Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Reciiva Technologies Limited ("Reciiva", "we", "us", or "our"), the operator of the Reciiva Liquidity Marketplace accessible at app.reciiva.com and associated domains (collectively, the "Platform").

By registering for an account, accessing, or using the Platform in any capacity — whether as a Supplier, Anchor, Lender, or Administrator — you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform.

Where 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, and "you" and "your" will refer to that entity.

2. Definitions

3. Eligibility

To use the Platform, you must:

• Be a duly registered business entity (RC number required for Suppliers, Anchors, and institutional Lenders) or an adult individual of at least 18 years of age (for individual Lenders);
• Possess a valid Bank Verification Number (BVN) and Tax Identification Number (TIN) where applicable;
• Not be subject to any sanctions, regulatory prohibition, or court order that would prevent you from entering into financial transactions;
• Not have had a prior Reciiva account suspended or permanently terminated for cause; and
• Have full legal capacity to enter into binding contracts under the laws of the Federal Republic of Nigeria.

Reciiva reserves the right to decline registration or revoke access at any time where it determines, in its sole discretion, that an applicant does not satisfy these requirements or that continued access poses a compliance, fraud, or reputational risk.

4. Permitted Use

Your right to access and use the Platform is personal, non-transferable, non-exclusive, and revocable. Subject to these Terms and applicable law, you are permitted to:

• Submit, manage, and track invoices through the Platform (Suppliers);
• Review and validate invoices that reference your purchase orders (Anchors);
• Review eligible invoices, make financing offers, and manage your portfolio (Lenders);
• Upload documents required for KYC, invoice validation, or credit assessment;
• Access dashboards, analytics, and reports relevant to your role; and
• Communicate with other Users through Platform-provided comment threads.

4.1 Prohibited Conduct

You must not, and must not attempt to:

• Submit false, fabricated, altered, or duplicate invoices or supporting documents;
• Misrepresent your identity, corporate status, financial position, or the nature of an underlying transaction;
• Use the Platform for any unlawful purpose, including money laundering, fraud, or financing of any prohibited activity;
• Access any account, data, or system component that you are not authorised to access;
• Reverse-engineer, decompile, scrape, or otherwise attempt to extract source code, data models, or proprietary algorithms from the Platform;
• Introduce malware, viruses, or any code designed to damage, intercept, or disrupt the Platform;
• Use automated tools (bots, scrapers, crawlers) to interact with the Platform without prior written consent;
• Circumvent, disable, or interfere with any security, rate-limiting, or access control mechanism;
• Reproduce, redistribute, or resell any part of the Platform or its data without written authorisation; or
• Encourage, assist, or facilitate any third party to do any of the above.

4.2 Compliance with Law

You are solely responsible for ensuring your use of the Platform complies with all applicable laws and regulations, including but not limited to the Companies and Allied Matters Act (CAMA) 2020, Central Bank of Nigeria (CBN) guidelines on digital finance, the Nigeria Data Protection Act (NDPA) 2023, and any sector-specific regulation governing your business activities.

4.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify Reciiva immediately at legal@reciiva.com upon becoming aware of any unauthorised access or suspected breach.

5. User-Generated Content

5.1 Your Content

The Platform allows you to upload, submit, and share Content including invoices, purchase orders, identity documents, bank statements, comments, and other business records ("User Content"). You retain ownership of your User Content.

5.2 Licence to Reciiva

By submitting User Content to the Platform, you grant Reciiva a non-exclusive, royalty-free licence to store, process, display, and transmit that Content solely to the extent necessary to provide the Platform's services — including sharing Content with other Users who have a legitimate need to review it as part of the invoice financing workflow (e.g. Anchors reviewing invoices, Lenders reviewing credit documents).

5.3 Accuracy Warranty

You represent and warrant that:

• You have all rights necessary to submit the User Content;
• The User Content is accurate, complete, and not misleading;
• The invoices you submit represent genuine, undisputed trade debts arising from actual transactions; and
• You have not assigned, pledged, or otherwise encumbered the receivables underlying any submitted invoice to any third party.

5.4 Reciiva's Rights Over Content

Reciiva may, without prior notice, remove, flag, or restrict access to any User Content that it reasonably believes violates these Terms, is fraudulent, is the subject of a legal dispute or regulatory inquiry, or poses a risk to the integrity of the Platform or its Users. Reciiva may also share User Content with regulators, law enforcement, or competent courts where required by law.

5.5 No Off-Platform Solicitation

You must not use any communication feature of the Platform to solicit other Users for services, transactions, or business relationships outside the Platform, or to transmit unsolicited commercial messages.

6. Account Termination

6.1 Termination by You

You may request closure of your account at any time by contacting legal@reciiva.com. Account closure will not be processed while you have outstanding obligations on the Platform, including unfunded invoices in an active offer process, unpaid repayments, or unresolved disputes.

6.2 Termination by Reciiva

Reciiva may suspend or permanently terminate your account, with or without prior notice, in any of the following circumstances:

• You breach any provision of these Terms;
• You provide false, fraudulent, or materially misleading information during registration or in the course of using the Platform;
• You fail to complete or maintain satisfactory KYC verification;
• Your account shows signs of fraudulent, abusive, or suspicious activity;
• You become insolvent, enter administration, receivership, or any analogous process;
• Reciiva is required to do so by applicable law, regulation, or court order; or
• Reciiva determines in its sole discretion that your continued access is contrary to the interests of the Platform, other Users, or the public.

6.3 Effects of Termination

Upon termination:

• Your right to access the Platform ceases immediately;
• Any pending invoice submissions, offers, or funding transactions will be handled at Reciiva's discretion in accordance with these Terms and applicable law;
• All fees, repayments, and other amounts owed by you remain immediately due and payable; and
• Provisions of these Terms that by their nature survive termination (including Sections 5, 8, 9, and 10) shall continue in full force.

6.4 Data Retention Post-Termination

Reciiva will retain your data after account closure for a minimum of seven (7) years in compliance with Nigerian financial record-keeping obligations and as described in our Privacy Policy.

7. Right to Modify

7.1 Changes to These Terms

Reciiva reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where practicable, notify registered Users by email or in-platform notification at least fourteen (14) days before the changes take effect.

Your continued use of the Platform after the revised Terms take effect constitutes your acceptance of the changes. If you do not agree to revised Terms, you must stop using the Platform and request account closure before the effective date.

7.2 Changes to the Platform

Reciiva may, at any time and without liability:

• Add, modify, suspend, or remove any feature, functionality, or section of the Platform;
• Change Platform Fees with thirty (30) days' written notice to affected Users;
• Suspend access for scheduled or emergency maintenance; or
• Discontinue the Platform entirely, in which case Reciiva will provide at least ninety (90) days' notice and cooperate in the orderly wind-down of active financing arrangements.

7.3 Fee Change Grandfathering

Any change to Platform Fees applies only to transactions initiated after the effective date of the fee change. Transactions already at the offer-accepted or funded stage at the time of a fee change will be settled under the fee schedule in effect when the offer was accepted.

8. Liability Disclaimer

8.1 Platform Provided "As Is"

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RECIIVA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.2 No Financial Advice

Nothing on the Platform constitutes financial, investment, legal, tax, or regulatory advice. Credit scores, risk ratings, AI-generated credit memos, and scoring outputs are informational tools only. They do not constitute a recommendation to fund, reject, or take any other action in respect of an invoice. Lenders and Suppliers must independently assess all transactions and seek their own professional advice.

8.3 No Guarantee of Outcomes

Reciiva does not guarantee that:

• Invoices submitted will be funded;
• Offers made will be accepted;
• Repayments will be received on time or at all;
• Credit scores or fraud flags will detect all risks; or
• The Platform will be available without interruption, error, or data loss.

Reciiva is a marketplace facilitator and is not a party to financing transactions between Suppliers and Lenders.

8.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECIIVA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU TO RECIIVA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) FIFTY THOUSAND NAIRA (₦50,000).

8.5 Exclusion of Consequential Losses

IN NO EVENT WILL RECIIVA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION — EVEN IF RECIIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.6 Third-Party Services

The Platform integrates with third-party services including payment infrastructure, cloud storage, identity verification providers, and AI services. Reciiva is not responsible for the availability, accuracy, or conduct of these third-party services.

8.7 Indemnification

You agree to indemnify, defend, and hold harmless Reciiva and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) your breach of these Terms; (c) any User Content you submit; (d) your violation of any third-party right; or (e) any fraudulent, negligent, or unlawful act or omission by you.

9. Dispute Resolution

9.1 Informal Resolution First

Before initiating any formal proceeding, you agree to first contact Reciiva at legal@reciiva.com and describe your dispute in reasonable detail. Reciiva will acknowledge your notice within five (5) business days and attempt in good faith to resolve the matter informally within thirty (30) days of acknowledgement. Completing this informal process is a condition precedent to filing any formal claim.

9.2 Binding Arbitration

If a dispute is not resolved informally within the period specified in Section 9.1, either party may refer the dispute to binding arbitration administered under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria. The arbitration shall be conducted:

• In Lagos, Nigeria;
• In the English language;
• Before a sole arbitrator agreed upon by both parties, or — failing agreement within ten (10) business days — appointed by the Lagos Court of Arbitration; and
• In accordance with the Lagos Court of Arbitration Rules then in effect.

The arbitral award shall be final and binding. Judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator orders otherwise.

9.3 Exceptions to Arbitration

Notwithstanding Section 9.2, either party may seek urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm — including but not limited to fraud, data breach, or infringement of intellectual property rights. Such court proceedings do not waive the right to arbitration for the underlying dispute.

9.4 No Class Actions

All disputes must be resolved on an individual basis. You waive any right to bring or participate in any class, collective, consolidated, or representative action or arbitration proceeding against Reciiva.

9.5 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. To the extent any dispute is subject to court proceedings (pursuant to Section 9.3 or otherwise), the parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

9.6 Time Limitation on Claims

Any claim arising out of or related to these Terms or the Platform must be brought within twelve (12) months of the date on which the claimant knew, or reasonably ought to have known, of the facts giving rise to the claim. Claims not brought within this period are permanently barred.

10. General Provisions

10.1 Intellectual Property

All intellectual property in the Platform — including its software, design, trademarks, trade names, logos, and proprietary data — belongs to Reciiva or its licensors. Nothing in these Terms grants you any right, title, or interest in that intellectual property beyond the limited licence to use the Platform described herein.

10.2 Severability

If any provision of these Terms is found by a competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it shall be severed. The remaining provisions shall continue in full force and effect.

10.3 No Waiver

Reciiva's failure to enforce any right or provision of these Terms at any time shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of Reciiva.

10.4 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms applicable to specific features, constitute the entire agreement between you and Reciiva with respect to the Platform and supersede all prior agreements, representations, and understandings.

10.5 Assignment

You may not assign or transfer any rights or obligations under these Terms without Reciiva's prior written consent. Reciiva may assign its rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of its assets, and will notify you of such assignment.

10.6 Force Majeure

Reciiva shall not be liable for any delay or failure in performance resulting from causes outside its reasonable control, including acts of God, government actions, war, civil unrest, network or telecommunications failures, or power outages. Reciiva will notify affected Users as soon as practicable and use reasonable efforts to restore service.

10.7 Contact