Terms of use – Exinversa

Terms and Conditions

Effective Date: January 2022

By registering as a user of www.exinversa.com website, you confirm that you have read the Terms and Conditions (“Terms”) of Exin Versa Digital Business Solutions Limited (“Exin Versa”) and agree to the Terms and undertake to comply with these Terms.

The Terms shall be applicable to all legal relations between the Users of www.exinversa.com Website and Exin Versa Digital Business Solutions Limited (jointly referred to as the “Parties”).

The Exin Versa domain, www.exinversa.com, Website and all of its content is the copyright of Exin Versa Digital Business Solutions Limited. The User is not permitted to store, copy, modify, transmit or forward the pages or the content of the Website for any purpose other than personal use to the extent set as statutory limit for the free use of works.

DEFINITIONS

These Terms represent an agreement between you and Exin Versa and contain the terms and conditions governing your use of and access to our website at www.exinversa.com and all affiliated websites owned and operated by us (collectively, the “Website”) and our products, services, and applications (together with the Website, the “Services”).

Bank account – the User’s primary and existing bank account which will be linked to the User’s account on the Exin Versa’s platform.

Buyer – a receiver of goods or services who is a legal person or natural person indicated on the Invoice, to whom the User delivered goods or provided services and who is obligated to pay the Invoice issued to it by the User under the Agreement.

Claims – financial claims arising from the Agreement indicated on the Invoice, which the User presents to Exin Versa for Invoice discounting on the terms and conditions specified in the Invoice Discounting Agreement.

Contract – a contract for the sale of goods or the provision of services concluded between the User and the Buyer, who have both agreed on the material terms and conditions of the sale of goods or the provision of services, including the price. This includes a confirmed order and/or correspondence after the User procures, mediates or sells goods or provides services to the Buyer.

Dispute – any dispute with regard to the Claims, including without limitation the Buyer’s non-acceptance of goods or services, the submission of a counterclaim or set-off of accounts, and third-person rights to the claim.

E-mail – the e-mail address of the User that the User has disclosed upon registration with Exin Versa, through which Users can send and receive important personal messages when using Exin Versa. Users send messages via e-mail to info@exinversa.com. Messages sent to the User’s e-mail address shall be deemed received by the User 24 hours after sending.

Exin Versa – an e-service environment located on the Internet at www.exinversa.com offering financial services to supply chain networks. Exin Versa focuses on providing digital financial solutions to challenges faced by supply chain participants (corporate buyers, suppliers/vendors, exporters).

Guarantor – an individual who promises to pay the User’s debt in the event that the User defaults on their repayment obligation. Guarantors shall sign the form of guaranty that is given upon Exin versa’s acceptance of the Invoice for discounting.

Invoice – a payment document issued to a Buyer for the fulfilment of a financial obligation for the sale of an item or the provision of a service on the basis of an agreement by the User in its economic or professional activities, which certifies the existence of the User’s financial claim against the Buyer.

Invoice Amount – the price of goods and services indicated on the Invoice by the User (inclusive of VAT), which the Buyer is obligated to pay to the User under the Agreement.

Invoice Conditions – means the requirements an Invoice must meet in order to be accepted on the Website.

Invoice Discounting Agreement – an Invoice Discounting Agreement concluded between the User and Exin Versa on the Exin Versa Website under which the User assigns the Claims arising from the Agreement indicated on the relevant Invoice to Exin Versa as a counterparty to the Invoice Discounting Agreement.

Invoice Financing – a form of short-term borrowing through the assignment of Claims arising from the Agreement indicated on an Invoice issued for the sale of goods or services on the basis of an Invoice Discounting Agreement prior to the arrival of the payment term of the Invoice.

Invoice Financing Period – the period consisting of the number of days remaining in the repayment term of an Invoice.

Maximum Payment Term – the maximum term for repayment of an Invoice that is submitted to Exin Versa for discounting.

Minimum Invoice Amount – the minimum amount owing under an Invoice that is submitted to Exin Versa for discounting.

User – a natural or legal person who has registered as a user of Exin Versa at www.exinversa.com.

Username – the first name and surname of the User as specified upon registration on the Exin Versa Website.

