terms & conditions
Greena | Effective Date: 1 July 2026
What you need to agree to
Introduction
These Terms and Conditions ("Terms") govern your access to and use of the Greena platform ("Platform"), a cloud-based e-invoicing and tax compliance service operated by Green Poplar Services Limited - RC 1681444 ("Greena", "we", "us", or "our"). By registering for or using the Platform, you ("User", "you", or "Organisation") agree to be bound by these Terms in full.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
Definitions
Section
Meaning
Platform
The Greena web application and all related services, APIs, and integrations
Organisation
A business entity registered on the Platform as a tenant
User
An individual granted access to the Platform under an Organisation's account
Invoice Data
Any financial, transactional, or customer data submitted through the Platform
NRS
Nigeria Revenue Service — the applicable tax authority
SI/APP
Any approved System Integrator or Application Provider through which the Platform transmits fiscal data to the NRS
IRN
Invoice Reference Number issued by the NRS upon successful fiscalisation
Fiscalisation
The process of submitting invoice data to the NRS via an SI/APP for validation and IRN issuance
The Service
3.1 What Greena Provides
Greena provides a software-as-a-service (SaaS) platform that enables Organisations to:
Create, manage, and issue NRS-compliant e-invoices
Submit invoice data to the NRS through an integrated SI/APP
Manage product catalogues, customers, and financial records
Process payments via integrated payment gateways
Generate and store PDF invoice documents with embedded QR codes
3.2 Regulatory Framework
The Platform is designed to support compliance with the NRS Merchant Buyer Solution (MBS) framework. The mandatory Go-Live deadline for Medium Taxpayers is 1 July 2026. Greena will use reasonable efforts to keep the Platform aligned with NRS technical specifications, but compliance obligations remain the sole responsibility of the Organisation.
3.3 SI/APP Integration
Greena submits fiscal data to the NRS through a third-party SI/APP. By using the Platform, you acknowledge and agree that:
(a) Invoice data will be transmitted to the SI/APP on your behalf as part of the fiscalisation process;
(b) Greena does not control the SI/APP's systems, uptime, or response times, and is not liable for delays or failures originating within the SI/APP's infrastructure;
(c) The IRN and QR code returned upon successful fiscalisation are generated by the NRS via the SI/APP — Greena does not fabricate, alter, or guarantee any such data;
(d) Each Organisation is independently responsible for registering with the applicable SI/APP and maintaining valid credentials. Greena stores your SI/APP credentials in encrypted form at rest and will not share them with any third party other than the SI/APP for the purpose of invoice submission.
Account Registration and Security
4.1 Eligibility
You must be a legally registered business or individual trader operating in Nigeria to use the Platform. By registering, you represent that all information provided is accurate, current, and complete.
4.2 Account Credentials
You are responsible for:
Maintaining the confidentiality of your login credentials
All activity that occurs under your account
Promptly notifying Greena of any suspected unauthorised access
Greena will not be liable for any loss or damage arising from your failure to protect your credentials.
4.3 Multi-User Access
Organisations may grant access to multiple Users under their account. Administrators are responsible for managing role assignments and revoking access for departed personnel promptly.
Use of the Platform
5.1 Permitted Use
You may use the Platform solely for lawful business purposes consistent with Nigerian law and these Terms.
5.2 Prohibited Conduct
You must not:
(a) Submit false, misleading, or fraudulent invoice data to the Platform or to the NRS;
(b) Attempt to reverse-engineer, decompile, or extract source code from the Platform;
(c) Use the Platform to facilitate tax evasion or any other illegal activity;
(d) Circumvent, disable, or interfere with any security feature of the Platform;
(e) Resell or sublicense access to the Platform without Greena's prior written consent;
(f) Upload content that is defamatory, obscene, or that infringes a third party's intellectual property rights.
Data and Privacy
6.1 Your Data
All Invoice Data you submit to the Platform remains your property. Greena processes this data solely to provide the service described in these Terms and will not sell it to third parties.
6.2 Regulatory Disclosure
You expressly authorise Greena to transmit Invoice Data to the NRS (via the SI/APP) as required by Nigerian tax law. This transmission is a core function of the service and cannot be disabled.
6.3 Data Retention
Greena retains Invoice Data for a minimum of six (6) years from the date of issue, consistent with NRS record-keeping requirements. You may export your data at any time during your active subscription.
6.4 Data Security
Greena implements industry-standard security controls including:
Encryption of sensitive credentials at rest (AES-256 / Fernet)
HTTPS/TLS for all data in transit
Tenant isolation — no Organisation can access another Organisation's data
HttpOnly, Secure, SameSite cookies for session management
6.5 Privacy Policy
Our full Privacy Policy, which is incorporated into these Terms by reference, governs how we collect, use, and store personal data in accordance with the Nigeria Data Protection Act (NDPA) 2023.
Payment and Subscriptions
7.1 Subscription Plans
Access to the Platform is provided on a subscription basis. Applicable fees, billing cycles, and plan features are described on our pricing page, which may be updated from time to time with reasonable notice.
7.2 Payment Processing
Payments are processed through a third-party payment processor. By providing payment details, you authorise the recurring charge of applicable fees. Greena does not store raw card numbers.
