Terms of Service

1Operator, trader disclosure and scope

Licentia International Ltd, registration number RC 9190701, trading as Licentia Exchange (“Licentia”, “we”, “us” or “our”), operates the Licentia digital-asset platform and related services described in these Terms. The commercial contact details and legal address verified for the applicable app are displayed on its Google Play store listing and may also be shown within the app or on ngndt.tech. Licentia acts as a trader when it offers the Services in the course of its business.

These Terms apply to our mobile applications, web applications, APIs, Payivra, hosted digital-asset wallets, merchant facilities, virtual-account integrations, transaction matching, support tools, referral features, managed programmes and any other product expressly stated to be governed by these Terms (collectively, the “Services”). Separate written terms may apply to a particular product, campaign, merchant arrangement, staking programme, marketplace, institutional service or managed-liquidity engagement.

Licentia may use regulated banks, payment service providers, blockchain networks, identity vendors, liquidity providers, custodial infrastructure and other contractors to deliver parts of the Services. Those providers are not our agents for every purpose, and their own terms may apply to services they directly provide.

2Agreement, acceptance and precedence

By creating an account, clicking an acceptance control, accessing a protected feature, submitting an order, applying as a merchant, receiving a programme benefit or otherwise using the Services after these Terms are presented, you agree to be bound by these Terms and any documents incorporated by reference. If you do not agree, do not use the Services.

The agreement includes: these Terms; the Privacy Notice; published fee, limit and risk disclosures; product-specific rules shown before a transaction; merchant or programme agreements that you separately accept; and any lawful instructions or notices issued through the Services. A transaction confirmation, order screen or special written agreement governs the commercial details of that transaction. A negotiated written agreement signed by Licentia prevails over these Terms only to the extent of a direct conflict.

Headings, summaries, interface labels and examples improve readability but do not replace the operative wording. Translations are provided for convenience; unless mandatory law requires otherwise, the English version controls. No employee, community leader, merchant, promoter, referral participant or support representative may vary these Terms orally or promise a result, return, refund, special access or exemption unless that authority is confirmed through an official Licentia channel in writing.

3Definitions

Account

The profile, credentials, wallets, limits and records associated with a user or verified identity.

Digital Asset

A cryptographically represented unit, token or virtual asset supported by the Services, including NGNDT and supported stablecoins.

NGNDT

The supported digital token identified in the Services as NGNDT. It is distinct from Nigerian naira and is not legal tender or a bank deposit.

Payivra

Licentia’s payment, matching and settlement layer through which eligible users and merchants may buy supported Digital Assets with naira or request eligible naira payouts against Digital Assets.

Merchant

A separately approved participant that supplies eligible Digital Assets or naira liquidity and accepts the additional merchant terms.

Order

A request to buy, sell, transfer, withdraw, deposit, exchange or otherwise transact through a supported Service.

Provider Truth

The final status returned by the relevant bank, payment provider or blockchain record that we reasonably treat as authoritative for settlement and reconciliation.

Working Day

A day on which relevant Nigerian banking and settlement systems ordinarily operate, excluding weekends and public holidays where applicable.

Content

Software, text, logos, data, graphics, documentation, interfaces and other materials made available through the Services.

4Eligibility and capacity

You must be at least eighteen years old, have legal capacity to contract, and be permitted to use the Services under the laws applicable to you. You may not use the Services if you are subject to sanctions, located in a prohibited jurisdiction, acting for an undisclosed principal, or previously suspended unless we approve your return in writing.

If you use the Services for a company, cooperative, association, trust or other organisation, you represent that it validly exists and that you are authorised to bind it. We may require constitutional documents, beneficial-owner information, board authority, source-of-funds evidence and additional due diligence. You remain personally responsible for unauthorised representations.

Availability is not universal. We may limit services by country, identity status, device, programme, asset, network, user category, risk rating, transaction value or regulatory requirement. Access to an interface does not mean every feature is legally or operationally available to you. You must not circumvent geographic, identity or eligibility controls.

5Accounts, identity and multiple wallets

You must provide complete, accurate and current information and promptly update it. We may require name, date of birth, address, telephone number, email, photograph, government-issued identity document, NIN, BVN, bank-account details, source of funds, occupation, beneficial ownership, tax information or other evidence reasonably necessary for compliance, fraud prevention or service delivery.

Identity controls may operate across all accounts sharing the same verified identity. Accounts linked by an approved NIN, BVN, identity document, device, bank account, blockchain address or other reliable identifier may share limits, risk controls, referral status, programme eligibility and compliance outcomes. Creating multiple accounts does not create multiple entitlements or permit circumvention of transaction limits. We may merge, link, restrict or close duplicate profiles while preserving accurate transaction records.

You must use your own identity and bank accounts unless we expressly approve an organisational or representative arrangement. You must not sell, rent, lend or transfer an Account, permit another person to complete KYC for you, or create accounts using fabricated or borrowed information. You are responsible for activity authenticated with your credentials, subject to rights available under applicable law where fraud or security failure is not attributable to you.

Verification is not permanent. We may request re-verification, liveness checks, refreshed documents or explanations at any time. A previously approved account may be restricted if information becomes inconsistent, expired, unverifiable or associated with heightened risk.

6Description of the Services

Depending on eligibility and availability, the Services may include: account registration and identity verification; hosted Digital Asset balances; deposit-address assignment; blockchain deposit detection; supported asset transfers; transaction history; exchange or conversion interfaces; Payivra naira on-ramp and off-ramp functions; merchant matching; virtual or dedicated bank-account integrations supplied by payment partners; peer-to-peer features; referral and commission features; promotional, staking or managed programmes governed by additional terms; merchant dashboards; support and dispute tools; and integrations with related Licentia products.

We may add, remove, rename, pause, test or modify a Service. A feature described here is not a promise that it will be continuously available. We may run controlled pilots, phased releases or restricted programmes. Some interfaces may display indicative values, analytics, estimated completion times or eligibility information; these are not guaranteed outcomes.

Unless we expressly agree otherwise, we do not provide personal investment advice, portfolio management, legal advice, tax advice, credit, insurance or a promise to repurchase any Digital Asset. You make your own decisions and should obtain independent advice appropriate to your circumstances.

7Regulatory status and no misleading assurance

Digital-asset regulation is evolving. Services may be subject to registration, approval, incubation, sandbox, reporting, consumer-protection, data-protection, anti-money-laundering or other requirements. Licentia may apply for, participate in or operate subject to relevant regulatory processes. Unless a regulator’s official public register confirms a specific status, you must not interpret the availability of the Services, a pending application, correspondence, assessment or programme participation as a licence, endorsement, guarantee or approval of any Digital Asset.

We may modify, restrict or discontinue a feature to comply with a law, court order, regulator, bank, payment provider, sanctions programme or risk-control requirement. We may provide records to competent authorities when lawfully required. We do not have to notify you before taking an action where notice is prohibited, would compromise an investigation, or would increase security or financial-crime risk.

You are responsible for determining whether your use is lawful where you live. If local law prohibits a transaction, you must not attempt it even if the interface technically permits submission.

8Wallets, custody and blockchain transfers

Where we provide a hosted wallet, your balance is recorded in our systems and may be supported by blockchain addresses, omnibus arrangements or service-provider infrastructure. A displayed address may support only the asset and network shown. Sending an unsupported asset, using the wrong network, omitting a required memo, or sending to an expired or incompatible address may cause permanent loss. Recovery is not guaranteed and may incur a fee.

Blockchain transfers are generally irreversible after broadcast. Confirmation time depends on network conditions, required confirmations, gas, validators, provider availability and security review. A transaction shown as pending is not final. We may wait for additional confirmations, investigate reorganisation risk or delay credit where a transaction appears duplicated, replaced, suspicious or inconsistent.

You must verify the recipient address, network, asset and amount before authorising a withdrawal. We are not responsible for an accurate transfer sent to the address you supplied, except to the extent the loss results from our breach of a non-excludable legal duty. We may set minimums, maximums, fees, confirmation thresholds and supported-network rules.

Private keys, signing systems and operational wallets may be managed through internal controls or specialist providers. No security system is infallible. You accept the custody, technology and counterparty risks described in Schedule A.

9Digital-asset and market risks

Digital Assets are high-risk and may not be suitable for every person. Risks include volatility, de-pegging, smart-contract failure, protocol changes, forks, network congestion, validator attacks, cyber incidents, wallet compromise, issuer failure, liquidity shortfalls, market manipulation, inaccurate external data, legal restrictions, tax changes and operational outages.

No historical price, reward, community allocation, merchant profit, staking rate, referral result or promotional statement predicts future performance. Any naira or dollar equivalent is an estimate based on an available rate and is not a promise that you can immediately sell at that value. We do not guarantee a market, buyer, merchant, bank payout, minimum price, return or continuous redemption route.

You should transact only with funds you can afford to lose, keep independent records, diversify security risks and seek professional advice. Schedule A forms part of these Terms and provides more detailed risk disclosure.

10Orders, quotes, rates and settlement

An Order is an offer by you to transact under the details shown. We may reject, queue, expire, split where expressly permitted, or require confirmation before acceptance. An acknowledgement that we received an Order is not acceptance or settlement. An Order becomes binding when the interface identifies it as accepted or matched, subject to Provider Truth, fraud checks, reconciliation and any cancellation right required by law.

Quotes may be indicative, time-limited or calculated from internal or external rates. The executable rate is the rate confirmed for the Order. Slippage, price movement, rounding, network fees and merchant availability may affect the final quantity. Before confirmation, the interface should disclose the material amount, asset, rate and fee information available at that time.

We may use decimal rounding appropriate to the asset or naira settlement. Very small residuals may remain as dust. We may aggregate records for display while preserving the underlying ledger. A transaction history is evidence of recorded activity but may be corrected where a duplicate, manifest error, provider reversal or unauthorised credit is established.

Settlement is complete only when the relevant ledger and provider records reach a final status. Labels such as “processing”, “submitted”, “awaiting confirmation” or “payment detected” are not final settlement. We may reconcile records after an apparent completion and correct inconsistent entries.

11Payivra naira deposits and Digital Asset purchases

Payivra may allow an eligible user to purchase a supported Digital Asset by paying naira to payment instructions assigned to an Order. You must pay only to the account shown for that Order, within the stated period, from an account permitted by our compliance rules, and using the exact amount and reference where required. Do not reuse expired instructions or pay a merchant outside the Order flow.

A deposit Order is ordinarily assigned to one merchant and one payment destination, with one proof or provider-confirmation path and one completion or reversal path. We do not ordinarily split a user’s single deposit across multiple merchants. Payment proof alone does not establish receipt. Completion depends on Provider Truth, verified receipt and required checks.

If you pay late, pay the wrong amount, use the wrong destination or omit a reference, the transaction may require manual reconciliation. Where a verified excess payment can lawfully and technically be credited, we may credit the corresponding eligible amount at the applicable confirmed rate, refund it, or request further information. We do not guarantee recovery of funds sent outside approved instructions.

When a verified qualifying deposit is completed, associated withdrawal entitlement or account eligibility may be updated according to current published rules. An entitlement is not cash, a Digital Asset or transferable property unless a feature expressly permits transfer. Erroneous or reversed deposits do not create a permanent entitlement.

12Payivra withdrawals and bank payouts

An eligible withdrawal or transfer-to-bank request locks or reserves the stated Digital Asset, fee and applicable entitlement while matching or payout processing occurs. A request may be fulfilled manually by an eligible merchant or automatically through a supported payment provider. Provider Truth controls whether an automatic payout succeeded.

Limits may apply per transaction, day, week, identity, category, programme or number of requests. Multiple wallets linked to one verified identity may share the same limits. A pending request may reserve capacity. Only completed withdrawals consume final entitlement; where an eligible request expires, fails or is reversed without a successful payout, the system should restore the associated reserved entitlement and Digital Asset, subject to reconciliation and lawful set-off.

For a split withdrawal, all required merchant legs must be reserved within the applicable matching period before payout starts. The user sees one parent request while merchants may see separate legs. User limits and eligible fees are calculated on the parent request; merchant settlement is calculated on each leg. Partial payout should not begin unless the entire request is sufficiently covered, except where you separately agree to a disclosed partial-settlement process.

Banking windows, weekends, public holidays, compliance review, provider outages and beneficiary verification may delay payout. A displayed estimate is not a guarantee. You must use an approved beneficiary account matching your verified identity. Third-party withdrawals are prohibited unless we expressly approve a lawful organisational arrangement.

13Merchant participation

Merchant status is separate from ordinary user status and requires application, acceptance of merchant terms, KYC, approved settlement accounts, sufficient liquidity, operational readiness and continuing approval. We may approve, reject, limit, suspend or withdraw merchant status based on risk, performance, complaints, funding, compliance or market needs.

Merchants may have distinct deposit-serving and withdrawal-serving levels based on eligible NGNDT and naira liquidity. A merchant may qualify for one direction but not the other. Levels may be recalculated automatically under published market rules. The assigned level does not guarantee Orders. Actual matching depends on balance sufficiency, order size, online status, controls, cooldowns, disputes and market demand.

Merchant balances may include available naira, pending T+1 funds, locked amounts and supported Digital Assets. Pending T+1 funds are not withdrawable or reusable until maturity. Weekend and holiday treatment may extend settlement. A merchant must maintain accurate accounts and must not enable a direction it cannot fund. We may centrally set manual, automatic or neutral operating modes and temporarily prevent merchant overrides where necessary for market integrity.

Cross-level matching may be permitted after a defined period of merchant inactivity at the merchant’s own level. The inactivity requirement applies to the merchant, not the age of a newly arrived Order. A new Order retains its own expiry. Cooldowns and cross-level waiting periods serve different functions and may both apply.

Merchant profit is calculated according to the applicable programme and completed transactions. Principal, pending funds, reserves, mistaken credits and unreconciled amounts are not profit. Profit-withdrawal windows, percentages and qualification dates may apply. Merchant analytics are informational and may be corrected after provider reconciliation.

14Peer-to-peer and participant transactions

Where P2P or matched participant functionality is available, Licentia provides technology, records, controls and dispute tools but may not be the buyer, seller or payment originator for each trade. You must follow the Order instructions and communicate only through approved channels. Off-platform arrangements are at your own risk and may be prohibited.

Do not mark an Order paid before making payment, demand release before confirmed receipt, submit false proof, use third-party accounts, reverse a bank payment after receiving Digital Assets, manipulate references, or pressure another participant to act outside the platform. Such conduct may result in freezing, reversal, suspension, reporting and legal action.

For manual trades, a dispute may temporarily restrict the relevant parties and lock assets while evidence is reviewed. We may request bank statements, provider references, screen recordings, communications and identity evidence. Automatic trades governed by Provider Truth may use reconciliation rather than participant voting. Our operational resolution does not prevent a party from exercising non-excludable legal rights.

15Bank accounts, virtual accounts and payment partners

A dedicated or virtual account displayed in the Services is a payment-routing facility supplied through a banking or payment partner. It is not necessarily a general-purpose bank account owned or controlled by you. You must use it only for its stated purpose and must not represent it as your independent bank account.

Beneficiary and merchant bank accounts must satisfy name-matching and compliance checks. Exact verified matches may be approved automatically; sufficiently similar names may require administrator review; clearly unrelated third-party names may be rejected or removed. Two matching names may be sufficient where one source contains an additional legitimate name, but approval remains subject to review.

Payment providers may reject, reverse, hold or investigate transactions under their own rules. We may share transaction and identity information with them where lawful and necessary. A bank debit does not prove final receipt by the intended destination. Provider references and settlement reports may be used to determine final status.

16Fees, spreads, commissions and taxes

Applicable fees, spreads, network charges, merchant margins, referral allocations or programme commissions will be disclosed in the interface, fee schedule or special agreement. They may differ by asset, channel, level, execution method, network, programme or market conditions. You authorise deduction of disclosed charges from the relevant balance or transaction proceeds.

Third parties may charge bank, card, transfer, blockchain, gas, correspondent, tax or service fees beyond our control. Unless expressly stated, displayed fees do not include third-party charges. If a fee estimate differs from the final unavoidable network cost, we may charge the actual disclosed or reasonably incurred amount where permitted.

You are responsible for taxes, duties, reporting and record keeping arising from your activity. We may deduct withholding or provide information to tax authorities where required. We do not provide personal tax advice. A statement or transaction history is not a tax certificate unless identified as such.

17Limits, categories, entitlement and access conditions

We may establish minimums, maximums, daily or weekly limits, count limits, identity-wide limits, merchant levels, VIP categories, cooldowns, waiting periods, balance requirements, deposit-based entitlements and other controls. Current values shown in the Services at transaction time form part of the applicable Order terms and may change prospectively.

Eligibility may depend on verified deposits, account history, identity status, active merchant status, referral-team performance, liquidity, programme participation or risk review. A category is an operational classification, not a guarantee of access, allocation, price, return or matching. Higher-priority categories may receive earlier matching when resources are limited, subject to lawful, disclosed platform rules.

Where the Services permit transfer of withdrawal entitlement or limits between users, the transfer is an internal reallocation rather than a bank transfer or Digital Asset transfer. It may be irreversible once accepted, may be restricted to verified accounts and may not be sold or used to evade compliance controls. We may reverse an erroneous, fraudulent or unauthorised limit transfer.

18Referrals, teams, commissions and codes

Referral features reward eligible introductions under published rules. A referral relationship may be associated with a verified identity rather than each wallet. One identity may have one canonical referral code, and duplicate codes or networks may be merged to preserve the genuine relationship. Historical completed commissions remain governed by the rules in effect when earned unless correction is required for fraud or manifest error.

Qualification may require that a referred merchant remains approved, active and funded above a stated threshold. Priority, access or commission may change when those conditions cease. Referral depth, rates, team badges and access rules are programme mechanics, not ownership rights or guaranteed income.

You must not make deceptive earnings claims, impersonate Licentia, promise guaranteed returns, buy identities, self-refer through duplicate accounts, spam, use coercion, or misstate the regulatory status of Licentia or NGNDT. We may withhold or reverse commissions attributable to fraud, reversed transactions, prohibited marketing or duplicate identities.

A Super Admin may correct a referral relationship where evidence supports reassignment. Reassignment ordinarily affects future access and commissions, not completed historical transactions. Licentia may require consent or evidence before making a change.

19Managed liquidity and contracted programmes

Licentia may offer managed-liquidity, institutional, sponsored, market-support or contracted-participant programmes under separate written agreements. Such programmes may use pre-funded participant balances, automated execution, internal ledger settlement, channel-specific source-lot accounting, restricted liquidity and programme-specific fees or commissions.

A participant must provide genuine consent and complete the required contractual and identity process. Programme activity remains subject to real ledger balances, transaction records, T+1 rules where applicable, anti-fraud controls and audit. Internal ledger settlement may represent underlying funds maintained with a payment partner and may be used to avoid unnecessary external transfer charges where lawfully structured.

Programme-origin funds may be restricted from use in other channels. Merchant balances may be displayed as a combined amount while internal records preserve source, maturity and channel eligibility. A separate agreement may provide a contracted participant commission based on eligible completed volume. No programme participant owns administrative treasury funds merely because they are allocated to an account for controlled transaction execution.

Confidential commercial mechanics may be protected, but Licentia will not use confidentiality to conceal information that applicable law requires us to disclose to a consumer, counterparty or regulator. If a separate programme agreement conflicts with this section, the signed agreement controls for that programme.

20Staking, rewards, allocations and promotions

Staking, lock-up, reward, community allocation, GFDI, buyback, support or promotional programmes are available only when expressly launched and may have separate rules, duration, eligibility, vesting, lock periods, sources of reward and withdrawal conditions. A promotional description is not a guarantee of profit or liquidity.

Rewards may depend on actual programme revenue, fees, utility activity, available reserves, verified eligibility or other stated conditions. We may disqualify duplicate, fraudulent or non-compliant participation. Unless mandatory law requires otherwise, free allocations, bonuses or promotional credits may be subject to expiry, staking, use restrictions or cancellation before they become finally vested.

You must review the specific programme terms. If a campaign advertisement conflicts with formal programme rules, the formal rules govern, subject to applicable consumer law and the prohibition against misleading representations.

21Prohibited activities

You must not use the Services for unlawful, fraudulent, abusive or deceptive conduct. Prohibited conduct includes money laundering; terrorist or proliferation financing; sanctions evasion; fraud; theft; extortion; ransomware; trafficking; illegal gambling; market manipulation; wash trading; unauthorised remittance; pyramid or Ponzi activity; bribery; corruption; tax evasion; identity abuse; exploitation; prohibited goods; or any transaction designed to disguise source, ownership, destination or purpose.

You must not interfere with security, scrape protected data, reverse engineer beyond rights granted by law, introduce malware, overload systems, exploit a defect, automate access without permission, manipulate matching, create false volume, misuse APIs, harass participants or staff, publish private data, or evade a restriction.

If you discover a vulnerability or erroneous credit, notify us promptly and do not exploit it. Keeping or spending funds you know were credited by mistake may lead to set-off, restriction and recovery action. Schedule B provides additional acceptable-use rules.

22Security responsibilities

You must protect your password, device, email, SIM, authentication factors, recovery information and API credentials. Use a unique password, enable available security controls, lock your device, verify domains and beware of phishing. Licentia will not ask you to disclose a full password or private key through informal messaging.

Notify official support immediately if you suspect compromise. We may temporarily restrict an Account while investigating. Delay may reduce recovery options. Do not rely on social-media groups, community leaders or unofficial telephone numbers for security instructions.

We use administrative, technical and organisational controls designed to protect the Services, but we do not promise that attacks, outages or unauthorised access can never occur. You should maintain your own records and assess whether hosted custody is appropriate for you.

23Errors, mistaken credits, reversals and set-off

We may correct a duplicate, delayed, reversed, fraudulent or manifestly erroneous entry. Where a provider confirms that a payout failed, we may reverse the local payout status and restore eligible balances and entitlement. Where a provider confirms success, we may complete or reconcile a transaction even if an earlier local process timed out.

If you receive a mistaken credit, you hold no beneficial entitlement to it. You must not withdraw, transfer or spend it and must notify us. To the extent permitted by law, you authorise us to reverse the entry, debit related balances, offset amounts we owe you, place a temporary hold, or request repayment. We will maintain an audit record and provide an explanation where lawful and practicable.

Manual financial adjustments, forced completion without ordinary automated evidence, and direct limit corrections are restricted to authorised personnel and should be supported by evidence and audit records. A correction does not waive our right to investigate the underlying cause.

We will not use this section to remove legitimately settled funds without a reasonable basis. You may challenge a correction through the complaint process and provide contrary evidence.

24Privacy, identity data and record retention

We process personal data to create and secure Accounts, verify identity, deliver transactions, prevent fraud, comply with legal duties, provide support, communicate service information, improve operations and establish or defend legal claims. Depending on the Service, data may include identity, contact, device, bank, blockchain, transaction, referral, merchant, support, risk and programme information.

Processing is governed by our Privacy Notice and applicable data-protection law, including the Nigeria Data Protection Act 2023 where applicable. Lawful bases may include contract, consent, legal obligation, legitimate interests, public interest and the establishment or defence of legal claims. We may use processors in Nigeria or other countries with appropriate safeguards.

We retain records for periods reasonably necessary for legal, tax, AML/CFT, audit, security, dispute and operational purposes. Older transaction and event records may be moved to secure archive storage while remaining retrievable for authorised history, reconciliation and legal requests. KYC data may be subject to different retention and access controls.

Subject to applicable law, you may request access, correction, objection, restriction, portability or deletion. Some records cannot be deleted while needed for legal compliance, financial integrity, fraud prevention or claims. Closing an Account does not require erasure of records we must retain.

25Third-party services and external content

The Services may rely on or link to banks, payment processors, identity providers, blockchain networks, data providers, app stores, websites, wallets, decentralised protocols or other third parties. We do not control their availability, policies, security or decisions. Your use may be governed by their terms.

A link, supported integration or reference does not imply endorsement or guarantee. We are responsible for our own obligations and for contractors to the extent required by applicable law, but we are not responsible for an independent third party’s conduct beyond our legal responsibility.

If a third-party failure affects a transaction, we may suspend processing, use an alternative provider, request evidence or await Provider Truth. You must not initiate duplicate transactions merely because a status is delayed.

26Availability, maintenance and changes

We aim to provide reliable Services but do not guarantee uninterrupted or error-free access. Maintenance, upgrades, database migration, security incidents, power or connectivity failures, provider outages, network congestion, force majeure or regulatory action may interrupt access.

We may place the Services in maintenance mode, restrict transaction creation, disable a channel, change matching rules or delay settlement to protect users and records. We will provide reasonable notice of material planned changes where practicable. Emergency action may be immediate.

We may update these Terms prospectively. We will state the effective date and provide notice appropriate to the importance of the change. If a change materially affects existing rights, we will seek renewed acceptance where required. Continued use after the effective date constitutes acceptance where legally valid. Changes do not retrospectively rewrite a completed transaction unless required to correct an error or comply with law.

27Restriction, suspension and account closure

We may restrict, suspend or close an Account where reasonably necessary for security, suspected fraud, prohibited activity, identity inconsistency, sanctions, legal process, provider instruction, material breach, unpaid debt, market integrity, prolonged inactivity, risk management or discontinuation of a Service.

Where lawful and safe, we will explain the action and provide a review or complaint route. We may withhold details that would reveal confidential detection methods, prejudice an investigation, violate law or endanger another person.

You may request closure after settling pending obligations and completing necessary withdrawals. Closure may be delayed while Orders, disputes, chargebacks, investigations, legal holds or debts remain. Subject to law and risk controls, we will provide a reasonable process for eligible remaining assets. Unsupported dust, frozen assets or funds subject to lawful restraint may not be immediately transferable.

Sections intended by nature to survive—including records, fees, taxes, risk allocation, privacy, intellectual property, liability, complaints and disputes—continue after closure.

28Intellectual property and permitted use

Licentia and its licensors own the Services, Content, trademarks, interfaces, documentation and software, excluding user-owned content and third-party materials. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to use the consumer interface for its intended lawful purpose.

You may not copy, resell, sublicense, frame, modify, distribute or commercially exploit the Services; remove notices; use our marks in a misleading manner; or create a confusingly similar service without permission. Rights granted by mandatory law, including lawful interoperability or security research rights, are not restricted beyond what the law permits.

If you submit feedback, you grant us a worldwide, royalty-free right to use it without identifying you, provided we handle personal data in accordance with our Privacy Notice.

29Service disclaimers

To the maximum extent permitted by applicable law, the Services are provided on an “as available” basis. We do not guarantee that a Digital Asset will maintain value, that every Order will match, that a merchant will be available, that a network will confirm within a particular time, or that a third-party provider will accept a transaction.

Analytics, estimated values, educational materials, community communications and market information are general information and may be delayed or incomplete. They are not personal advice. You remain responsible for decisions, addresses, amounts, devices, taxes and compliance applicable to you.

Nothing in these Terms excludes warranties, guarantees, duties or remedies that cannot lawfully be excluded. In particular, we do not disclaim responsibility for our fraud, wilful misconduct, gross negligence where non-excludable, or other liability that applicable consumer law prohibits us from excluding.

30Limitation of liability

Subject to non-excludable law, Licentia is not liable for indirect, incidental, special, exemplary or consequential loss; loss of speculative profit, opportunity, goodwill or data; market movement; an unsupported network transfer; an accurate transfer to an address supplied by you; or an independent third-party or blockchain event outside our reasonable control.

Where liability may lawfully be limited, our aggregate liability arising from a specific transaction will not exceed the greater of the fees you paid us for that transaction or the direct, proven loss caused by our breach, and our aggregate liability for a non-transactional claim during a twelve-month period will not exceed the fees paid by you to Licentia during that period. This limitation does not apply where applicable law requires a different remedy or prohibits the limitation.

You must take reasonable steps to mitigate loss and notify us promptly. No provision makes you responsible for loss caused solely by our breach of a non-excludable duty.

31Your responsibility and indemnity

To the extent permitted by law, you will compensate Licentia for reasonable, direct losses, claims and costs arising from your unlawful use, fraud, material breach, infringement, false information or unauthorised representation, except to the extent caused by Licentia’s own breach, negligence or misconduct.

We will give reasonable notice of a third-party claim and allow appropriate participation in the defence. You are not required to indemnify us for a matter where such indemnity is prohibited by consumer law. We will not settle a claim imposing an admission or non-monetary obligation on you without reasonable consultation.

32Support and complaints

Contact us first through the in-app support channel or the verified developer contact information displayed on the Google Play listing. Provide your name, registered contact, relevant reference, date, amount, expected outcome and supporting evidence. Never send a password, one-time code or private key.

We will acknowledge and investigate complaints within a reasonable period appropriate to their complexity. Payment-provider, blockchain, bank, fraud or identity matters may require external evidence and take longer. We may issue status updates and request additional information. Failure to provide evidence may prevent resolution.

If you remain dissatisfied, you may use any escalation route stated in our response and may contact a competent regulator, consumer-protection authority or court where you have that right. Nothing in these Terms prevents a complaint to the Federal Competition and Consumer Protection Commission, Nigeria Data Protection Commission, Securities and Exchange Commission or another competent authority where the matter falls within its jurisdiction.

33Governing law and dispute resolution

These Terms and non-contractual obligations arising from them are governed by the laws of the Federal Republic of Nigeria, without depriving a consumer of mandatory protections applicable in the consumer’s country of habitual residence.

Before formal proceedings, the parties should attempt good-faith resolution through the complaint process for at least thirty days, unless urgent interim relief is necessary. Where legally permissible and agreed, a commercial dispute may be referred to mediation or arbitration in Nigeria under applicable Nigerian arbitration law. Consumer claims that cannot lawfully be compelled to arbitration may proceed before a competent court or tribunal.

Nothing prevents either party from seeking urgent injunctive relief, reporting crime, complying with a regulator, or using a statutory consumer-redress process. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

34EEA and United Kingdom consumers

If you are a consumer in the European Economic Area or United Kingdom, mandatory consumer law applicable to you continues to apply. Nothing in these Terms removes statutory rights concerning transparent pre-contract information, unfair terms, misleading practices, digital services, remedies or access to competent courts.

Digital-asset and financial-service cancellation rights can differ from ordinary goods and may be limited once a service is fully performed, once execution begins with required consent, or where price depends on financial-market fluctuations. We will present transaction-specific information and obtain any consent required by applicable law. Do not assume that every executed Digital Asset transaction can be cancelled.

Licentia’s trader identity and verified contact information are displayed by Google Play in regions where required. If there is a conflict between these Terms and a mandatory EEA or UK consumer rule, the mandatory rule prevails for the affected consumer.

35Google Play and mobile-app provisions

Google is not a party to these Terms and is not responsible for Licentia’s Services, Digital Assets, transactions, support or claims. Your use of Google Play is also governed by Google’s applicable terms. Licentia, not Google, is responsible for addressing claims concerning the app or the Services, subject to applicable law.

You must comply with app-store rules and may not use a modified, unauthorised or malicious copy of the app. App updates may be required for security or continued compatibility. If you do not install an essential update, some Services may stop working.

The Terms URL supplied in Play Console should point to the current public version of this document. The verified trader details maintained in Play Console must remain accurate and operational. A discrepancy should be reported through official support.

36General legal provisions

36.1 Notices

We may provide notices through the app, website, registered email, SMS, push notification or other official channel. You must keep contact details current. A notice is effective when delivered or made available, subject to mandatory law.

36.2 Assignment

You may not assign your Account or rights without our written consent. We may assign these Terms as part of a lawful restructuring, financing, merger, sale or transfer of the Services, provided consumer rights are not materially reduced without required notice.

36.3 Severability

If a provision is unlawful or unenforceable, it will be modified only to the minimum extent necessary or severed, and the remaining provisions continue. A court should not use an invalid limitation to remove a mandatory consumer remedy.

36.4 No waiver

Delay in exercising a right is not a waiver. A waiver must be clear and applies only to the stated circumstance.

36.5 Entire agreement

These Terms and incorporated documents constitute the agreement for the Services, except for fraud, misrepresentation, mandatory law and separately signed agreements.

36.6 Interpretation

“Including” means “including without limitation”. Singular includes plural. Electronic acceptance and records may satisfy writing requirements where permitted by law.

Schedule A — Detailed Digital Asset risk disclosure

A.1 Price and liquidity risk

Digital Asset prices can move sharply and without warning. A displayed naira or dollar value may be based on the latest available rate rather than an immediately executable offer. Thin markets, large Orders, provider limits or market stress can create slippage or prevent execution. A token designed to track a currency can lose its peg.

A.2 Technology risk

Software defects, smart-contract vulnerabilities, key compromise, malware, phishing, consensus failure, forks, chain reorganisations, bridge failures, oracle errors and incompatible upgrades can cause delay or permanent loss. Open-source review does not guarantee safety.

A.3 Custody and counterparty risk

Hosted wallets and payment flows may depend on banks, payment processors, custodians, cloud providers, liquidity counterparties or operational wallets. Insolvency, fraud, seizure, service suspension or operational failure at a counterparty can affect availability and recovery.

A.4 Regulatory and legal risk

A government or regulator may restrict an asset, service, person, transaction or banking relationship. Rules may change quickly and may affect value, access, reporting, taxation or withdrawal. A supported asset today may become unsupported.

A.5 Operational risk

Human error, incorrect data, delayed webhooks, database faults, reconciliation differences, power failure, network congestion and cyberattacks can disrupt processing. Controls reduce but do not eliminate this risk.

A.6 Fraud and social-engineering risk

Scammers may impersonate staff, merchants, community leaders or support. Payments sent outside official instructions and credentials disclosed to others can cause irreversible loss. Verify every domain, account and instruction.

A.7 Tax and accounting risk

Digital Asset activity may create taxable events, valuation questions or reporting duties. Rules may apply even where no naira is withdrawn. Obtain independent advice.

A.8 Suitability

Do not transact with essential living expenses, borrowed funds or money you cannot afford to lose. Consider your experience, objectives, financial position and ability to absorb total loss.

Schedule B — Acceptable-use and market-integrity rules

1. Use only your verified identity and authorised payment methods.
2. Do not create or control duplicate identities to multiply limits, referrals, rewards or allocations.
3. Do not coordinate false trades, self-trades, wash trades or fabricated volume.
4. Do not submit altered payment evidence, forged documents or misleading complaints.
5. Do not exploit timing differences, mistaken credits, provider delays or software defects.
6. Do not transact for a sanctioned person, undisclosed principal or prohibited business.
7. Do not use the Services to collect third-party funds without lawful authority.
8. Do not threaten, harass, bribe or coerce merchants, users, staff or administrators.
9. Do not advertise guaranteed returns or claim regulatory approval that has not been officially granted.
10. Do not move a conversation or payment off-platform to avoid controls.
11. Do not automate access, scrape data or use bots without written permission.
12. Cooperate with reasonable compliance, dispute and security requests.

We may investigate patterns across linked identities, devices, accounts and transactions. Enforcement may include warning, delayed processing, limits, reversal of unvested rewards, suspension, closure, reporting and recovery action, subject to applicable law and procedural fairness.

Schedule C — Transaction and settlement principles

C.1 Status hierarchy

Submitted, queued, matched, processing, payment detected and provider submitted are intermediate statuses. Completed, released, confirmed, failed, rejected, expired, cancelled, refunded and reversed are terminal only subject to later correction for fraud, provider reversal or manifest error.

C.2 Source of truth

For bank transactions, the relevant payment provider or bank record is the primary settlement evidence. For blockchain transactions, the supported chain record and required confirmations are primary evidence. Local records are reconciled against those sources.

C.3 Expiry

An expired unmatched Order should release eligible reservations. Expiry does not cancel a bank transfer already received or a blockchain transfer already broadcast; such funds require reconciliation.

C.4 Parent and child Orders

A user may see one parent withdrawal while multiple merchant legs are recorded. User fees and limits apply to the parent; merchant balances, profit and settlement apply to each verified child leg. The system should reserve the full request before initiating payout.

C.5 Weekends and holidays

Certain merchant funds mature on T+1 Working Day. Some channels may accept deposits while delaying withdrawals. Published interface rules at transaction time apply.

C.6 Reconciliation

A timeout is not proof of failure. Do not retry by creating duplicate payments. Use the reference and support process. Reconciliation may complete, reverse or escalate a transaction after reviewing provider evidence.

Schedule D — Complaint information checklist

To help us investigate quickly, provide:

• Your registered full name, email or telephone number;
• The Order, transaction, transfer or provider reference;
• The amount, asset, network and date/time;
• The bank or wallet involved, with sensitive details appropriately masked;
• A clear description of what occurred and the resolution requested;
• Relevant receipt, statement, transaction hash or screenshot;
• Whether you have already contacted a bank, provider, merchant or law-enforcement agency;
• Any accessibility or vulnerability needs relevant to handling the complaint.

We may ask for unedited evidence through a secure channel. Do not publish identity documents, full bank details, passwords, authentication codes or private keys in public groups. Fraudulent complaints may result in restriction and reporting, but a good-faith complaint will not be penalised merely because it is unsuccessful.