Terms of service

These Terms of Service (the "Terms") are a contract between PSA Systems Limited, a company registered in the Federal Republic of Nigeria, based in Abuja, that operates Rydmate ("Rydmate", "we", "us"), and the business or person that creates an account or uses the Rydmate website, application, API, Terminal or a hosted business website (the "Service"). By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy.

If you accept on behalf of a company, you confirm that you are authorised to bind it. "Operator" means the transport or logistics business whose account it is; "you" means the Operator and every person who uses the Service under its account.

• You must be at least 18 and give accurate registration details, and keep them current.
• You are responsible for everything done under your account and the accounts you invite. Keep passwords, API keys and webhook secrets confidential, and tell us at once if you believe they have been compromised.
• The owner of an Operator decides who has access and what they may do. Rydmate enforces those permissions but does not choose them.
• We may suspend an account that is used unlawfully, that puts the Service or other Operators at risk, or whose fees are unpaid after the grace period described below.

Rydmate is an operating record for transport and logistics businesses: vehicles, drivers, trips, tickets, deliveries, tracking, money records, reports, a hosted website and an API. It records what the Operator and its staff enter and what its devices report.

• Rydmate is not a payment service provider, a bank or a money transmitter. Electronic payments are collected by a licensed payment provider, chosen and contracted by the Operator, directly into the Operator's own account. Rydmate never holds customer funds. Cash and POS collections are recorded by the Operator's own staff and are their declarations, not Rydmate's verification.
• Rydmate is not a transport or logistics operator. Tickets, deliveries and the vehicles that carry them are the Operator's own. Any claim by a passenger or customer about a journey or a shipment is between them and the Operator.
• Rydmate is not a regulator. The Operator remains responsible for its licences, permits, insurance, road-worthiness, driver qualifications and every other obligation of its trade.

• The Service is offered on the plans and at the prices shown on the pricing page at the time you choose them. Plans are priced by fleet size and billed monthly or annually in advance. Applicable taxes, including VAT where it applies, are shown at checkout.
• There is no free trial unless Rydmate grants one in writing for a pilot. A new account can read and can choose a plan; it records work once a plan is paid for. Where a trial is granted, the account can read its records and choose a plan when the trial ends, and cannot write new records until it does.
• Subscriptions renew automatically at the end of each paid period unless cancelled before then. A cancelled plan runs to the end of the period already paid. If a renewal payment fails, the plan continues for a grace period of seven days during which we will retry; after that the account returns to read-only.
• Fees are not refundable except where the law requires, or where we have failed to provide the Service for a sustained period through our own fault, in which case we will credit or refund the affected period.
• We may change prices with at least 30 days' notice by email or in the application. A change takes effect from your next renewal after the notice period.
• An Enterprise agreement, where signed, takes precedence over this section.

• API keys are issued to an Operator and act on the Operator's own records. Test keys act on a free sandbox. Live keys require either a Rydmate API plan (Starter, Growth, Scale or Enterprise, priced on the pricing page) or a Rydmate Cloud plan that includes integration access (Scale or Enterprise). Requests, webhook deliveries, tracking and messages are metered against the allowances of the plan; usage is measured by Rydmate's records, which are conclusive absent manifest error. Integration access included with a Cloud plan is for connecting the Operator's own systems, not for building a product for others on Rydmate, which needs a Rydmate API plan.
• You must keep keys and webhook secrets confidential, use the smallest scopes an integration needs, respect rate limits and not attempt to reach records of another business, circumvent authentication or reverse engineer the Service.
• Webhook deliveries are signed. You are responsible for verifying signatures, for the security of the endpoints you register and for what your integration does with the data it receives.
• We may change the API with reasonable notice. We will keep a version available for at least six months after announcing its replacement, except where a change is needed for security or by law.
• Software you build on the API is yours. You may not describe it as made or endorsed by Rydmate without our written agreement, and you must not use the Rydmate name or marks except to say accurately that your product integrates with Rydmate.

The records an Operator enters, generates or uploads ("Operator Data") belong to the Operator. We claim no ownership of them. You grant us the licence needed to host, process, back up, display and transmit Operator Data to provide the Service, and to produce anonymised, aggregated statistics that cannot identify any Operator or person.

For the personal data inside Operator Data, the Operator is the data controller and Rydmate is the data processor under the Nigeria Data Protection Act 2023. As processor we will:

• process personal data only on the Operator's documented instructions, which include these Terms and the ordinary use of the Service;
• apply the security measures described in our Privacy Policy;
• ensure our staff and sub-processors are bound by confidentiality and equivalent obligations, and tell you of changes to sub-processors;
• assist the Operator in responding to data subject requests and in meeting its own obligations, including breach notification;
• notify the Operator without undue delay of a personal data breach affecting its data;
• delete or return personal data at the end of the contract, subject to the retention the law requires.

The Operator warrants that it has a lawful basis for the personal data it records, including for passengers, customers, drivers and staff, and that it gives them the information the NDPA requires. Rydmate is the data controller of account data and technical data, as described in the Privacy Policy.

You must not use the Service to:

• break any law, including the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 as amended, the Nigeria Data Protection Act 2023 and the Federal Competition and Consumer Protection Act 2018;
• record money you did not collect, alter records to deceive an owner, a passenger, a customer, an insurer or an authority, or misuse the Service to evade tax;
• upload malicious code, probe or overload the Service, or access accounts, records or devices that are not yours;
• publish on a hosted website content that is unlawful, defamatory, infringing or misleading, or that impersonates another business;
• send unsolicited messages to passengers or customers, or contact them for purposes they did not agree to;
• resell, rent or provide the Service to third parties other than through software you build on the API in accordance with these Terms.

An Operator may publish a website on a Rydmate address. The Operator is the publisher of that site and is responsible for its content, its prices, the accuracy of its departures and services and for honouring what customers book or order through it. Rydmate may take down a site that breaches these Terms or the law, and will tell the Operator why.

• We aim to keep the Service available at all times, but we do not promise uninterrupted operation. Planned maintenance will be announced in advance where practical. The service status page shows current and past incidents.
• The Rydmate Terminal and driver app keep working while offline and synchronise when a connection returns; records made offline are timestamped from the device.
• We may add, change or withdraw features. We will give reasonable notice of any change that materially reduces what a paid plan includes, and you may cancel before it takes effect.
• Support is provided through the application and the contact page during Nigerian business hours, with response targets that depend on the plan.

The Service, its software, design, documentation and marks belong to Rydmate and its licensors and are protected by Nigerian and international law. You receive a limited, non-exclusive, non-transferable licence to use the Service for your business while your account is in good standing. Feedback you give us may be used without obligation. Each party will keep the other's non-public information confidential and use it only for the purposes of this agreement, except where disclosure is required by law.

• You may close your account at any time from the application or by contacting us. Fees already paid for the current period are not refunded except as set out above.
• We may terminate or suspend on notice for a material breach that is not remedied within 14 days, immediately for unlawful use or a serious security risk, and on 30 days' notice if we withdraw the Service, in which case we refund any unused prepaid period.
• For 30 days after closure the Operator may request an export of its records. After that we delete or anonymise Operator Data, except what we must keep by law and the audit trail, which is retained for the statutory period.

The Service is provided with reasonable skill and care. To the extent the law allows, we make no other warranty, and we do not warrant that the Service will meet every requirement of your trade or be error-free.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited under Nigerian law, including your rights under the Federal Competition and Consumer Protection Act 2018 where you are a consumer.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue or goodwill, and Rydmate's total liability arising out of the Service in any twelve-month period is limited to the fees the Operator paid for the Service in that period. Rydmate is not liable for money declared but not collected, for payments the Operator's payment provider fails to settle, for the conduct of the Operator's drivers or staff, or for the accuracy of GPS devices the Operator supplies.

The Operator will indemnify Rydmate against claims by passengers, customers, staff, authorities or third parties arising from the Operator's services, its content, its breach of these Terms or its breach of data protection law.

These Terms are governed by the laws of the Federal Republic of Nigeria. Electronic acceptance of these Terms and electronic records kept by the Service are valid evidence of the agreement and of what happened, in accordance with the Evidence Act 2011 as amended.

If a dispute arises, the parties will first try to resolve it in good faith within 30 days of written notice. A dispute not resolved that way will be referred to arbitration by a sole arbitrator under the Arbitration and Mediation Act 2023, seated in Abuja, Federal Capital Territory, and conducted in English, without prejudice to either party's right to seek urgent relief from a court of competent jurisdiction in Nigeria or to a consumer's right to complain to the Federal Competition and Consumer Protection Commission.

• We may update these Terms. We will give at least 30 days' notice of material changes by email or in the application; continued use after the effective date is acceptance. The date at the top is the current version.
• Neither party is liable for delay caused by events beyond its reasonable control, including power and network failures, civil unrest and acts of government, provided it takes reasonable steps to recover.
• Notices to Rydmate go through the contact page; notices to you go to the email address on the account.
• If any part of these Terms is found unenforceable, the rest remains in force. These Terms, the Privacy Policy and any signed Enterprise agreement are the whole agreement between us about the Service.