Terms of Service

1. Acceptance of terms

These Terms of Service ("Terms") govern your access to and use of the Reciiva Liquidity Marketplace (the "Platform"), operated by Reciiva ("Reciiva", "we", "our", or "us"). By registering for an account or using the Platform in any way, you agree to be bound by these Terms and our Privacy Policy, incorporated here by reference.

If you are accepting 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.

2. Nature of the Platform — marketplace only

Reciiva operates solely as a technology marketplace and facilitator. Reciiva is not a bank, lender, financial institution, or credit provider. Reciiva does not provide financing, extend credit, or deploy capital on the Platform. All financing is provided exclusively by independent third-party lenders and investors who have registered on the Platform and agreed to their own facility terms. Reciiva's role is limited to: connecting participants; operating the invoice scoring and validation pipeline; facilitating offer and settlement workflows; and providing analytics and compliance tools.

Nothing in these Terms or on the Platform constitutes an offer or commitment by Reciiva to finance any invoice, purchase order, or trade receivable. Reciiva does not guarantee that any invoice submitted will receive a financing offer.

3. Eligibility

To use the Platform you must:

• Be a duly registered business entity or a natural person of at least 18 years of age.
• Be incorporated or resident in Nigeria (or an approved jurisdiction for lenders/investors).
• Provide accurate, complete, and up-to-date registration information.
• Not be on any sanctions list or subject to a regulatory prohibition from conducting financial transactions.

4. Account registration and security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us at hello@reciiva.com if you suspect any unauthorised access. Reciiva is not liable for losses resulting from unauthorised use of your account where you have failed to keep credentials secure.

We may suspend or terminate your account if we believe your credentials have been compromised, your account is being used fraudulently, or you have violated these Terms.

5. KYC, AML, and identity verification

All Platform participants must complete Know Your Customer ("KYC") checks as required by the Central Bank of Nigeria ("CBN") and applicable Anti-Money Laundering ("AML") regulations. You consent to Reciiva verifying your identity through CAC, BVN, TIN, and other licensed verification services. Providing false or misleading information during KYC is a ground for immediate account termination and may constitute a criminal offence.

6. Supplier obligations

As a supplier, you represent and warrant that:

• Every invoice you submit on the Platform represents a genuine, undisputed, and validly assigned trade receivable arising from goods or services actually delivered or contractually committed to under a confirmed purchase order.
• Every Local Purchase Order (LPO) you submit for financing represents a genuine, confirmed purchase order from a real buyer. The LPO must not be fabricated, inflated, or submitted without the buyer's knowledge and authority.
• You hold full legal title to each invoice or LPO-backed receivable at the time of submission and have not previously assigned, pledged, or encumbered it to any third party.
• All invoice and LPO details (amounts, dates, debtor identity, line items) are accurate and not fabricated or inflated.
• You will notify Reciiva immediately if any submitted invoice or LPO is disputed, cancelled, reversed, or becomes uncollectable.
• You acknowledge that upon accepting a lender's financing offer, your receivable is assigned to that lender and the anchor buyer will be notified by Notice of Assignment to redirect payment directly to the lender. You must not collect payment from the anchor buyer after assignment.

Submitting a false, duplicated, inflated, or previously assigned invoice or LPO constitutes fraud and will be reported to the appropriate law enforcement authorities.

7. Anchor buyer obligations

As an anchor buyer, you agree to:

• Validate or reject invoices and LPOs submitted against your purchase orders in good faith and within the validation window communicated to you.
• Ensure the procurement contact details you provide for off-platform validation are accurate and belong to an authorised representative of your organisation.
• Upon receipt of a Notice of Assignment — delivered at the point a supplier's invoice is funded by a lender — acknowledge that all payment obligations for that invoice are owed directly to the funding lender and not to the supplier. You must redirect payment to the lender and must not settle the invoice directly with the supplier after the Notice of Assignment has been issued.
• Honour all repayment obligations to funding lenders on the agreed maturity date.
• Not collude with suppliers to submit inflated, fictitious, or duplicate invoices or LPOs.

