Terms & Conditions

1Introduction

This Platform's Terms and Conditions of Use ("Terms") is a legal agreement between you as a customer ("you"), and Vendex Platforms Limited ("Vendex", "we", "our", or "us"). These Terms govern your access to and use of our Services, which include our APIs, web platform, apps (the "Platform"), and related products and services of our connected partners (collectively, the "Services").

These Terms apply in full force and effect to your use of the Services. By using any of the Services, you expressly accept all terms and conditions contained herein in full and without limitation or qualification, including our Privacy Policy and the Integration Agreement.

2Eligibility

By signing on to use our Services, you warrant that you are not a person barred from receiving services under the laws of the applicable jurisdiction.

If you are accepting these Terms and using the Services on behalf of a company, business, or organization, you represent and warrant that you are authorized to do so.

3Age Restriction

Our Services are directed to people aged 18 and above. You are only permitted to use the Services if you are aged 18 or older. We do not knowingly engage with people younger than 18.

If you are a parent or guardian and become aware that your child or ward has provided us with information without your consent, please contact us using the details at the end of these Terms.

4Acceptable Use

You may use our platform only for lawful purposes. You shall not use our platform:

• In any way that breaches any applicable local, national, or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate, or humiliate any person.
• To send, receive, upload, download, use, or re-use any material that does not comply with our content standards.
• To violate any rule or regulation of Visa, MasterCard, Verve, or any other electronic funds transfer network.
• To transmit unsolicited or unauthorized advertising or promotional material (spam).
• To knowingly transmit data containing viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs.

You also agree:

• Not to reproduce, duplicate, copy, or re-sell any part of our platform in contravention of our terms of use.
• Not to access without authority, interfere with, damage, or disrupt any part of our platform, equipment, network, or software used in providing it.

5Restricted Business Categories

You may not use our Services in connection with any product, service, transaction, or activity that relates to transactions involving:

• Personal information of third parties in violation of applicable law.
• Pyramid or ponzi schemes, matrix programs, or "get rich quick" schemes.
• Annuities, lay-away systems, off-shore banking, or debt refinancing funded by a credit card.
• Ammunition, arms, or gambling.

Or products and services including:

• Banned narcotics, steroids, controlled substances, or products that risk consumer safety.
• Counterfeit items, stolen property, or items that infringe on intellectual property rights.
• Illegal drugs or drug paraphernalia.
• Fireworks, destructive devices, or explosives.
• Offensive material, hate speech, or content promoting violence or racial intolerance.
• Unlicensed financial services, stocks, or securities.
• Currency sales without a BDC license, or certain cryptocurrency operations.
• Obscene material, pornography, or certain sexually oriented materials or services.
• Any product or service that is illegal or marketed in a way that creates liability to us.

6Access to the Platform

You are responsible for providing all hardware, software, telephone, or other communications equipment and/or services to connect to the internet and access our platform. You are also responsible for all internet access charges, telephone charges, or other fees incurred in doing so.

7Interactive Services

Where we provide any interactive service, we will provide clear information about the kind of service offered, whether it is moderated, and what form of moderation is used.

We will assess possible risks for users from third parties when they use any interactive service, and will decide in each case whether it is appropriate to use moderation. However, we are under no obligation to oversee, monitor, or moderate any interactive service, and we expressly exclude our liability for any loss or damage arising from use of such a service by you in contravention of our content standards, whether or not the service is moderated.

8Warranty Disclaimer

We try to keep our platform and services available at all times, bug-free and safe. We provide the platform and its content "as is" with no warranty, express or implied, of any kind — including any implied warranty or condition of merchantability, fitness for a particular purpose, availability, security, title, or non-infringement of intellectual property rights.

Without limiting the above, we make no warranty that our platform, products, and services will meet your requirements or that the platform will be 100% fraud-proof, fail-proof, or remain free from interruption, bugs, inaccuracies, or errors. Vendex does not warrant responsibility for any damage that results in loss of data or damage to your computer system.