7.3 Taxes
All subscription fees are exclusive of applicable taxes. You are responsible for any VAT, withholding tax, or other levies applicable to your purchase of the Platform subscription.
7.4 Refunds
Subscription fees are non-refundable except where required by applicable Nigerian consumer protection law or as Greena may determine in its sole discretion.
7.5 Suspension for Non-Payment
Greena reserves the right to suspend access to the Platform for accounts with outstanding unpaid invoices after providing reasonable written notice.
Intellectual Property
8.1 Platform Ownership
The Platform, including all software, designs, trademarks, and content created by Greena, is and remains the exclusive intellectual property of Greena Technologies Limited. These Terms do not transfer any ownership rights to you.
8.2 Licence to Use
Subject to these Terms and payment of applicable fees, Greena grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes.
8.3 Your Content
You retain all rights in Invoice Data and other content you upload. You grant Greena a limited licence to process and transmit that content solely for the purpose of providing the service.
Third-Party Services
The Platform integrates with third-party services including but not limited to payment processors and the SI/APP. Your use of those services is subject to their respective terms and conditions. Greena:
Is not responsible for the acts or omissions of any third-party service provider
Does not warrant the availability, accuracy, or reliability of third-party services
Will use reasonable efforts to notify you of any material changes to third-party integrations that affect your compliance obligations
Uptime and Service Availability
Greena targets a platform uptime of 99.5% measured monthly, excluding scheduled maintenance windows. We will endeavour to provide advance notice of planned downtime. Greena does not guarantee uninterrupted access and shall not be liable for any loss caused by Platform unavailability, including missed NRS submission deadlines caused by Platform or SI/APP outages.
Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, GREENA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
Warranties of merchantability or fitness for a particular purpose
Warranties that the Platform will meet your specific compliance requirements
Warranties regarding the accuracy of NRS-returned IRNs or QR codes
Warranties that the Platform will be error-free or uninterrupted
Greena does not provide legal or tax advice. Nothing in the Platform or these Terms constitutes advice on your specific tax obligations. You should consult a qualified tax professional regarding your NRS compliance requirements.
Limitation of Liability
12.1 Cap on Liability
To the maximum extent permitted by Nigerian law, Greena's total aggregate liability to you for any claim arising out of or related to these Terms or the Platform shall not exceed the total fees paid by you to Greena in the three (3) months immediately preceding the event giving rise to the claim.
12.2 Exclusion of Consequential Loss
Greena shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
Loss of revenue, profit, or business opportunity
NRS penalties or fines arising from late or failed invoice submission
Data loss or corruption
Reputational damage
12.3 Force Majeure
Greena shall not be liable for failures or delays caused by circumstances beyond its reasonable control, including acts of government, natural disasters, internet infrastructure failures, or SI/APP outages.
Indemnification
You agree to indemnify, defend, and hold harmless Greena, its directors, officers, employees, and agents from and against any claims, damages, penalties, or costs (including reasonable legal fees) arising from:
(a) Your breach of these Terms;
(b) Your submission of false or fraudulent Invoice Data;
(c) Your violation of any applicable law, including NRS regulations;
(d) Any third-party claim related to content you uploaded to the Platform.
Term and Termination
14.1 Term
These Terms remain in effect for as long as you maintain an active subscription or account on the Platform.
14.2 Termination by You
You may terminate your account at any time by contacting support. Termination does not entitle you to a refund of prepaid fees.
14.3 Termination by Greena
Greena may suspend or terminate your account immediately and without notice if:
(a) You materially breach these Terms;
(b) We are required to do so by law or regulatory authority;
(c) We reasonably believe your use of the Platform poses a security or legal risk.
14.4 Effect of Termination
Upon termination, your licence to use the Platform ceases. Greena will retain your Invoice Data for the statutory retention period described in Section 6.3. You may request an export of your data within 30 days of termination, after which Greena may delete it at its discretion (subject to statutory retention obligations).
Modifications to These Terms
Greena reserves the right to modify these Terms at any time. We will provide at least 14 days' written notice (by email or in-platform notification) before material changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you may terminate your account before the effective date.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall be resolved as follows:
Negotiation: The parties shall first attempt to resolve the dispute amicably within 30 days of written notice
Mediation: If unresolved, the parties shall submit to mediation under the Lagos Court of Arbitration (LCA) Mediation Rules
Arbitration: If mediation fails, the dispute shall be finally resolved by arbitration seated in Lagos, Nigeria under the LCA Arbitration Rules, with proceedings conducted in English
Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.
General
Clause
Detail
Entire Agreement
These Terms, together with the Privacy Policy and any applicable Service Order, constitute the entire agreement between you and Greena regarding the Platform
Severability
If any provision of these Terms is held unenforceable, the remaining provisions continue in full force
No Waiver
Greena's failure to enforce any right or provision shall not constitute a waiver of that right
Assignment
You may not assign your rights under these Terms without Greena's prior written consent. Greena may assign its rights in connection with a merger, acquisition, or sale of assets
Notices
Legal notices to Greena must be sent in writing to the address below. Notices to you will be sent to the email address on your account
Contact
Green Poplar Services Limited Lagos, Nigeria
Email: legal@greena.ng
Websites: www.greena.com.ng, www.greena.ng
These Terms and Conditions were last updated on 1 July 2026.
By clicking "I agree", creating an account, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.