8. Lender and investor obligations

As a lender or investor, you agree to:

• Fund invoices only with capital that is legally yours to deploy and is not derived from criminal activity.
• Understand and accept the open marketplace model: once an invoice is marked eligible, all active institutional lenders on the Platform are simultaneously notified and may submit financing offers. Multiple lenders may hold concurrent open offers on the same invoice at the same time. Offers are non-exclusive — Reciiva makes no guarantee of exclusivity or priority to any lender. When a supplier accepts one offer, all other open offers on that invoice are automatically declined.
• Send offers and competitive bids in good faith and not engage in bid manipulation or coordinated suppression of competing offers.
• Comply with all applicable CBN regulations governing lending and investment activities.
• Acknowledge that individual investor deal management is handled by Reciiva admin on the investor's behalf and accept the terms of any applicable facility agreement.

9. Competitive marketplace funding rounds

Certain eligible invoices may be placed into a competitive marketplace funding round by a Reciiva administrator. The following rules apply:

• Funding rounds run for a fixed period set at the time of opening. Bids may be submitted or revised at any time before the round closes.
• A lender may withdraw their bid before the round closes. Withdrawn bids cannot be reinstated.
• When the round closes (at deadline or by administrator action), the supplier reviews all bids and selects the winning bid. The supplier is not obligated to accept any bid.
• On acceptance of the winning bid, all other bids are automatically declined and the invoice proceeds to funding. The winning lender is bound to fund on the accepted terms.
• Reciiva may reopen a closed funding round with no accepted bid at its discretion, clearing all prior bids and setting a new deadline.
• Reciiva does not guarantee that any funding round will result in a funded invoice.

10. LPO financing

Suppliers may submit Local Purchase Orders (LPOs) for financing prior to invoice issuance. The following additional terms apply to LPO-backed transactions:

• An LPO submitted on the Platform must represent a confirmed, written purchase commitment from a genuine buyer. Fabricating or misrepresenting an LPO is fraud.
• The LPO financing process requires buyer validation. By submitting an LPO with a buyer's procurement email, you authorise Reciiva to contact that buyer for validation purposes.
• Reciiva's validation of an LPO does not constitute a guarantee that the underlying trade will be completed or that a lender will finance it.
• Once a buyer validates an LPO and it is converted to an invoice, all supplier obligations under Section 6 of these Terms apply fully to that invoice.
• If a buyer rejects an LPO, the submission is closed and no financing is possible on that LPO. The supplier may resubmit with corrected details.

11. Platform fees

Reciiva charges platform fees as disclosed in your account dashboard and agreed facility documentation. Fees vary by product type and participant category and are communicated to each participant at onboarding and upon any change. In general:

• Supplier platform fee — a percentage of the advance amount, deducted from advance proceeds. The effective rate may be reduced through the referral programme.
• Lender platform fee — a percentage of gross interest earned on each funded deal (applicable to standard Invoice Discounting and Extended Terms). The exact rate applicable to each lender is specified in the lender's facility documentation. Early Payment and Reverse Factoring carry no platform fee to the lender.
• Anchor buyers — no platform fee on standard invoice discounting. Fees may apply to Early Payment programme setup as disclosed at enrolment.

Fees are subject to change with 30 days' written notice. VAT and applicable taxes are the responsibility of the receiving party.

12. Assignment of receivables and Notice of Assignment

By accepting a lender's financing offer, a supplier irrevocably assigns to that lender all rights, title, and interest in the funded receivable, including the right to collect payment from the anchor buyer at maturity. This assignment is made under the principles of assignment of choses in action recognised under Nigerian contract and commercial law.

At the point of funding, Reciiva will issue a Notice of Assignment to the anchor buyer as formal written notice of the assignment. The anchor buyer is required to acknowledge receipt and to redirect all payment due on that invoice directly to the funding lender. Failure to do so constitutes a breach of the anchor buyer's obligations under these Terms.

13. Credit scoring and AI assessments

The Platform uses a supplier health scoring model and AI-powered credit memos to assist human reviewers. The health score draws on repayment history, invoice quality, platform activity, document compliance, and anchor concentration. AI credit memos analyse bank statements, cashflow trends, and anchor payment behaviour. These tools produce recommendations, not binding decisions.

