Terms of Service and Platform Usage Policy

1. Introduction and Acceptance of Terms

These Terms of Service and Platform Usage Policy ("Terms") constitute a legally binding agreement between you and RIF Africa, operating as Subpadi, a business entity duly registered in Nigeria under the Corporate Affairs Commission with Registration Number RC 2709434, operating the Subpadi platform at www.subpadi.com.

These Terms govern your access to and use of the Subpadi platform in its entirety, including the website, mobile applications, web applications, application programming interfaces (APIs), all financial and non-financial services, content, features, and functionality made available through the platform (collectively, the "Platform").

By registering for an account, accessing the Platform, clicking to accept or agree to these Terms where that option is made available to you, or by using any part of the Platform in any capacity whatsoever, you unconditionally and irrevocably accept and agree to be bound by these Terms in their entirety, together with our Privacy Policy and any additional terms, guidelines, or policies applicable to specific services which are incorporated into these Terms by reference.

If you are accessing or using the Platform on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you" and "your" in these Terms refer to that entity.

If you do not agree to these Terms in their entirety, you must immediately cease accessing and using the Platform. Your continued use of the Platform following any update or amendment to these Terms constitutes your unconditional acceptance of the revised Terms.

These Terms may be updated at any time. You are responsible for reviewing these Terms periodically to stay informed of any changes. See Section 27 for how we communicate updates.

2. Definitions

• "Account" means the registered user account created on the Platform.
• "Adult Guardian" means a person aged 18 years or above who registers an account on behalf of a minor beneficiary user and accepts full responsibility for that account.
• "Applicable Law" means all laws, regulations, rules, orders, directives, and guidelines applicable to your use of the Platform in your jurisdiction and in Nigeria, including financial services laws, anti-money laundering regulations, data protection laws, and cybercrime legislation.
• "Crypto Asset" or "Virtual Asset" means any digital representation of value that can be digitally traded, transferred, or used for payment, including cryptocurrencies and stablecoins.
• "Enhanced KYC" means the higher level of identity verification required for access to crypto and virtual asset services, including government-issued photo identification and facial liveness verification.
• "Guardian-Managed Account" means an account registered and managed by an Adult Guardian for use by a minor beneficiary user aged 11 to 17.
• "KYC" means Know Your Customer, the identity verification processes applied to individual users.
• "KYB" means Know Your Business, the verification processes applied to corporate users and merchants.
• "Licensed Partners" means the regulated financial institutions and licensed service providers through whom RIF Africa facilitates payment processing, identity verification, virtual asset services, and cross-border payment services.
• "Merchant" means a business entity that has executed a Merchant Agreement with RIF Africa and has been granted API access to the Platform.
• "Minor Beneficiary User" means a person aged 11 to 17 years who uses the Platform under a Guardian-Managed Account.
• "Platform" means the Subpadi website, mobile applications, APIs, and all associated services operated by RIF Africa.
• "Services" means all financial and non-financial services made available through the Platform.
• "Transaction PIN" means the personal identification number set by an Adult Guardian to control transaction access on a Guardian-Managed Account.
• "User", "you", "your" means any individual or entity that accesses or uses the Platform in any capacity.

3. Eligibility and Account Types

3.1 Standard Account (Age 18 and Above)

Any person aged 18 years or above who meets the following conditions may register for a standard account:

• Legally capable of forming a binding contract under applicable law.
• Not listed on any government or international sanctions list.
• Not subject to any legal order prohibiting financial transactions.
• Not barred from using financial services under any applicable law or regulation.
• Resident in a jurisdiction where use of the Platform is not prohibited by law.

3.2 Guardian-Managed Account (Ages 11 to 17)

Persons aged 11 to 17 may use the Platform as Minor Beneficiary Users under a Guardian-Managed Account as described in Section 4. The Minor Beneficiary User is not the contracting party. All contractual obligations are with the Adult Guardian.

3.3 Children Under 11

Children under the age of 11 may access and use the Platform only under the direct and active supervision of an Adult Guardian who is physically present and controlling the device and transaction PIN at all times. RIF Africa does not contract with or accept liability toward persons under 11 in any capacity.

3.4 Politically Exposed Persons

If you are a Politically Exposed Person (PEP) or a close associate or family member of a PEP, you must disclose this status during registration. Access for PEPs is subject to enhanced due diligence and our approval at our sole discretion.

3.5 Corporate Users

Corporate users must be duly incorporated or registered under applicable law and must not be subject to any sanctions or regulatory restrictions. The individual completing registration must have authority to bind the entity.

3.6 Ongoing Eligibility

You must maintain eligibility throughout your use of the Platform. If your eligibility status changes, you must notify us immediately at [email protected].

4. Guardian-Managed Accounts

4.1 How Guardian-Managed Accounts Work

A Guardian-Managed Account is registered and owned by an Adult Guardian. The Adult Guardian completes all registration and KYC requirements in their own name and on their own behalf. The account is then made available to a Minor Beneficiary User aged 11 to 17 under the Guardian's supervision.

The contract for the Guardian-Managed Account is between RIF Africa and the Adult Guardian. RIF Africa does not enter into any contract with the Minor Beneficiary User. The Adult Guardian is the account holder of record for all legal and compliance purposes.

4.2 Adult Guardian Responsibilities

By registering a Guardian-Managed Account, the Adult Guardian:

• Accepts full and sole legal responsibility for all activity conducted on the account, whether by the Guardian or the Minor Beneficiary User.
• Warrants that they have the legal authority to act as guardian for the Minor Beneficiary User.
• Accepts that all KYC verification obligations attach to the Guardian, not the Minor Beneficiary User.
• Agrees to supervise the Minor Beneficiary User's use of the Platform and to ensure compliance with these Terms.
• Accepts liability for all transactions initiated through the account, including transactions initiated by the Minor Beneficiary User.

4.3 Transaction PIN Control

All financial transactions on a Guardian-Managed Account are controlled by a Transaction PIN set exclusively by the Adult Guardian. The Adult Guardian is responsible for:

• Setting a strong and confidential Transaction PIN.
• Deciding when and whether to share the Transaction PIN with the Minor Beneficiary User.
• Updating the Transaction PIN as necessary to manage the Minor Beneficiary User's transaction access.
• All consequences of sharing or not sharing the Transaction PIN with the Minor Beneficiary User.

RIF Africa is not responsible for transactions completed by a Minor Beneficiary User where the Adult Guardian shared the Transaction PIN with that user.

4.4 Transition to Standard Account

When a Minor Beneficiary User reaches the age of 18, the Adult Guardian or the now-adult user may request a transition to a Standard Account. This transition requires the completion of KYC verification in the name of the now-adult user and the execution of a fresh acceptance of these Terms by the now-adult user.

5. Account Registration and Security

5.1 Registration

To access Platform services, you must register and create an Account by providing information that is accurate, current, complete, and not misleading. You must promptly update your Account information whenever it changes.

You may only register one Account unless we have given you express written permission to maintain more than one. You may not create an Account using false identity information.

5.2 Account Credentials

You are solely and exclusively responsible for:

• Maintaining the confidentiality of your login credentials including your password, PIN, and any two-factor authentication codes.
• All activities that occur under your Account, whether or not authorised by you.
• Ensuring you log out of your Account at the end of each session, particularly on shared or public devices.
• Never sharing your credentials with any unauthorised third party.

5.3 Two-Factor Authentication

We strongly recommend enabling two-factor authentication on your Account. Certain transactions may require 2FA as a condition of processing. We are not liable for losses arising from your failure to enable 2FA where it was available.

5.4 Unauthorised Access to Your Account

You must notify us immediately at [email protected] if you become aware of or suspect any unauthorised access to your Account, compromise of your credentials, or fraudulent transaction on your Account.

We will not be liable for any loss arising from your failure to maintain account security or to notify us promptly of any breach.

5.5 Account Accuracy

You must keep your Account information accurate and current. We are not responsible for any failure to deliver notifications or services arising from inaccurate contact information. Where we send a communication to your registered contact details and it is not received due to inaccurate information, we are deemed to have effectively delivered that communication.

6. Identity Verification and KYC

6.1 General Requirement

Access to financial services on the Platform is conditional upon successful completion of identity verification. We are obligated under applicable financial services law to verify the identity of all account holders before granting access to financial services.

6.2 Standard Verification (Tier 1)

All account holders must complete Standard Verification before accessing basic Platform services. This requires:

• Full legal name.
• Date of birth.
• Phone number.
• Bank Verification Number (BVN) verification.
• National Identification Number (NIN) verification.

For Guardian-Managed Accounts, Standard Verification is completed by and in the name of the Adult Guardian.

6.3 Enhanced Verification (Tier 2)

Enhanced Verification is required for access to virtual asset services, cross-border payment services, and higher transaction limits. In addition to Standard Verification, this requires:

• Upload of a valid government-issued photo identification document. Accepted documents are: National ID Card, International Passport, Driver's Licence, or Permanent Voter's Card.
• Facial liveness verification matched against the uploaded identification document.
• Confirmation of source of funds for virtual asset transactions above specified thresholds.

6.4 Corporate Verification (KYB)

Business and corporate accounts require KYB verification including:

• Certificate of Incorporation or business registration certificate.
• Memorandum and Articles of Association or equivalent.
• Valid identification for all directors and beneficial owners holding 10% or more.
• Proof of business address not older than three months.
• Tax Identification Number.
• Business bank account details.
• Any additional documentation we reasonably require.

6.5 Ongoing Verification

We reserve the right to request additional verification at any time. Failure to provide requested verification within the specified timeframe may result in suspension or restriction of your Account.

6.6 Verification Decisions

We reserve the right to decline to verify any user or to limit access to certain services based on verification outcomes, without providing reasons, where such decisions are made in compliance with our compliance obligations or at the direction of our licensed partners or applicable authorities.

7. Platform Services

7.1 Overview of Services

Subpadi provides a digital utility and financial services platform offering the following services, subject to eligibility, verification, and availability:

Utility and Telecommunications Services:

• Airtime top-up for supported mobile network operators.
• Data bundle subscriptions.
• Electricity token purchases for prepaid meters.
• Cable TV subscription renewals.
• Other bill payment and utility services as made available from time to time.

Virtual Asset Services:

• Crypto asset deposit and receipt.
• Crypto asset swap and conversion to supported stablecoins.
• Stablecoin-to-local currency conversion and withdrawal to verified bank accounts.
• Use of stablecoin balances for utility payments on the Platform.

Cross-Border Payment Services:

• Receipt and disbursement of payments across supported markets in Nigeria, Ghana, and other regions where our services are available.
• Stablecoin-to-fiat conversion and local currency payout to bank accounts and mobile money wallets in supported countries.
• Fiat-to-stablecoin conversion for cross-border settlement purposes.

All payment, virtual asset, and cross-border payment services are facilitated through our licensed infrastructure partners who hold applicable regulatory authorisations in Nigeria and in other jurisdictions where our services operate.

7.2 Service Availability

We make reasonable efforts to ensure Platform availability but do not guarantee uninterrupted or error-free access. The Platform may be unavailable due to maintenance, technical failures, regulatory requirements, or events beyond our control.

7.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any service at any time. We are not liable for any loss arising from any such modification, suspension, or discontinuation.

7.4 Geographic Availability

Certain services may not be available in all jurisdictions. You are responsible for ensuring your use of any Platform service is lawful in your jurisdiction.

7.5 No Financial Advice

Nothing on the Platform constitutes financial, investment, legal, or tax advice. You are solely responsible for all decisions you make in connection with your use of the Platform.

8. Financial Transactions

8.1 Transaction Instructions

All transaction instructions are binding upon confirmation. You are solely responsible for verifying all transaction details before confirmation including recipient details, amounts, and service parameters. We cannot reverse a successfully processed transaction.

8.2 Transaction Processing Time

Processing times vary by service type, payment method, and third-party systems. We do not guarantee specific processing times and are not liable for delays caused by third-party systems or circumstances beyond our control.

8.3 Transaction Records

Transaction records are accessible through your Account dashboard. You are responsible for maintaining your own records for personal or business purposes.

8.4 Transaction Limits

We may apply transaction limits based on your verification tier, transaction history, risk profile, or requirements from our licensed partners. Limits may be applied per transaction, per day, per week, or per month.

8.5 Transaction Monitoring

All transactions are subject to monitoring for fraud and suspicious activity. We reserve the right to delay, hold, or decline to process any transaction that triggers our monitoring systems or those of our licensed partners.

8.6 Transaction Disputes

Disputes must be submitted to [email protected] within 45 days of the transaction date with full transaction details. Disputes raised after 45 days may not be eligible for investigation.

9. Crypto and Virtual Asset Services

9.1 Nature of Virtual Asset Services

All virtual asset services on the Platform are facilitated through our licensed Virtual Asset Service Provider partner. RIF Africa does not itself hold, custody, or exchange virtual assets. Our role is to provide the consumer interface through which you access those licensed services.

9.2 Risk Disclosure

Virtual assets are inherently volatile and speculative. By using virtual asset services on the Platform, you acknowledge and accept the following:

• The value of virtual assets can increase or decrease rapidly and unpredictably and you may lose the entire value of assets you hold or transact with.
• Virtual asset markets operate 24 hours a day, 7 days a week, and prices can change significantly at any time.
• Virtual asset transactions are generally irreversible once confirmed on the blockchain.
• Virtual assets are not legal tender and are not backed by any government or central bank.
• The regulatory environment for virtual assets is evolving and may change in ways that affect the availability or terms of virtual asset services.
• Past performance of any virtual asset is not an indication of future performance.

You should only transact with virtual assets if you fully understand the risks and can afford to lose the entire value of the assets transacted.

9.3 Supported Assets

We will specify from time to time which virtual assets are supported. We reserve the right to add or remove supported assets at any time.

9.4 Wallet Addresses

You are solely responsible for providing accurate wallet addresses. Transactions sent to an incorrect address are irreversible. We are not responsible for any loss arising from an incorrect wallet address.

9.5 Blockchain Fees

Virtual asset transactions may attract blockchain network fees that are separate from Platform fees and not within our control.

9.6 Enhanced KYC Requirement

Access to all virtual asset services is restricted to users who have completed Enhanced Verification as described in Section 6.3.

10. Cross-Border Payment Services

10.1 Nature of Cross-Border Services

Cross-border payment services are facilitated through our licensed payment infrastructure partners. Subpadi provides the interface and customer experience layer. The underlying payment and settlement infrastructure is operated by our licensed partners who hold applicable authorisations in the relevant jurisdictions.

10.2 Supported Markets

Cross-border services are available to and from the markets listed on the Platform from time to time, currently including Nigeria, Ghana, and other markets as we expand. We reserve the right to add or remove supported markets without prior notice.

10.3 Exchange Rates

Currency conversions are conducted at the exchange rate applicable at the time of transaction as determined by our licensed infrastructure partners. Rates are indicative until a transaction is confirmed. We are not responsible for exchange rate movements.

10.4 Compliance

You must ensure that all cross-border transactions comply with the laws and regulations of both the sending and receiving jurisdictions. You must not use cross-border payment services to circumvent currency controls or conduct transactions prohibited in either jurisdiction.

10.5 Beneficiary Accuracy

You are solely responsible for the accuracy of all beneficiary details. We cannot recover funds sent to an incorrect beneficiary. We are not responsible for any loss arising from incorrect beneficiary details.

11. Fees and Charges

11.1 Fee Disclosure

All applicable fees will be disclosed before you confirm a transaction. By confirming a transaction, you authorise us to deduct all applicable fees.

11.2 Types of Fees

Fees may include service fees, payment processing fees, blockchain network fees, currency conversion spreads, and any other fees specified in connection with specific services.

11.3 Fee Changes

We reserve the right to introduce new fees or change existing fees at any time. Changes will be communicated through the Platform or other available channels. Your continued use of the Platform after a fee change constitutes your acceptance of the new fee structure.

11.4 Taxes

You are solely responsible for determining, declaring, and paying any taxes applicable to your use of the Platform and the transactions you conduct through it.

12. Failed Transactions, Refunds, and Reversals

12.1 Failed Transactions

A transaction is considered failed where you have been debited but the service was not delivered within the standard processing time. To report a failed transaction, contact [email protected] with:

• Your Account username or registered contact details.
• Transaction reference number.
• Transaction date and time.
• Transaction amount and service type.
• Description of what was expected and what occurred.

12.2 Investigation

We will investigate all failed transaction reports promptly. Investigation may take up to 14 business days where third-party providers are involved.

12.3 Refund Eligibility

Refunds are available where:

• The transaction was debited but the service was not delivered within 72 hours for utility services.
• The transaction could not be completed due to a system error on our part or that of our licensed partners.
• A duplicate transaction was processed due to a technical error.

Refunds are not available where:

• The transaction was completed successfully and the service was delivered.
• You submitted incorrect transaction details and the service was delivered to an unintended recipient.
• The failure was caused by circumstances beyond our control.
• You changed your mind after a transaction was successfully confirmed.
• A virtual asset value declined after a transaction was completed.

12.4 Refund Processing

Approved refunds will be credited to your Account or original payment method within a reasonable timeframe. We are not responsible for delays caused by third-party processors.

12.5 Chargebacks

If you initiate a chargeback through your bank in respect of a successfully completed transaction, we reserve the right to suspend your Account pending investigation, contest the chargeback with evidence of service delivery, and recover any amounts lost as a result of an illegitimate chargeback.

13. Prohibited Conduct

You must not use the Platform for any of the following purposes. Violation may result in immediate suspension or termination of your Account, reporting to relevant authorities, and legal action.

13.1 Financial Crime

• Money laundering or any activity intended to disguise the origin of criminally derived funds.
• Financing of terrorism or any activity associated with terrorist organisations or individuals.
• Tax evasion or any activity designed to conceal income or assets from tax authorities.
• Processing transactions that constitute or facilitate fraud, theft, or misappropriation of funds.
• Structuring transactions to avoid monitoring thresholds or compliance controls.
• Using the Platform to move funds on behalf of undisclosed third parties.

13.2 Identity and Impersonation

• Providing false, misleading, or fraudulent information during registration, verification, or any transaction.
• Using another person's identity or financial credentials without their knowledge and consent.
• Impersonating any person or entity.
• Creating an Account under a false name.

13.3 Illegal Activity

• Using the Platform for any purpose that is illegal under applicable law.
• Conducting transactions in connection with prohibited goods or services.
• Conducting transactions with or on behalf of sanctioned individuals or entities.

13.4 Technical Abuse

• Attempting to gain unauthorised access to any part of the Platform or its infrastructure.
• Transmitting viruses, malware, or any malicious code.
• Using automated bots, scrapers, or scripts without express written authorisation.
• Conducting denial of service attacks against the Platform.
• Probing or testing Platform vulnerabilities without authorisation.
• Intercepting or harvesting data transmitted through the Platform.

13.5 Commercial Misuse

• Reselling or sublicensing Platform services without a valid Merchant Agreement.
• Using the Platform to conduct or facilitate pyramid schemes or fraudulent investment schemes.

13.6 Reputational Harm

• Any conduct that could damage the reputation or goodwill of RIF Africa or our licensed partners.
• Publishing false or misleading information about Subpadi or our services.

14. Unauthorised Access, Cyber Offences, and Security Breaches

14.1 Strict Prohibition

Accessing or attempting to access any part of the Platform, its servers, databases, network infrastructure, APIs, codebase, or stored data without the express written authorisation of RIF Africa is strictly and absolutely prohibited. This prohibition applies regardless of the method used including technical exploitation, social engineering, credential theft, or any other means.

14.2 Prohibited Activities

The following are expressly prohibited:

• Attempting to bypass, disable, or circumvent any authentication, access control, or security mechanism.
• Exploiting any software vulnerability, configuration error, or security weakness for any purpose whatsoever.
• Using any tool or technique to access data, systems, or resources beyond what is explicitly permitted to you under these Terms.
• Intercepting or capturing data transmitted between the Platform and its users or partners.
• Attempting to access or extract data belonging to other users.
• Interfering with or disrupting the operation of the Platform or connected systems.

14.3 Full Liability for Exploitation

Any person who discovers, exploits, or attempts to exploit a security vulnerability in the Platform for personal gain, to divert or misappropriate funds or assets, or to disrupt Platform operations, accepts full, unconditional, and joint and several personal liability for all of the following:

• The full value of all funds, assets, or resources obtained, diverted, misappropriated, or lost as a direct or indirect result of the exploitation.
• All costs incurred by RIF Africa in detecting, investigating, containing, and remediating the security breach, including forensic investigation, security audits, system restoration, and enhanced security measures implemented as a result.
• All legal costs and professional fees incurred by RIF Africa in connection with the breach, including the costs of instructing legal counsel in Nigeria and in any other relevant jurisdiction.
• All regulatory fines, penalties, and sanctions imposed on RIF Africa as a result of the breach.
• All claims brought by third parties including other Platform users whose data or funds were affected.
• All costs associated with notifying affected users and relevant authorities.
• All costs associated with locating, apprehending, extraditing, and prosecuting the offending party and all persons who aided, abetted, facilitated, or conspired in the offence, whether those costs are incurred in Nigeria or any other jurisdiction worldwide.
• All costs of civil or criminal proceedings brought by or on behalf of RIF Africa in connection with the offence, including international legal proceedings.

By accessing the Platform, you acknowledge and irrevocably agree that any exploitation of Platform security for personal gain constitutes a serious criminal offence under applicable Nigerian law and that RIF Africa will pursue all available civil and criminal remedies to their fullest extent without limitation, including cross-border asset recovery and international extradition proceedings where applicable.

14.4 Inheritance of Liability

Where any financial liability, debt, judgment, or legally enforceable obligation arises against an individual as a result of unauthorised access or cyber offences against the Platform, and that individual is unable to satisfy that liability in full, the following applies:

• All outstanding liability shall form a debt against the estate of the offending individual and shall be enforceable against that estate in accordance with applicable succession law.
• The liability shall be enforceable against the next of kin of the offending individual to the maximum extent permitted by applicable law, including in respect of assets transferred by the offending individual to next of kin within five years preceding the commission of the offence.
• Any guarantor who has executed a guarantee in favour of the offending individual shall be liable to the extent of that guarantee.
• Where assets have been transferred to third parties in an attempt to evade liability, RIF Africa reserves the right to bring proceedings to set aside such transfers and recover those assets.

By accessing the Platform, all users irrevocably acknowledge that this clause is reasonable, enforceable, and a necessary condition of access to the Platform.

14.5 Responsible Disclosure

If you discover a genuine security vulnerability, report it responsibly to [email protected] before any public disclosure or exploitation. A responsible disclosure must describe the vulnerability without exploiting it, must not access or modify other users' data, and must not disrupt the Platform. Responsible disclosure made in good faith and in compliance with these conditions will not result in legal action against the reporting party.

15. Intellectual Property

15.1 Ownership

All intellectual property rights in and to the Platform, including software, designs, graphics, logos, text, and all other content, are owned by or licensed to RIF Africa and are protected under applicable intellectual property law.

15.2 Licence to Use

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your personal or legitimate business use. This licence does not include the right to reproduce, sell, modify, reverse engineer, or create derivative works from any part of the Platform.

15.3 Trademarks

The Subpadi name and logo, the RIF Africa name and logo, and all associated marks are trademarks of RIF Africa. You must not use any of these marks without our prior written consent.

15.4 Feedback

If you provide feedback or suggestions regarding the Platform, you grant RIF Africa a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback without any obligation to compensate or attribute it to you.

16. User Content

16.1 Responsibility

If you submit any content to the Platform, you are solely responsible for that content and represent that you own or have the necessary rights to submit it, that it does not violate any third-party rights, and that it is accurate and not misleading.

16.2 Licence

By submitting content to the Platform, you grant RIF Africa a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, and display that content to the extent necessary to operate and improve the Platform.

16.3 Prohibited Content

You must not submit content that is defamatory, offensive, or discriminatory, that constitutes spam, that contains harmful code, or that violates any applicable law.

17. Third-Party Services and Links

17.1 Third-Party Services

The Platform facilitates access to services provided by licensed third-party partners. Your use of those services is subject to the terms of those third parties. We are not responsible for the availability or actions of third-party services.

17.2 Third-Party Links

The Platform may contain links to third-party websites. These links are provided for convenience only. We have no control over and accept no responsibility for any third-party website.

18. Data Protection and Privacy

Your privacy is important to us. Our collection, use, storage, and sharing of your personal data is governed by our Privacy Policy, which forms part of these Terms and is incorporated by reference. By using the Platform, you consent to the collection and processing of your personal data as described in the Privacy Policy.

19. Platform Availability and Outages

We do not guarantee that the Platform will be available at any specific level of uptime. The Platform may be unavailable for maintenance, upgrades, or reasons beyond our control. We will use reasonable efforts to maintain high availability but accept no liability for any period of unavailability.

20. Force Majeure

We shall not be liable for any delay or failure to perform our obligations where that delay or failure results from circumstances beyond our reasonable control, including acts of God, government actions, war, civil unrest, terrorism, strikes, failure of telecommunications infrastructure, failure of third-party systems, pandemic, or any other cause beyond our reasonable control.

21. Account Dormancy

21.1 Definition

An Account is considered dormant if it has had no user-initiated transaction activity for a continuous period of 12 months.

21.2 Notification

We will notify you through available Platform channels before declaring your Account dormant.

21.3 Restrictions

Dormant Accounts may have transaction capabilities restricted pending reactivation. We reserve the right to deduct a dormancy maintenance fee as disclosed in the Platform fee schedule.

21.4 Reactivation

You may reactivate a dormant Account by logging in and completing any re-verification steps we require.

22. Death of Account Holder

In the event of the death of an Account holder, an authorised representative of the estate may contact us at [email protected] to initiate account closure and recovery of any outstanding balance. The representative must provide a certified copy of the death certificate, proof of authority to act on behalf of the estate, and valid identification.

Any liabilities of the deceased Account holder in connection with the Platform, including liabilities arising from fraud, cyber offences, or breach of these Terms, remain enforceable against the estate in accordance with Section 14.4.

23. API Access and Merchant Services

23.1 Restriction

With effect from July 31, 2025, direct API access to the Platform is restricted exclusively to registered business users who have executed a valid Merchant Agreement with RIF Africa. Individuals and entities without a valid Merchant Agreement may not access the Platform's APIs.

23.2 Merchant Agreement

API access is governed by a separate Merchant Agreement. In the event of any conflict between these Terms and the Merchant Agreement in respect of API-specific matters, the Merchant Agreement shall prevail.

23.3 Unauthorised API Access

Any attempt to access the Platform's APIs without a valid executed Merchant Agreement constitutes a serious breach of these Terms and may result in immediate legal action.

24. Disclaimers and Limitation of Liability

24.1 No Warranty

The Platform and all services are provided on an "as is" and "as available" basis without any warranty of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties including merchantability, fitness for a particular purpose, and non-infringement.

24.2 Limitation of Liability

To the maximum extent permitted by applicable law, RIF Africa and its directors, officers, employees, agents, and licensed partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, data, or anticipated savings.

24.3 Aggregate Cap

Our total aggregate liability to you shall not exceed the total fees paid by you to us in the three calendar months immediately preceding the event giving rise to the claim, or the sum of fifty thousand Naira (NGN 50,000), whichever is greater.

24.4 Essential Basis

The disclaimers and limitations in this Section reflect a fair allocation of risk and are a fundamental basis on which we provide access to the Platform.

25. Indemnification

You agree to indemnify, defend, and hold harmless RIF Africa and its directors, officers, employees, agents, and licensed partners from and against any and all claims, liabilities, damages, losses, costs, and expenses including reasonable legal fees arising from your breach of these Terms, your violation of any applicable law, your use of the Platform in a manner that harms any third party, any false or misleading information you provided to us, any unauthorised access to the Platform conducted by you or facilitated by your negligence, or any transaction you initiated through the Platform.

26. Suspension and Termination

26.1 Termination by You

You may close your Account at any time by contacting [email protected]. Closure takes effect within 5 business days and does not affect rights or obligations arising prior to closure.

26.2 Suspension or Termination by Us

We may suspend or terminate your Account at any time, with or without notice, where you breach these Terms, we are required to do so by applicable law or a competent authority, we suspect fraud or illegal activity, you fail to maintain required verification, your Account has been compromised, a licensed partner requires restriction, or we determine that continued access poses an unacceptable risk.

26.3 Effects of Termination

Upon termination, all licences and access rights immediately cease. Outstanding balances will be returned less any amounts owed, subject to verification. Obligations that by their nature survive termination shall continue, including provisions relating to intellectual property, liability, indemnification, cyber offences, and governing law.

27. Amendments to These Terms

We reserve the right to amend these Terms at any time. We will communicate changes through Platform notifications, our social media channels, community groups, and other available announcement channels. We are not obligated to provide advance notice of every change and we do not guarantee delivery of notifications to every user.

You are responsible for reviewing these Terms periodically. We recommend reviewing the Terms at least monthly. The date of the most recent update is displayed at the top of this document. Your continued use of the Platform after any amendment constitutes your acceptance of the revised Terms. If you do not accept revised Terms, you must close your Account and cease using the Platform.

28. Governing Law and Dispute Resolution

28.1 Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria.

28.2 Good Faith Negotiation

Before initiating formal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of 14 days from written notice of the dispute.

28.3 Arbitration

If a dispute is not resolved through negotiation, it shall be submitted to final and binding arbitration conducted:

• Under the Arbitration and Conciliation Act (as amended) of Nigeria.
• Under the rules of the Lagos Court of Arbitration, with the seat of arbitration in Lagos, Nigeria.
• Before a sole arbitrator appointed by agreement or, if the parties cannot agree within 14 days, appointed by the Chairman of the Lagos Court of Arbitration.
• In the English language.

The arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.

28.4 Alternative Jurisdiction

Notwithstanding Section 28.3, RIF Africa reserves the right at its sole election to refer any dispute to a court of competent jurisdiction in Ogun State, Nigeria, where RIF Africa determines that the nature or circumstances of the dispute make such referral appropriate. This right may be exercised in lieu of or in addition to arbitration at RIF Africa's discretion.

28.5 Injunctive Relief

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

28.6 Class Action Waiver

To the maximum extent permitted by applicable law, you waive any right to participate in any class action lawsuit or class-wide arbitration in connection with any claim arising from these Terms or the Platform.

29. Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

30. Waiver

No failure or delay by RIF Africa in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

31. Entire Agreement

These Terms, together with the Privacy Policy and any Merchant Agreement, constitute the entire agreement between you and RIF Africa with respect to your use of the Platform and supersede all prior agreements and understandings on the same subject matter.

32. Contact Information

These Terms were last updated in July 2026. Subpadi is a product of RIF African Business Enterprise. Future updates will reflect any transition to Rif Pay Limited as the operating entity.