User’s Exin Versa Account – the User’s personalised account that is located on the Website and administered by Exin Versa, used for viewing loan status, balance and repayment dates, concluding Invoice Discounting Agreements and keeping account of transactions made with respect to the Invoice Discounting Agreements with Exin Versa.

Virtual Bank Account – an account used for domiciling payments for invoices by customers and liquidation of loans. Virtual Bank Account services will be provided by OnePipe “https://onepipe.com/” and Support Microfinance Bank “https://www.supportmfb.com/”.

We, us, our – Exin Versa Limited and its successors, affiliates, and assignees.

Working Day – a calendar day that is not a Saturday, Sunday, national holiday or public holiday.

You, your – the person who uses or accesses the Services.

THE AGREEMENT

Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understood these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not use or access the Services. The language of the Agreement is English, and all services, instructions and transactions carried out in connection with it will be in English.

DESCRIPTION & USE OF THE SERVICE

Subject to the terms of the Agreement, we agree to provide the Services to you using reasonable care.

Users shall first register on the Exin Versa platform, provide details of their business/company, the names of the directors/guarantors of the business/company, link their bank accounts, create a virtual account on the Exin Versa platform provided by One Pipe “https://onepipe.com/” and Support Microfinance Bank “https://www.supportmfb.com/” and fill an application for invoice discounting. Upon submission of an application for Acceptance of the Invoice (the “Application”), the User shall submit the documents and data requested specifying the:

amount and number of the Invoice;
value of the invoice;
name of the Buyer (i.e. the receiver of the Invoice); and
due date and the issue date of the Invoice.

A notification will be sent by Exin Versa to the Buyer to verify the invoice, payment terms and bank payment details, by telephone or e-mail or in a digitally signed format.

Where the User provides a Guarantor as required by Exin Versa during registration, such guarantor shall be required to verify their identity on the platform including registering on the Website and providing their account details. The User acting as guarantor shall also be required to provide confirmation of their identity to Exin Versa before the Invoice is accepted for discounting. The guarantor shall also execute a Guaranty (in the form provided by Exin Versa) and provide a copy to us before the Invoice is accepted by us for discounting. The Guaranty may be signed digitally. By confirming their identity, providing their account details and signing the form of Guaranty, the Guarantor authorises Exin Versa to recover the Invoice Amount and its interest from their accounts in the event of a payment default by the User. In the event that the guarantor has not submitted a signed Guaranty to Exin Versa in a form acceptable to Exin Versa or has not provided sufficient evidence of their identity of their person within the time requested by us, the application shall be deemed as failed.

During registration as a User, the User shall link their existing bank account where payments are currently received from their buyers. By linking your company account to the Exin Versa platform, Exin Versa is able to view transaction history (bank statement) to verify payments from a particular Buyer

In addition to the foregoing, the User shall open a Virtual Bank Account via the Exin Versa platform. All loans approved by Exin Versa shall be liquidated from and credited into the virtual account. Users who utilise the platform’s invoice discounting facilities agree to domicile payments for invoices in their designated Virtual Bank Account. For inventory finance facilities, the User agrees to domicile all sales proceeds for goods financed in the Virtual Bank Account.

The Virtual Bank Account services will be provided by OnePipe and Support Microfinance Bank. In order to comply with the Know-Your-Customer requirements of One Pipe and Support Microfinance Bank, the User agrees and consents to the sharing of the following data with OnePipe and Support Microfinance Bank for the opening of the Virtual Bank Accounts.

CAC Certificate
CAC Form 7
RC Number
Tax Identification Number
Business Name
Business Address
Director’s BVN
Director’s Full Name
Director’s Email Address
Director’s Date of Birth
Director’s Means of Identification
Director’s Means of Identification Number

By submitting an application for acceptance of an Invoice on the Website, the User agrees that Exin Versa may perform a verification of the Invoice. The User shall submit all the documents related to the Contract (including the Contract, the delivery notes, transport and insurance documents, customs declarations, etc.) within five (5) working days from the receipt of the respective request from Exin Versa including its account statement from the last twenty-four (24) months. User shall also submit a copy of its latest annual report, filed with the Corporate Affairs Commission, to Exin Versa within ten (10) working days of a request from Exin Versa. All the documents submitted by the User shall comply with the laws and accounting rules and practices of the country of location of the User.

Upon the request of Exin Versa, the User shall disclose information about its financial standing, business activities and the continued fulfilment of other terms and conditions and obligations arising from the Invoice Discounting Agreement in writing within five (5) Working Days from the receipt of the respective request from Exin Versa.

If we determine that the Invoice or the documents annexed to the Application do not meet the Invoice Conditions or if in our sole discretion we consider the Invoice to be unsuitable for invoice discounting, we shall not accept the Invoice and the User may not submit the relevant Invoice for discounting via the Website. We shall give notice to the User and, on the User’s request, provide an explanation of the applicable deficiencies with the Invoice where we do not accept an Invoice. If it is possible for the deficiencies to be remedied, the User may resubmit the Invoice. In certain circumstances Exin Versa may accept an Invoice via the Website provided the User’s obligations are guaranteed. All natural and legal persons are able to register themselves as users of Exin Versa provided that they meet all the requirements established for Users.

You must not use the Services in connection with illegal activity including but not limited to money-laundering, fraud and the funding of terrorist organisations. If we reasonably believe you are using the Website or our Services in connection with illegal activity or for any fraudulent purpose, or are permitting a third party to do so, we are obligated to report you to the appropriate legal authorities.

The Service is generally available 24 hours a day, 365 days a year, although there may be times when the Service is unavailable to you. Periods of unavailability may be caused by Exin Versa’s own acts (such as temporary periods when the Service is taken off-line to make upgrades or improvements), or by events beyond Exin Versa’s control, such as power outages, telecommunications failures, war or civil unrest, natural disasters or other acts of God. Exin Versa has the right, without notice to you, to refuse to accept any Invoice that Exin Versa determines in our sole discretion may violate applicable law, regulation or our policies, including laws, regulations and policies intended to help detect and prevent money-laundering, terrorist financing, fraud, and other abuses of financial services; if we accept an Invoice and then determine that it may violate any such law, regulation or policy, we may review/suspend such engagement pending the resolution of the matter.

GENERAL DUTIES AND RESPONSIBILITIES OF THE USER

To use the Services, you must:

accept and agree to these Terms and our Privacy Policy;
register with us to create an account (“User Account”);
be at least 18 years of age;
provide all information requested by us, such as your full name, address, email address, telephone number, occupation, means of identification, Bank Verification Number (BVN), photograph, bank account number, address and registration number of your business/company, Bank Verification Number (BVN) of directors/guarantors, addresses and telephone numbers of the directors/guarantors of your business/company, Tax Identification Number of the business/company, name and contact details of the corporate buyer, account number of the business/company and directors/guarantors, business sector, and such other information or documentation as we may request from time to time that will allow us to verify your identity (collectively, “User Information”);
not use Exin Versa for illegal transactions or operations, including fraud, money laundering and terrorism financing;
submit only true information upon subscription to Exin Versa, financing Invoices and upon communicating with other Users of Exin Versa;
protect the tools required for logging in to Exin Versa, including the ID card, usernames and passwords in such a manner that third parties do not gain possession thereof;
immediately inform Exin Versa where third parties have gained possession of the User data and tools. The User is liable for the damage and loss arising from the fact that third parties have gained possession of the data and tools and the User is aware of the fact that third parties, misusing the data, may assume legally binding obligations for the User for the fulfilment of which the User is responsible before Exin Versa and third parties.

You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party and you will notify us immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Exin Versa account; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by emailing info@exinversa.com or by updating your Exin Versa Account via the Website. If we approve your registration, you will be authorized to use the Services, subject to these Terms. Providing false or inaccurate information or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

Exin Versa shall have the right to restrict or cancel the User’s right to use Exin Versa and refuse to perform its duties or obligations under the User Agreement or Invoice Discounting Agreement if it becomes evident that:

the User violates the Terms or obligations of Exin Versa;
the User has submitted false, misleading and/or inaccurate information or has neglected to submit important information.