Reciiva also operates an AI Copilot ("Karl") that answers questions about the Platform using your role-scoped account data as context. Karl's responses are informational only and do not constitute financial, legal, investment, or tax advice. Reciiva is not liable for any decision made in reliance on Karl's outputs. You should seek independent professional advice before making significant financial decisions.

Reciiva makes no warranty that credit scores, AI credit memos, or Karl's responses are accurate, complete, or suitable for any particular purpose. All credit decisions are subject to final human review by Reciiva's administrators. You may request an explanation of any credit assessment by contacting us.

14. Fraud detection

Reciiva operates automated fraud detection that screens every invoice and LPO submission. Fraud flags are reviewed by Reciiva's compliance team and may result in invoice rejection, account suspension, or referral to law enforcement. You acknowledge and consent to this monitoring as a condition of use.

15. Platform messaging

The Platform provides a private per-invoice messaging function that allows lenders and suppliers to communicate directly in the context of a specific invoice. You agree to use this feature only for legitimate commercial communications related to the relevant transaction. You must not use it to harass, threaten, or discriminate against other users. Reciiva administrators have oversight access to all message threads for compliance and dispute resolution purposes.

16. Prohibited activities

You must not:

• Submit fictitious, inflated, or previously assigned invoices or LPOs.
• Provide false information during registration or KYC.
• Attempt to circumvent rate limits, security controls, or fraud detection systems.
• Use the Platform for money laundering, terrorism financing, or any illegal activity.
• Access or attempt to access other users' accounts or data.
• Reverse-engineer, decompile, or copy any part of the Platform.
• Resell or sublicense access to the Platform without written authorisation.
• Use the Platform messaging function for non-transactional, harassing, or abusive communications.

17. Intellectual property

The Platform and all its content — including the scoring engine, AI models, UI design, branding, and documentation — are owned by Reciiva or its licensors and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Platform solely for its intended purpose. No other rights are granted.

18. Confidentiality

Each party agrees to keep confidential all non-public information shared by the other in connection with the Platform, including credit assessments, offer terms, lender fee rates, and counterparty financial data. This obligation survives termination of your account for 5 years.

19. Limitation of liability

To the fullest extent permitted by Nigerian law, Reciiva's total liability to you for any claim arising from or related to these Terms or the Platform shall not exceed the greater of: (a) the total platform fees you paid to Reciiva in the 12 months preceding the claim, or (b) ₦100,000.

Reciiva is not liable for: indirect, incidental, or consequential losses; loss of profits or revenue; failure of AI outputs to predict actual credit performance; losses arising from third-party verification API outages; losses resulting from your breach of these Terms; or losses arising from the independent decisions of lenders, suppliers, or anchor buyers on the Platform.

20. Indemnification

You agree to indemnify and hold harmless Reciiva, its directors, officers, and employees from any claims, losses, damages, or expenses (including legal fees) arising from: your breach of these Terms; your submission of false or fraudulent invoices or LPOs; or your violation of applicable law.

21. Suspension and termination

Reciiva may suspend or terminate your account at any time for breach of these Terms, suspected fraud, or regulatory requirement, with or without prior notice. Upon termination, your right to use the Platform ceases immediately. Outstanding financial obligations survive termination.

You may close your account at any time by contacting us, subject to settlement of all outstanding funded invoices and fees.

22. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising from these Terms shall first be subject to good-faith negotiation for 30 days. If unresolved, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act (as amended) in Lagos, Nigeria. Nothing in this clause prevents either party from seeking urgent injunctive relief from a competent court.

23. Regulatory compliance

Reciiva operates in accordance with CBN guidelines on electronic banking, fintech operations, and marketplace lending. Users are responsible for their own compliance with all applicable regulations including FIRS tax obligations, CBN capital requirements (for lenders), and CAMA 2020 obligations (for registered entities).

24. Changes to these terms

We may update these Terms from time to time. Material changes will be communicated by email at least 30 days before the effective date. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

25. Contact

For legal and contractual queries:
Email: legal@reciiva.com
Postal: Legal, Reciiva, Yaba, Lagos, Nigeria.