LEGAL

About EnvoyX

EnvoyX is a technology company building credit infrastructure that supports lending operations for businesses across Africa. We are not a bank and do not carry out direct lending activities. All credit and lending facilities are provided by licensed banks, microfinance institutions, and regulated lenders operating on our platform.

We operate as an independent technology service provider. We do not control or assume liability for the lending decisions, products, or conduct of lenders, operators, or other third parties on our platform. We do not guarantee that any financing request will be approved or that any business will qualify for credit facilities.

1. Who Can Use EnvoyX

Our platform is available to:

• •Businesses and their authorised representatives seeking access to credit facilities
• •Licensed lenders and financial institutions looking to deploy capital through our infrastructure
• •Operators and platforms integrating our embedded finance products
• •Corporates managing supplier payments through our accounts payable service

You must be at least 18 years old to use our platform. By accessing EnvoyX, you confirm that you have the legal authority to enter into this agreement on behalf of yourself or the organisation you represent.

We do not knowingly provide services to persons under the age of 18. If you become aware that a minor has accessed our platform without authorisation, contact us immediately.

2. Platform Access and Accounts

a. Account registration

To access EnvoyX services, you must create an account and complete our onboarding and verification process. Your account will remain in a pending state until all required Know Your Business (KYB) and Know Your Customer (KYC) documentation has been submitted and verified.

EnvoyX reserves the right to request additional documentation at any point to satisfy compliance and regulatory obligations.

b. Account security

You are responsible for maintaining the confidentiality of your account credentials. Do not share your password or access details with any third party. If you suspect your account has been compromised, notify us immediately at support@envoyx.com.

EnvoyX reserves the right to suspend or terminate access where we have reason to believe account security has been breached or credentials have been shared without authorisation.

c. Accurate information

You agree to provide accurate, current, and complete information during registration and to update your information promptly if it changes. Providing false or misleading information is grounds for immediate account suspension.

3. Acceptable Use

You agree to use EnvoyX services only for lawful purposes and in a manner consistent with these Terms. You must not use our platform in connection with any activity that:

• •Violates any applicable law or regulation in any jurisdiction where you operate
• •Is fraudulent, deceptive, misleading, or predatory in nature
• •Involves the misrepresentation of business identity, financial position, or invoice authenticity
• •Facilitates money laundering, terrorist financing, or any other financial crime
• •Causes or risks reputational, financial, or legal harm to EnvoyX or any party on our platform
• •Involves the submission of false, duplicated, or fabricated invoices or financial documents
• •Circumvents or attempts to circumvent our verification, risk assessment, or fraud detection systems
• •Interferes with the technical operation or security of our platform

4. Restricted Activities

You may not use EnvoyX to facilitate transactions or activities involving:

• •Unlicensed financial services or securities
• •Counterfeit, stolen, or fraudulently obtained goods or documents
• •Illegal narcotics, controlled substances, or prohibited items
• •Pyramid schemes, Ponzi structures, or any form of financial fraud
• •Gambling or gaming activities without the required regulatory approvals
• •Any product, service, or transaction prohibited under Nigerian law, BCEAO regulations, OHADA commercial law, or the laws of any jurisdiction where EnvoyX operates

5. Lender and Partner Obligations

Licensed lenders and platform partners accessing EnvoyX infrastructure agree to the following additional obligations:

a. Regulatory compliance

You confirm that you hold all licences, registrations, and approvals required to conduct lending or financial services activities in the jurisdictions where you operate. You agree to maintain these in good standing for the duration of your use of EnvoyX.

b. Data use

Data accessed through EnvoyX infrastructure, including business financial data, invoice records, and credit assessments, may only be used for the purposes agreed in your partnership agreement with EnvoyX. You may not resell, redistribute, or use this data for any purpose not covered by your agreement.

c. Responsible lending

Lenders on the EnvoyX platform agree to conduct lending activities in a responsible, transparent, and legally compliant manner. EnvoyX reserves the right to remove any lender from the platform whose practices are found to be predatory, non-compliant, or harmful to borrowers.

d. API usage

Where access to EnvoyX services is provided via API, you agree to use the API only as documented and within agreed rate limits. Unauthorised use, reverse engineering, or attempts to extract data beyond your permitted scope are prohibited.

6. EnvoyX's Role and Limitations

EnvoyX provides technology infrastructure and does not make lending decisions. Credit approvals, interest rates, repayment terms, and all associated lending decisions are made by the licensed lenders on our platform.

EnvoyX is not responsible for:

• •The lending decisions of lenders operating on our platform
• •The accuracy of information submitted by businesses or other users
• •Disputes between lenders and borrowers regarding loan terms or repayment
• •Loss or damage arising from a business's failure to repay a credit facility
• •The conduct, products, or services of third parties accessible through our platform

7. Disputes

a. Between users

If a dispute arises between a business and a lender, or between any two parties on the platform, EnvoyX may at its discretion assist in facilitating resolution but has no obligation to do so. Users are encouraged to resolve disputes directly in the first instance.

b. Claims against EnvoyX

All claims against EnvoyX must be raised within 45 days of the event giving rise to the claim. Claims raised after this period will not be considered, to the fullest extent permitted by law.

c. Dispute resolution

We will make every effort to resolve disputes amicably. Any dispute that cannot be resolved within 30 days through negotiation shall be referred to arbitration under the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitration shall be conducted in Lagos, Nigeria, in English, before a single arbitrator agreed upon by both parties. Where agreement on an arbitrator cannot be reached, the appointment shall be referred to the Lagos Multi-Door Courthouse (LMDC). The arbitrator's decision shall be final and binding on both parties.

8. Compliance and Verification

a. KYB and KYC

All users are required to complete KYB and KYC verification before accessing full platform functionality. EnvoyX reserves the right to request updated documentation at any time and to suspend access where verification cannot be maintained.

b. AML and CFT

EnvoyX operates in compliance with anti-money laundering (AML) and counter-financing of terrorism (CFT) obligations under applicable Nigerian, WAEMU, and BCEAO regulations. We may report suspicious activity to relevant regulatory authorities as required by law.

c. Ongoing compliance

You are responsible for ensuring that your use of EnvoyX remains in continuous compliance with all applicable laws and these Terms. Failure to maintain compliance may result in suspension or termination of access.

9. Intellectual Property

All content, software, design, and infrastructure on the EnvoyX platform is the intellectual property of EnvoyX Technology Limited or its licensors. Nothing in these Terms grants you ownership of or licence to any EnvoyX intellectual property beyond what is strictly necessary to use our services as described.

You may not copy, reproduce, modify, distribute, or create derivative works based on any EnvoyX content or technology without prior written consent.

10. Disclaimers

OUR PLATFORM AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ENVOYX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AT ALL TIMES. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR RELIANCE ON INFORMATION PROVIDED THROUGH OUR PLATFORM OR FROM TEMPORARY UNAVAILABILITY OF OUR SERVICES.

ENVOYX DOES NOT GUARANTEE THAT ANY BUSINESS WILL QUALIFY FOR CREDIT FACILITIES, THAT ANY FINANCING REQUEST WILL BE APPROVED, OR THAT LENDERS WILL DEPLOY CAPITAL TO ANY PARTICULAR BUSINESS OR MARKET.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENVOYX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR PLATFORM OR SERVICES.

WHERE LIABILITY CANNOT BE EXCLUDED BY LAW, ENVOYX'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO ENVOYX IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Termination

EnvoyX reserves the right to suspend or terminate your access to the platform at any time, with or without notice, where:

• •You have breached these Terms or our acceptable use policy
• •We have reason to believe fraudulent or illegal activity has occurred on your account
• •You have failed to maintain required compliance or verification standards
• •Continued access presents a risk to other users, lenders, or the integrity of the platform

Upon termination, your right to access EnvoyX services ceases immediately. Outstanding obligations and data retention requirements survive termination.

13. Updates to These Terms

We may update these Terms as our services evolve or as required by law. We will notify users of material changes by posting the revised Terms on our website with an updated effective date. Continued use of our platform after changes are posted constitutes acceptance of the revised Terms.

If you object to any changes, you must stop using the platform immediately.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of the Terms. The remaining provisions shall continue in full force and effect.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Where operations involve Côte d'Ivoire or other WAEMU member states, relevant BCEAO regulations and OHADA commercial law apply as applicable.

16. Contact Us

For questions about these Terms, contact us at:

Email: legal@envoyx.com

Support: support@envoyx.com