USER IDENTIFICATION AND APPROVAL OF TRANSACTIONS

We shall establish the identity of every User and, in the case of legal entities, the identity of their shareholders as part of the registration process. In order for us to establish your identity as a User (or a legal entity), you must provide us with details of:

Bank Verification Number (BVN) of the User.
Address of the business/company.
Registration Number of the business/company.
Phone number and email address of User.
Phone number, Bank Verification Number (BVN) and email address of the Directors/Guarantors.
Tax Identification Number of the business/company.
Name and contact details of the corporate Buyer.
Account number of the business/company and Directors/Guarantors.
Sector of business/company operations.

As part of User registration, each User who wishes to access Exin Versa’s invoice discounting service via the Website shall submit the User’s bank account statements for the last twenty-four (24) months (i.e. the twenty-four (24) months preceding the application for invoice discounting) from the credit institutions/banks with which the User holds bank accounts showing its transaction history especially as it relates to the Buyer named on the Invoice. The bank account statements shall not be disclosed on the Website and shall only be used by the Website to verify the data submitted to the Website.

The account provided by the User shall also be used by Exin Versa to verify the correctness of the data submitted by the User to Exin Versa upon registration as a User. The User agrees that no changes will be made to the primary bank/designated account provided to Exin Versa for the Invoice Discounting during the duration of the Agreement. Where a User wishes to change its primary bank/designated account, Exin Versa shall be given prior notice and a new verification shall be carried out by Exin Versa before any change is effected.

Responsibilities and Liability of Exin Versa

Via the Website, Exin Versa shall make available to the User the information concerning the number and amount of the financed Invoices and other relevant information.
Exin Versa shall in no case be responsible for the correctness of the information submitted by User.
Exin Versa shall have the right but not the obligation to verify the correctness of the Invoice and the existence of the Claims and analyse the bank statements and other data at the expense of the User.

APPLICATION FOR INVOICE DISCOUNTING

The invoice submitted by the user shall contain the following:

Reference to the Agreement (Order);
Date of issue of Invoice;
The invoice payment term and due date;
Invoice currency; and
The delivery terms and the place of delivery of goods or provision of services.

The following terms shall also apply to invoices submitted for discounting on the Website:

The Invoice shall be correctly entered on the Exin Versa Website by the User and a copy of the Invoice shall be uploaded.
The Invoice must not have deleted, crossed out or added handwritten information (except for the signature of the issuer of the Invoice and, if necessary, the signature of the receiver of the goods or services authorised by the Buyer); the Invoice must not have any handwritten corrections concerning the quantity and price of the goods, the description of the goods and delivery terms, the payment term and currency, the date of issue and the due date of the Invoice, etc.
Invoices submitted by the User and the Claims assigned via the Exin Versa Website must not be subject to any claim assignment restriction, and the Buyer must not have set-off claims against the User.
The Buyer who is the receiver of the Invoice must not have delayed the payment of previous invoices by more than 30 (thirty) calendar days within the last 12 (twelve) months.
The issue of the Invoice and the submission of the Invoice for financing via Exin Versa before the delivery of the goods, the fulfilment of the delivery terms or the actual provision of the service is prohibited except upon prior agreement with Exin Versa.
The Invoice amount shall be at least N1,000,000 (One Million Naira) (the Minimum Invoice Amount) and the Invoice term shall not be longer than 90 days (Ninety days) as of the issue of the Invoice (the Maximum Payment Term).

REJECTION OF INVOICE DISCOUNTING APPLICATION

Exin Versa shall have the right to refuse the financing of an Invoice in the following cases:

The Invoice has been issued on the basis of instalments or with a payment schedule;
The payment term indicated on the Invoice exceeds the Maximum Payment Term;
The Invoice amount is smaller than the Minimum Invoice Amount;
The User fails to submit documents certifying the delivery of goods or the provision of services or other documents upon the request of Exin Versa.
The User or the Buyer do not fulfill or have not fulfilled the obligations assumed under the Agreement;
The User or the Buyer has unpaid taxes;
The Buyer or the User has notified Exin Versa of the amendment and/or termination of the Agreement;
The due date indicated on the Invoice is 14 (fourteen) or fewer calendar days away at the point of the submission of the Invoice to the Exin Versa Website by User;
Bankruptcy proceedings have been initiated against the User or the Buyer;
Upon Exin Versa’s findings, the User or the Buyer has failed to fulfill obligations arising from credit or security agreements towards credit or financing institutions;
The User or the Buyer is merged, divided or restructured;
A competent representative body of the User or the Buyer has adopted a decision to discontinue the activities of the company;
The management board, executive management or circle of owners of the User and the Buyer includes the same persons or close relatives of the aforesaid persons;
The User and the Buyer may be considered a parent company, subsidiary or associated company or the User has common interest with the Buyer due to a significant holding in the latter (control for this purpose being a 10% interest in the shares or voting power in the Buyer);
Exin Versa has become aware of circumstances that give rise to our justified doubts about the possibility of fulfilment of the obligations arising from the Agreement indicated on the Invoice, including the adherence to the payment discipline by the User or the Buyer.

CONDUCT IN CASE OF PAYMENT DEFAULT

Pursuant to the Central Bank of Nigeria’s Letter to all Banks on the “New Offer Letter Clause for Credit Facilities” BSD/DIR/GEN/LA8/12/054 dated August 26, 2019, the User also grants Exin Versa the right to reclaim unpaid sums from accounts of the business in other banks. The User expressly agrees to the following:

“By Signing this offer letter/loan agreement and by drawing on the loan, I covenant to repay the loan as and when due. In the event that I fail to repay the loan as agreed, and the loan becomes delinquent, the bank shall have the right to report the delinquent loan to the CBN through the Credit Risk management System (CRMS) or by any other means, and request the CBN exercise its regulatory power to direct all banks and other financial institutions under its regulatory purview to set-off my indebtedness from any money standing to my credit in any bank account and from any other financial assets they may be holding for my benefit.

I covenant and warrant that the bank shall have power to set-off my indebtedness under this loan agreement from all such monies and funds standing to my credit benefit in any anti all such accounts or from any other financial assets belonging to me and in the custody of any such bank.

I hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever and irrevocably agree that I shall not argue to the contrary before any court of law. Tribunal, administrative authority or any other body acting in any judicial or quasi-judicial capacity. “

Upon the occurrence of payment problems, Exin Versa shall retain the right to send notices to the Directors/Guarantors of the User regarding the arrears, using all the contact details disclosed to us by the User and Directors/Guarantors themselves at the point of registration, as well as other public data. We shall use the said right only if the Guarantor has been notified of the assignment of the Claims pursuant to the Invoice Discounting Agreement.

Upon the notification of the Directors/Guarantors, Exin Versa shall have the right to act on the authorisation to recover the Invoice Amount and interest from their individual accounts, given to Us by the Directors/Guarantors during registration.

Exin Versa shall not be liable for the non-performance or improper performance of the obligations of any Buyer or User, including the delay in payment of a Buyer and any damage caused thereby.

USERS PERSONAL DATA

Upon acceptance of these Terms and expression of declarations of intention via Exin Versa, User shall be obligated to present correct and accurate personal and other data as may be requested from time to time. By accepting these Terms, User certifies that all the data submitted by them via Exin Versa, are correct and complete. A User who has submitted false or incomplete information shall be liable for the damage thereby caused to Exin Versa (and other Users). In addition, where Exin Versa has concluded a transaction with the User who submitted false or incomplete information, on the presumption that the information is true and complete, such User shall be liable for the damages caused. Exin Versa shall in no manner be liable for the correctness, completeness and truthfulness of the information submitted by the User.

Notification of Changes in the Data

User shall immediately notify Exin Versa of any changes in their personal data and such notification must be submitted to Exin Versa via e-mail with digital signature. Failure to provide notification of any changes in the data shall constitute a material violation of these Terms and Invoice Discounting Agreement.

By accepting these Terms, User grants Exin Versa the right and consent to collect and process their personal data for the purposes and to the extent stipulated in these Terms and Invoice Discounting Agreements, as well as in accordance with the grounds and procedure established in legal acts. Users shall have the right to withdraw their consent to the processing of personal data at any time, demand that the processing of personal data be terminated and the collected personal data be deleted or closed and that the Exin Versa User Account be closed. The withdrawal of consent shall have no retroactive force and the procedures, declarations of intention and other such made until the moment of withdrawal of consent on the basis of the previously granted consent shall therefore remain valid and lawful. Thus, the consent previously granted by the User to collect and process all such personal data for the processing of personal data subject to a previous consent before the withdrawal of the consent and in reliance on the existence of the consent shall remain valid. Exin Versa shall retain the right to collect and process personal data for the performance of obligations arising from law, including for the preservation of data, prior to the withdrawal of the consent.

In addition, Exin Versa shall have the right to:

Communicate the personal data of the User to a person who provides legal, accounting or auditing services to the Exin Versa, on the condition that the provider of the respective services has undertaken an obligation towards Exin Versa not to disclose the respective personal data to third persons.
Use the User’s e-mail address for sending information and advertising to the User.
Use the data disclosed by the User at any time as well as the data created by the User when using Exin Versa for statistical purposes and to disclose the received statistical data on the Internet, ensuring thereat that the data cannot be directly linked to any specific User.

CONFIDENTIALITY

Taking into account that the Exin Versa Website is used to enter into Invoice Discounting Agreements between Users and Exin Versa, and in the course of that and for the purposes of entering into Invoice Discounting Agreements, Users share confidential information prior to entering the agreements, User agrees that: User shall keep confidential all information that has become known to them via the Exin Versa Website for the purposes of entering into any kind of agreements and prior to entering into such agreements, except in cases where it is obvious that the disclosing User has no interest in keeping the confidentiality of such information, the disclosure is undoubtedly mandatory in accordance with applicable law, or if the disclosing User has given a respective consent in a format which can be reproduced in writing for the disclosure of such information. The duty of secrecy also covers the prohibition to use confidential information for any purposes other than making decisions with regard to entering into agreements. Confidential information includes, inter alia, business and production secrets of the User. Business and production secrets of the User are any kind of information about his/her business or production activities, the disclosure of which to third persons may have negative impact on the User. Such information shall include, inter alia, the following information:

Any kind of information on the Buyers of the User, also information on what amounts the User is supplying the goods, what are the payment terms of the delivery/service, etc.
Any kind of information about the User’s production methods and processes, purchase and sales volumes, market shares, Buyers and business partners, marketing plans, costs and prices, sales strategies, work processes and other similar matters.

The User is not deemed to have violated the duty of secrecy if he/she discusses his experiences related to Exin Versa’s services via its Website and asks relevant information about this from other Users or the company on social media or other public spaces (including digital space). By doing this, the User may strictly disclose only information that doesn’t enable the identification of the User who used the services, the Buyers and persons related to them.

The User is deemed to have violated the duty of secrecy if he/she:

has by any means or manners, directly or indirectly, submitted confidential information of the disclosing User to third persons;
has, due to his/her failure to act, enabled third persons to gain access to confidential information of the disclosing User. The User is obliged to keep confidential information effectively protected from third-party access, implement sufficient and effective computer protection measures, perform effective and continuous monitoring of all data media which contain confidential information, and take other reasonable measures in order to prevent the breach of the duty of secrecy by his/her failure to act;
uses confidential information of the disclosing User for any purposes other than entering into agreements via Exin Versa Website.

ACCESS TO THE WEBSITE

You are responsible for making all arrangements necessary to access this Website. You are also responsible for ensuring that all persons accessing our Website through your internet connection are aware of these Terms. You are not permitted to use, or cause others to use, any automated system or software to extract content or data from our Website except in cases where you or any applicable third party has entered into a written agreement with us that expressly permits such activity.

You acknowledge that we cannot guarantee that our Website will:

stay the same as we might change or remove it or make access to it subject to registration or charges;
be compatible with all or any hardware or software which you may use;
be available all the time or at any specific time;
be accurate and up to date; or
be error-free or free of viruses, electronic bugs, Trojan horses or other harmful components and you must take your own precautions accordingly.

You also acknowledge that:

we cannot guarantee the speed or security of the Website; and
we will not be responsible for any damage or loss you may suffer directly or indirectly as a result of any virus attack that can be traced to our Website to the fullest extent permissible by law.

LICENSE TO USE WEBSITE

The Company may provide You with certain information as a result of your use of the Services. Such information may include without limitation, documentation, data, or information developed by the Company, and other materials which may assist in your use of the Services (“Company Materials”). Subject to this Agreement, the Company grants you a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with your use of the Services. The Company Materials may not be used for any other purpose, and this license terminates upon your cessation of use of the Website or Services or at the termination of this Agreement.

INTELLECTUAL PROPERTY

You agree that all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all rights, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to (and not to allow any third party to) reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs).

Exin Versa does not grant you any licenses, express or implied, to its intellectual property or the intellectual property of its licensors, except as expressly stated in these Terms. We and our third-party licensors retain all rights, title, and interest in and to the Services, Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

The Services may permit you to submit content, send emails and other communications, and provide other information for publication or distribution to third parties (collectively, “User Content”). Any User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, or any form of “spam.” If you submit User Content, and unless we indicate otherwise, you grant us a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. We take no responsibility and assume no liability for any User Content.

To the extent permitted by applicable law, we may, in our sole discretion and without liability to you, terminate (or suspend access to) your use of the Services, Content, or your User Account for any reason, including, but not limited to, your breach of these Intellectual Property Terms.

ACCEPTABLE USE

You agree not to use the Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Services in any way that could damage the Services or general business of the Company.

You further agree not to use the Website or Services:

To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
To violate any intellectual property rights of the Company or any third party;
To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
To perpetrate any fraud;
To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme
To publish or distribute any obscene or defamatory material;
To publish or distribute any material that incites violence, hate, or discrimination towards any group;
To unlawfully gather information about others.

AFFILIATE MARKETING & ADVERTISING

The Company, through the Website and Services, may engage in affiliate marketing whereby the Company receives a commission on or percentage of the sale of goods or services on or through the Website. The Company may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation.

THIRD-PARTY WEBSITES

Our Services may contain links or connections to third-party websites or services that are not owned or operated by us or our third-party service providers or licensors. We provide such links and connections for your reference only. We do not control such third-party websites or services and are not responsible for their availability or content. Our inclusion of such links and connections does not imply our endorsement of such third-party websites or services or any association with their owners or operators. We assume no liability whatsoever for any such third-party websites or services or any content, features, products, or practices of such third-party websites or services. Your access and use of such third-party websites and services are subject to applicable third-party terms and conditions and privacy policies. We encourage you to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

PRIVACY INFORMATION

Exin Versa takes the privacy of its users very seriously. You understand that by using the Services, you consent to the collection, use, storage, and disclosure of your information as outlined in these Terms and our Privacy Policy. Through your Use of the Services, you may provide us with certain information. By using the Services, you authorize the Company to use the information you have provided to us.

a). Information We May Collect or Receive

When you register for an account, you provide us with your such as your full name, address, email address, telephone number, occupation, means of identification, Bank Verification Number (BVN), photograph, bank account number, address and registration number of your business/company, Bank Verification Number (BVN) of the guarantors/directors, addresses and telephone numbers of the directors/guarantors of your business/company, name and contact details of the corporate buyer, Tax Identification Number of the business/company, account number of the business/company and directors/guarantors, business sector. From time to time, Exin Versa may require you and/or your Directors/Guarantors to provide us with additional information and/or documentation to confirm your identity and your eligibility to use the Exin Versa service. Depending on how you use our Services, we may also receive information from external applications that you use to access our Services, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others

b). How We Use Information

We use the information gathered from you to ensure Your continued good experience of our Services, including through email communication. We may also track certain aspects of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers.

For our compliance purposes and to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.

By using the Services and providing User Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you and your Bank Account from the financial institution holding your Bank Account and other third-party websites and databases as necessary to provide the Services to you. Users’ data will be shared with credit bureau agencies in Nigeria to enable Exin Versa determine the credit history of the User’s business and the Directors/Guarantors. Users’ account numbers are available with Mono Technologies Nigeria Limited. (mono.co). Exin Versa shall be obliged to provide Users data to regulatory and law enforcement agencies if requested. For purposes of such authorization, you hereby grant Exin Versa and our third-party service providers a limited power of attorney, and you hereby appoint Exin Versa and our third-party service providers as your true and lawful attorney-in-fact and agent, with the full power of substitution and re-substitution, for you and in your name, place, and stead, in all capacities, to access third-party websites, servers, and documents; retrieve information; and use your User Information, all as described above, with the full power and authority to do and perform each act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.

The information you provide us is subject to our Privacy Policy.

c). How You Can Protect Your Information

If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser. Please be aware that the Company will still receive information about you that you have provided, such as your email address.

ASSUMPTION OF RISK

Exin Versa is an e-service environment located on the Internet at www.exinversa.com offering financial services to supply chain networks. Exin Versa focuses on providing digital financial solutions to challenges faced by supply chain participants (corporate buyers, suppliers/vendors, exporters). Exin Versa is not a financial adviser, and the Services are not intended to provide financial advice. We do not make any representations, warranties, or guarantees of any kind that the Services are appropriate for you. Before using the Services, you should consider obtaining additional information and advice from a financial adviser. You further agree that your use of any of our services via our website or mobile applications is at your own risk. The Company does not assume responsibility or liability for any information obtained through your use of any of its services.

REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or Application Services;
jeopardize the security of your User Account or any other person’s User Account (such as allowing someone else to use your username and password to access the Services);
violate the security of the Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
attempt, in any manner, to obtain the username, password, account, or other security information from any other user of the Services;
violate the security of any computer network or crack any passwords or security encryption codes;
use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any Content, except as expressly authorized by us; or
reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services or Content.

INDEMNIFICATION

At our request, you agree to defend, indemnify, and hold harmless Exin Versa, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses. You agree that the Company shall be able to select its legal counsel and may participate in its defense if the Company wishes.

MODIFICATION & VARIATION

The Company may, from time to time and at any time, subject to applicable law, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained in it. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement. You agree that your continued use of the Website and our products, services, and applications in whatever form after any modifications to this Agreement is a manifestation of your continued assent to this Agreement.
If you fail to monitor any modifications to or variations of this Agreement, you agree that such failure shall be considered an affirmative waiver of your right to review the modified Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning any use of this Website and our products, services, and applications. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website and our products, services, and applications.

SERVICE INTERRUPTIONS

The Company may need to interrupt your access to the Website and our products, services, and applications to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website and our products, services, and applications may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE WEBSITE OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT EXIN VERSA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; (C) ANY AMOUNT, IN THE AGGREGATE, ABOVE THE GREATER OF N150,000.00 OR THE INVOICE AMOUNT BEING DISCOUNTED BY EXIN VERSA; OR (D) ANY EVENT BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

GENERAL PROVISIONS

LANGUAGE

All communications made or notice given under this Agreement shall be in the English language.

JURISDICTION, VENUE & CHOICE OF LAW

Through Your use of the Website and our products, services, and applications, you agree that the laws of the Federal Republic of Nigeria shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, except its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of Nigeria. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

ARBITRATION

Exin Versa is committed to resolving all concerns, disputes and disagreements with you promptly and fairly. If we are unable to resolve your concern, dispute or disagreement through our error and dispute resolution policies and procedures.

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration will take place in the federal judicial district of your residence. The arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the Nigeria Arbitration and Conciliation Act with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the Nigeria Arbitration and Conciliation Act’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer-Related Disputes (collectively, the “Rules and Procedures”).

You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and insure to any assignees, administrators, successors, and executors.

TERMINATION

The Company specifically reserves the right to terminate this Agreement if you violate any of the terms outlined, including without limitation, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If you have registered for an account with us, you may also terminate this Agreement at any time by contacting us and requesting termination at info@exinversa.com providing sufficient information for us to verify your identity. Notwithstanding the foregoing, if there are any pending transactions relating to your Exin Versa Account when we receive your termination notice, we will close your Exin Versa Account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms before termination.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

SEVERABILITY

If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.

NO WAIVER

If We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

HEADINGS FOR CONVENIENCE ONLY

Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

NO AGENCY, PARTNERSHIP OR JOINT VENTURE

No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties. Notwithstanding the foregoing, you agree that our third-party services providers are third-party Recipients of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms.

FORCE MAJEURE

The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, government laws and policies, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

ELECTRONIC COMMUNICATIONS

Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at: info@exinversa.com

MISCELLANEOUS

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for ourselves. The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms will otherwise remain in full force and effect and enforceable. These Terms, together with our Privacy Policy, constitute the entire and sole agreement between you and us concerning the Services and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Exin Versa, and you do not have any authority of any kind to bind Exin Versa in any respect whatsoever.