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VentrixRMS

Enterprise Master Services & License Agreement

Effective Date: July 29, 2026

This Master Services & License Agreement ("Agreement") governs the deployment, configuration, licensing, and usage of the Ventrix Retail Management System ("Ventrix RMS") for enterprise customers, franchise chains, and merchants operating on self-hosted servers, private cloud infrastructure, or custom branded domains ("Enterprise Merchants").

1. Software License & Deployment Scope

1.1 Grant of License

Subject to the terms of your Enterprise Order Form or Service Level Agreement (SLA), Ventryman Technologies ("Ventrix") grants the Enterprise Merchant a non-exclusive, non-transferable, revocable software license to deploy and operate Ventrix RMS within designated private cloud instances, on-premise servers, or custom web domains.

1.2 Intellectual Property Ownership

Ventrix retains sole and exclusive ownership of all software code, proprietary algorithms, database schemas, system architecture, user interface designs, and registered trademarks comprising Ventrix RMS. Nothing in this Agreement transfers software copyright or underlying IP ownership to the Enterprise Merchant.

2. Direct Payment Gateway Integration & Independent Financial Flow

2.1 Direct Merchant Gateway Integration

Unlike multi-tenant SaaS subscription plans, Enterprise Merchants operating on custom domains or dedicated infrastructure configure their own direct payment gateway credentials (including direct Paystack API keys, direct Hubtel merchant accounts, or bank API integrations).

2.2 Direct Funds Flow & Zero Ventrix Escrow

  • Direct Settlement: All customer payments, credit card transactions, and Mobile Money collections conducted on Enterprise Merchant storefronts flow directly from the buyer to the Enterprise Merchant’s own merchant bank account or Mobile Money wallet.
  • No Ventrix Intermediary: Customer transaction funds do not pass through Ventrix bank accounts, subaccounts, or platform escrow systems.
  • No Sales Commission: Transactions processed via direct merchant payment gateways are exempt from standard Ventrix SaaS platform sales commissions (e.g. 5.0%, 3.5%, 2.5%), as Enterprise billing is governed solely by the negotiated annual software SLA and support agreement.

3. Financial Liability Release & Disclaimer of Escrow Accountability

3.1 Disclaimer of Financial & Transactional Liability

Ventrix acts strictly as an application software provider for Enterprise Merchants utilizing direct payment credentials. Ventrix is not a payment processor, payment facilitator, bank, money transmitter, or escrow agent for transactions processed under direct merchant credentials.

3.2 Merchant Accountable for Refunds, Disputes & Chargebacks

The Enterprise Merchant is 100% legally and financially accountable for:

  • Fulfilling all buyer orders, shipping obligations, and service commitments.
  • Processing customer refunds, order cancellations, and return claims.
  • Handling payment chargebacks, fraudulent transaction disputes, and gateway processing fees incurred on their direct payment credentials.
  • Complying with consumer protection laws, tax withholding, and local commerce regulations in their operating jurisdictions.

3.3 Indemnification

The Enterprise Merchant agrees to defend, indemnify, and hold harmless Ventrix, its directors, officers, employees, and affiliates from any third-party claims, buyer disputes, financial losses, regulatory fines, or legal actions arising out of products sold, payments collected, or fulfillment failures occurring on the Enterprise Merchant’s storefronts.

4. Custom Domain & Storefront Compliance

4.1 Merchant Terms & Buyer Notices

Enterprise Merchants operating under custom domains (e.g., shop.yourretailer.com) must publish their own independent Storefront Terms of Sale, Privacy Policy, and Refund Policy.

4.2 Platform Telemetry & Software License Verification

Ventrix software deployed on private cloud or on-premise servers includes secure license verification telemetry to validate software activation, security patch compliance, and authorized store branch counts. Enterprise Merchants agree not to tamper with, reverse engineer, or disable license verification protocols.

5. Software Maintenance, Support & Data Sovereignty

5.1 Service Level Agreement (SLA)

Software maintenance, version upgrades, emergency security patches, and 24/7 dedicated support availability are provided in accordance with the Enterprise Merchant’s active written SLA.

5.2 Data Sovereignty & Ownership

The Enterprise Merchant retains 100% ownership and control over all business data, inventory records, customer databases, and transactional history generated within their Ventrix RMS instance. Upon contract termination, Ventrix will assist in exporting all merchant data in standard formats (JSON/CSV/SQL).

6. Contact & Enterprise Legal Inquiries

For inquiries regarding Enterprise licensing, custom SLA agreements, or data processing contracts, contact our Enterprise Legal Team: