of Nigeria. In the event of a dispute, the parties shall first attempt to resolve the matter amicably through direct negotiation within 30 days. If unresolved, disputes shall be submitted to mediation under the Lagos Court of Arbitration rules. If mediation fails, disputes shall be resolved by the courts of Lagos State, Nigeria.

The Company reserves the right to amend these Terms at any time. Material changes will be communicated to registered Users via email at least 14 days before taking effect, save for changes required by law or by the NRS, which may take effect immediately. Changes to pricing are additionally governed by Clause 5.7. Continued use of the Platform after the effective date of amendments constitutes acceptance. We encourage you to review these Terms periodically.

For questions, complaints, or notices regarding these Terms, please contact: