RIOS

Terms of Service

RIOS (Risk Intelligence Operating System)

Last updated: June 2026

These Terms of Service constitute a legally binding agreement between your organization ("Client", "you", or "your") and RIOS Technologies Ltd. ("RIOS", "we", "us"). By accessing the RIOS platform, you confirm that you have authority to bind your organization and that you accept these Terms in full.

1. Definitions

For the purposes of these Terms:

  • "Platform" means the RIOS Risk Intelligence Operating System, including all software, dashboards, media intelligence modules, sentiment analysis engines, risk scoring systems, incident detection tools, reports, mapping engines, and associated services.
  • "Client" means the organization that has registered for or subscribed to the RIOS Platform.
  • "User" means any individual authorized by the Client to access the Platform on its behalf.
  • "Client Data" means all ESG, operational, organizational data, and monitored asset information submitted by the Client or its Users to the Platform.
  • "Media Data" means news articles, social media posts, regulatory updates, and other publicly available content collected and analyzed by the Platform for risk intelligence purposes.
  • "Subscription" means the Client's active service plan as agreed in the applicable Order Form or Subscription Agreement.
  • "Frameworks" means ESG and sustainability reporting standards including GRI Standards, IFRS S1/S2, SASB, TCFD, NUPRC, and NESREA requirements.

2. Platform Access & License

2.1 Grant of License

Subject to the Client's compliance with these Terms and payment of applicable Subscription fees, RIOS grants the Client a non-exclusive, non-transferable, revocable license to access and use the Platform solely for the Client's internal ESG reporting, media intelligence monitoring, sentiment analysis, operational risk management, incident detection, and compliance purposes during the Subscription term.

2.2 Authorized Users

The Client is responsible for designating authorized Users, managing their access credentials, and ensuring all Users comply with these Terms. The Client shall promptly revoke access for any User who leaves the organization or whose authorization is withdrawn.

2.3 Prohibited Uses

The Client and its Users shall not:

  • Reverse engineer, decompile, or attempt to extract the source code of the Platform.
  • Resell, sublicense, or provide access to the Platform to any third party without prior written consent.
  • Use the Platform to process data for any entity other than the Client without authorization.
  • Circumvent, disable, or interfere with any Platform security feature or access control.
  • Submit false, misleading, or fabricated ESG data through the Platform.
  • Use the Platform for any unlawful, fraudulent, or regulatory non-compliant purpose.

3. Client Data & Ownership

3.1 Client Retains Ownership

All Client Data submitted to the Platform remains the sole property of the Client at all times. RIOS claims no ownership over Client Data.

3.2 License to Process

The Client grants RIOS a limited, non-exclusive license to process, store, and use Client Data solely to deliver the Platform's services, including ESG mapping, report generation, compliance analysis, and platform improvements.

3.3 Data Accuracy

The Client warrants that all data submitted to RIOS is accurate, complete, and lawfully obtained. RIOS is not responsible for errors in reports, disclosures, or compliance outputs arising from inaccurate or incomplete Client Data.

3.4 Data Portability on Exit

Upon termination of the Subscription, the Client may request an export of all Client Data within 30 days. After this period, RIOS may delete the data in accordance with its data retention policy, unless a longer retention period is legally required.

4. Platform Availability & Support

4.1 Uptime Commitment

RIOS targets a platform availability of 99.5% per calendar month, excluding scheduled maintenance windows. Planned maintenance will be communicated at least 48 hours in advance via in-platform notice or email.

4.2 Support Services

RIOS provides technical support to authorized organizational administrators via email during Nigerian business hours (Monday–Friday, 8AM–6PM WAT). Response time targets are outlined in the applicable Subscription Agreement.

4.3 Platform Evolution

RIOS continuously develops the Platform. Features, interfaces, and supported frameworks may be updated, added, or retired. Where a material change may affect active workflows, RIOS will provide at least 14 days' advance notice.

5. ESG Framework Mapping: Important Disclaimer

CRITICAL NOTICE: The RIOS Framework Mapping Engine is a decision-support tool. Its outputs do not constitute legal, financial, or regulatory advice. Clients are responsible for independently verifying all ESG disclosures before submission to regulators, investors, or public stakeholders.

ESG reporting frameworks (GRI, IFRS S1/S2, SASB, TCFD, etc.) evolve continuously. RIOS endeavors to maintain current mappings but cannot guarantee real-time alignment with every regulatory update. Clients operating in regulated sectors (oil & gas, energy, manufacturing) should consult qualified ESG practitioners for final disclosure validation.

6. Fees, Payment & Subscription

6.1 Subscription Fees

Platform access is subject to Subscription fees as specified in the applicable Order Form. Fees are invoiced in advance on a monthly or annual basis, as agreed.

6.2 Payment Terms

Invoices are due within 14 days of issuance. Late payments may attract interest at 2% per month on outstanding balances. RIOS reserves the right to suspend access to the Platform for accounts overdue by more than 30 days, following written notices.

6.3 Refunds

Subscription fees are non-refundable except where expressly required by applicable Nigerian law, or where the Platform has been unavailable beyond the SLA threshold for a sustained period as documented in the Subscription Agreement.

6.4 Pricing Changes

RIOS reserves the right to revise pricing at each Subscription renewal cycle. Clients will be notified at least 30 days before a new pricing structure takes effect.

7. Intellectual Property

7.1 RIOS IP

The Platform including its Framework Mapping Engine, Data Normalization Layer, Risk & Compliance Engine, all software, algorithms, report templates, and interface designs is the exclusive intellectual property of RIOS Technologies Ltd. These Terms do not transfer any ownership rights in the Platform to the Client.

7.2 Feedback

If the Client provides suggestions, feedback, or ideas for Platform improvement, RIOS may implement such feedback without obligation or compensation. The Client waives any IP claims over such contributions.

7.3 Report Outputs

ESG reports, disclosures, and dashboards generated by the Platform using Client Data are owned by the Client. RIOS may retain anonymized, aggregated metadata for research and product improvement purposes.

8. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party in connection with the Platform services, including business strategies, technical architecture, pricing, and Client Data. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

This confidentiality obligation survives termination of these Terms for a period of three (3) years.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

  • RIOS's total aggregate liability to the Client for any claims arising under these Terms shall not exceed the total Subscription fees paid by the Client in the 12 months preceding the claim.
  • RIOS shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or reputational harm, even if advised of the possibility of such damages.
  • RIOS shall not be liable for losses arising from the Client's use of Platform outputs for regulated disclosures without independent professional validation.

10. Warranties & Disclaimers

The Platform is provided "as-is" and "as-available". RIOS warrants that:

  • The Platform will materially perform in accordance with its documentation.
  • Reasonable technical and organizational security measures will be maintained.
  • RIOS will comply with applicable data protection laws in its processing of Client Data.

RIOS expressly disclaims all other warranties, including implied warranties of merchantability, fitness for a particular regulatory purpose, or guarantee of compliance outcomes.

11. Term & Termination

11.1 Subscription Term

These Terms remain in effect for the duration of the Client's active Subscription and renew automatically unless either party provides 30 days' written notice of non-renewal before the end of the current term.

11.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

  • The other party materially breaches these Terms and fails to cure within 14 days of written notice.
  • The other party becomes insolvent, enters administration, or ceases to trade.

11.3 Effect of Termination

Upon termination: (a) all licenses granted under these Terms cease; (b) the Client must cease all use of the Platform; (c) each party must return or destroy the other's confidential information upon request; and (d) RIOS will make Client Data available for export for 30 days before permanent deletion.

12. Compliance with Laws

The Client is solely responsible for ensuring that its use of the RIOS Platform, and any ESG disclosures generated through it, complies with all applicable laws, regulations, and industry standards in the jurisdictions in which it operates, including:

  • Nigerian Upstream Petroleum Regulatory Commission (NUPRC) reporting requirements
  • National Environmental Standards and Regulations Enforcement Agency (NESREA) obligations
  • Securities and Exchange Commission (SEC) Nigeria ESG disclosure expectations
  • Any applicable international investor ESG due diligence requirements

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

In the event of any dispute arising from these Terms, the parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice. If unresolved, disputes shall be referred to arbitration under the Arbitration and Mediation Act 2023 of Nigeria, with proceedings held in Lagos, Nigeria.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, cyberattacks beyond commercially reasonable defenses, governmental actions, or major infrastructure failures, provided that the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

15. General Provisions

Entire Agreement: These Terms, together with any applicable Order Form or Subscription Agreement, constitute the entire agreement between the parties and supersede all prior representations, discussions, or agreements relating to the Platform.

Amendments: RIOS may update these Terms from time to time. Material changes will be communicated with at least 14 days' notice. Continued use of the Platform after the effective date constitutes acceptance.

Severability: If any provision of these Terms is held unenforceable, the remaining provisions continue in full force.

Waiver: Failure to enforce any right under these Terms shall not constitute a waiver of that right.

Assignment: The Client may not assign these Terms or its rights under them without RIOS's prior written consent. RIOS may assign these Terms in connection with a merger or acquisition.

16. Contact for Legal Notices

All formal legal notices, requests, and correspondence should be directed to:

Legal & Compliance, RIOS