9Intellectual Property

Unless otherwise stated, we and/or our licensors own the intellectual property rights in all materials on our platform. All text, formatting, graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos, and other materials on the platform are subject to our and/or our licensors' intellectual property rights (collectively, the "Content").

This Content may not be copied, reverse-engineered, decompiled, disassembled, modified, or reposted to other platforms. Nothing on our platform should be construed as granting any license or right to use any trademark without our express written permission.

You agree to take all actions necessary, including executing any documents needed, to further affirm our intellectual property rights.

10License to Use Our Services

We grant you a non-assignable, non-exclusive, and revocable license to use the software provided as part of our Services in the manner permitted by these Terms. This license includes all updates, upgrades, new versions, and replacement software.

The Services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. Nothing in these Terms gives you a right to use our name, trademarks, logos, domain names, or other distinctive brand features. All rights, title, and interest in and to the Services are and will remain our exclusive property.

You agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, or reverse-engineer the software, or attempt to create any source code derived from it.

11Trial Period

We may provide access to the Services for a limited period not exceeding one (1) month as a trial account. We reserve the right to decide on eligibility, duration, and permitted activities, and may withdraw or modify the trial offering at any time without prior notice.

During the Trial Period, the following restrictions apply:

• Transaction Limits: Daily and monthly transaction caps, restrictions on transaction volume, and limits on individual transaction amounts apply and may change at our discretion.
• Service Limitations: Access to full API integration, automated account payables, bulk transactions, and advanced reporting features may be limited. All applicable transaction fees remain in effect.
• Trial Expiration: Upon expiration, you must complete full KYC onboarding to continue without restrictions. Failure to do so may result in suspension or termination of access.

We reserve the right to suspend or terminate a trial account at any time if you have violated these Terms, engaged in suspicious or fraudulent activities, or attempted to circumvent trial restrictions.

12Indemnification

You hereby indemnify us and undertake to keep us, our staff, and affiliates indemnified against any losses, damages, costs, liabilities, and expenses (including reasonable legal fees) arising from any breach by you of any provision of these Terms.

You also undertake to indemnify and hold us harmless from and against any claim, suit, or proceedings brought against us arising from violations of intellectual property or other rights of third parties in relation to your use of the Services.

13Breach of Terms

Without prejudice to other rights under these Terms, any breach may result in us taking measures including but not limited to:

• Suspending or prohibiting your access to the platform and Services.
• Blocking computers using your IP address from accessing our Services.
• Contacting your internet service provider to request that they block your access.
• Issuance of a formal warning to you.
• Legal proceedings for reimbursement of all costs on an indemnity basis resulting from the breach.
• Further legal action against you.
• Disclosure of information to law enforcement authorities as reasonably necessary or required by law.

We exclude our liability for all actions we may take in response to breaches of these Terms.

14Updates & Amendments

We reserve the right to update, modify, change, or revise these Terms from time to time. Changes will not be retroactive. The most current version will always be on this page and will govern our relationship with you.

If a revision is a material change, Vendex will make reasonable efforts to provide at least 7 days' notice before new terms take effect. Where changes are made without prior notice, we will inform you within 48 hours.

By continuing to use our Services after changes become effective, you agree to be bound by the revised Terms.

15Governing Law

The laws of the Federal Republic of Nigeria govern these Terms and all aspects of your relationship with us, without regard to any conflicts of international or cross-border domestic laws or statutes that would otherwise apply the substantive law of another jurisdiction.

16Dispute Resolution

We shall endeavour to use good faith and strive to settle all disputes amicably. Any dispute arising out of these Terms that cannot be settled by mutual agreement or negotiation within 30 days shall be referred to the exclusive jurisdiction of the Nigerian Courts.

17Miscellaneous

If any portion of these Terms is held by any court or tribunal to be invalid or unenforceable, that part shall be severed from these Terms and shall not affect the validity or enforceability of any other part.

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Each party is an independent contractor. Neither party has authority to act on behalf of the other, nor will either party represent itself as agent, servant, franchisee, joint venturer, or legal partner of the other.

18Contact Us

If you have any complaints, feedback, or questions about us, our Services, or these Terms, please reach out to us: