Xedla's Terms of Use

Introduction

Last modified: 16 October 2024

The registration number for Xedla Technology Limited. in Nigeria is RC: 6899641. (Xedla ).

Xedla provides the "Xedla Services" listed below.

• Escrow Service: A secure way to manage financial transactions between parties.
• Virtual USD Card: A digital card for online purchases in USD.
• Airtime and Data: Services for purchasing mobile airtime and data.
• Utility Bills: Payment services for various utility bills.
• Bank-to-Bank Transactions: Transfers between bank accounts.

These Generally Applicable Terms apply to all Xedla  Services and Xedla  Account holders, shall include this document and any Schedules hereto, and shall be read in accordance with the policies ("Xedla  Policies") as may be referenced herein or elsewhere within the Xedla  App or the Website and which shall form part of these terms, including, but not limited to:

• Cookie Policy
• Privacy Policy
• AML Policy
• Complaints Procedure

In addition to these Generally Applicable Terms and the policies referenced above, please review any additional terms and conditions that may apply to the Xedla  Services you wish to contract.

The "Xedla  Terms" refers to these Generally Applicable Terms, the aforementioned guidelines, and any additional terms that may be applicable to the contracted Xedla  Services. The Xedla  Terms constitute a framework agreement that establishes the terms and conditions under which you may use, access, view, or interact with Xedla  in any manner, including applying for a Xedla account ("Xedla  Account") or using Xedla  Services in any manner ("Xedla  Interaction").Before opening a Xedla  Account or gaining access to Xedla  Services, you must read and understand these Generally Applicable Terms and the Xedla  Policies, as well as any Xedla  Terms specifically relating to the Xedla  Services you wish to contract and the various risk warnings contained therein. By proceeding with any Xedla  Interaction, you accept and acknowledge the risks associated with dealing with the respective Xedla  Services, as well as your acceptance of these Generally Applicable Terms, the Xedla  Policies, and any Xedla  Terms pertaining to the Xedla  Services you wish to contract. You also agree to accept Xedla's decisions regarding all topics pertaining to the Xedla  Services, as well as the terms of any third-party providers that Xedla  may employ in the provision of the Xedla  Services.

 

Registration Process

You will be able to access the Xedla  Services once your Xedla  Account has been activated, subject to the identification and verification process that Xedla  requires.

You agree that any information you submit during the identification and verification process, or in any other circumstance, is real and correct, and that any payment or deposit you make through your Xedla  Account is your rightful property and comes from a legitimate source.

Xedla  may request further information from you for verification purposes. You agree to comply with all requests made by Xedla  or any of our third-party service providers on our behalf in connection with your Xedla  Account, including requests to identify or authenticate your identity, validate your funding sources, proof of control of your account’s private address, and any Xedla Transaction. This may include requesting more information from you that will allow us to adequately identify you, such as requiring you to take steps to establish ownership of your phone number or checking your information against third-party databases or other sources.

We reserve the right to close, suspend, or limit access to your Xedla Account and/or the Xedla  Services if we are unable to obtain and verify such information, or if you do not comply with our reasonable demands.

We may discreetly check the information you provide us with, or we may obtain information about you ourselves or through third parties from secure databases. You agree that we or a third party operating on our behalf may undertake such verifications by agreeing to these Generally Applicable Terms.

You must keep your Xedla  Account information current and valid at all times. If we feel your information is outdated or incorrect, we may contact you and seek further information or ask you to repeat the verification procedure at any time. While we verify your identity, we may put a Xedla  Transaction limit on your Xedla Account or adjust an existing limit. We shall not be held liable for any losses incurred as a result of your failing to keep your information up to date.To use the Xedla  Services, navigate to the Accounts section of the Xedla  Website or App and select the relevant Xedla  Account.

Security

You are solely responsible for maintaining the security of your Xedla  Account. While we may assist you in restoring access to your Xedla  Account if it is reasonable to do so, Xedla  is under no obligation to do so, including in the case of theft or loss of control of the means of accessing the Xedla  Account. You agree that Xedla  is not liable for any damages or losses incurred as a result of theft or loss of control of your Xedla  Account that are not caused by Xedla's negligence or fault.  

You agree to keep your Xedla  Account's passwords, PIN numbers, any access codes and information strictly confidential. Xedla  is not liable for any access to or use of your Xedla  Account resulting from your or anyone else's disclosure of these login credentials.

Protecting your Xedla  Account and any associated access information includes, but is not limited to, the following steps:

• Logging out of your Xedla  Account when you are through using it;
• Maintaining the safety and security of any device you use to access your Xedla  Account, and;
• Ensuring that any e-mail account(s) you use to communicate with us are also secure and accessible only by you;
• Not writing down or exposing your Xedla  Account password;
• Changing your Xedla  Account's password on a frequent basis;

If you receive any SMS, emails, questionnaires, surveys, or other links requesting your Xedla Account access information, do not provide it and notify us at support@xedla.com immediately;

If you feel your Xedla  Account access information has been lost, stolen, or that someone has access to your e-mail account or device you use to connect with us, do not send your information and notify us at support@xedla.com immediately.

Please contact us at support@xedla.com if you have any questions relating to this.

Xedla specialises in the provision of financial services. Transactions and activity undertaken within the Xedla  App may be processed using automated procedures, and anyone with access credentials to your Xedla  Account may use it to enter transactions without your permission. Immediately notify us at support@xedla.com if you see any suspicious activity, such as misuse or unauthorised use of your Xedla  Account.The money in any Xedla  Account is the property of the individual or entity listed as the accountholder. Only the Xedla  Account holder's rights are recognised. Your Xedla  Account cannot be transferred or allocated to another individual.

Unauthorized Access

If you believe a Xedla  Transaction was carried out incorrectly or without your permission, please contact us as soon as possible by using the Xedla  App or emailing support@xedla.com. Failure to contact us as soon as you become aware of an unauthorised or incorrectly performed Xedla  Transaction, or within one month of the transaction's date, may result in you losing your right to have the matter resolved.

If it is determined that a Xedla  Transaction was not authorised by you, or was incorrectly initiated or executed by us (provided we can prove such incorrect transaction occurred), and you notified us within one month of the date of the unauthorised Xedla  Transaction, we will refund you the full amount debited without authorization. However, if you have acted fraudulently, or have intentionally or negligently failed to comply with your obligations set out in Clause on Security, or you have failed to notify us on time in accordance with Clause on Notification, you will be liable in full for all losses incurred in relation to a Xedla Transaction made by us that you did not authorise, you will be liable in full for all losses incurred.

PLEASE BE ADVISED THAT ANY LIABILITY LIMITATIONS SET FORTH IN APPLICABLE LAWS IN RESPECT OF AN UNAUTHORIZED OR INCORRECTLY EXECUTED PAYMENT TRANSACTION MAY NOT APPLY TO LOSSES RELATED TO TRANSFERS.

Xedla Account Closure

We shall close your Xedla  account based on your written request, which must be submitted to Xedla  Customer Service at support@xedla.com, or in compliance with the Xedla  Terms and/or applicable law.

You agree that Xedla  may retain personal information about you, your Xedla  Account, and any Xedla  Interactions for a period of three years or as required by applicable legislation following the closure of your Xedla  Account.|If your Xedla  Account contains a balance at the time of closure, Xedla  may require that you withdraw your cash within a reasonable timeframe. During this period, your Xedla  Account will only be available for the purpose of removing the balance. After this period, you will no longer be able to access your Xedla Account, but you may withdraw any leftover funds for a period of three years from the date of closure by contacting Xedla Customer Service at  support@xedla.com and requesting a refund or bank transfer. Any pending instructions will be canceled upon cancellation of your Xedla  Account.

You cannot close your Xedla  account to avoid a probe. If you attempt to close your Xedla  Account while an investigation is ongoing, Xedla  may freeze your account to protect itself, its affiliates, or a third party from liability.

Even after closing your Xedla  Account, you are accountable for any connected obligations.

In the following instances, we may close your Xedla Account and terminate all applicable Xedla Terms with immediate effect, without limiting the generality of this provision and without prejudice to any accrued rights under the Xedla  Terms or rights or remedies that may be applicable:

• You violate a material term of the Xedla Terms and fail to remedy the violation within 14 days after receiving written notice to do so;
• You consistently violate one or more of the Xedla  Terms in such a manner that it is fair to conclude that your actions are inconsistent with your intention or ability to comply with the Xedla  Terms and their conditions;
• There has been a bankruptcy, insolvency, liquidation, or similar event;
• Any change in or introduction of laws, regulatory authority rules, or guidance (or change in their interpretation or application) renders it unlawful or contrary to such law, rule, order, or regulation for Xedla  or you fail to perform or give effect to any obligations hereunder, and such obligation cannot be easily severed from the Xedla Terms;
• We are unable to authenticate your information under the applicable Xedla  Terms.
• You die; 
• We have reason to believe that your usage of the Xedla  Services causes damage to Xedla, the Xedla  Services, and/or the Xedla  mobile application;
• The overall number of transactions you perform through your Xedla  Account fluctuates significantly (either positively or negatively);
• You have acted or failed to act in any manner that we reasonably believe will harm Xedla's business operations, reputation, or goodwill, and/or that we reasonably determine or suspect will result in any offence or increased risk or liability to us; and/or you have acted or failed to act in any manner that we reasonably determine or suspect will result in any offence or increased risk or liability to us; and/or you have acted or failed to act in any manner that we reasonably determine or suspect will result in any offence or increased
• We are unable to supply you with Xedla  Services due to the inability of a third party to provide us with the products and/or services we need to provide you with Xedla  Services.

In addition to terminating your Xedla Account, we may take the following actions if you break any of the Xedla  Terms (such as failing to pay us the amount owed):

• You may suspend (in whole or in part) your use of the Xedla Services, in which case we shall not consider any order for a transaction to have been received.
• disclose any transaction information or other pertinent information about you and your use of the Xedla  Services to the appropriate regulatory authority, law enforcement agency, or government department, and/or
• seek compensation from you if appropriate.

Notice and Communications

You consent to receiving electronic communications from Xedla  regarding Xedla  and the Xedla Services. We will communicate with you via the Xedla  App or the primary email address listed in your Xedla Account profile ("Primary Email Address") or generally through our website. You are responsible for keeping this Primary Email Address secure. You acknowledge that Xedla  is not liable for any damages or losses caused due to the unauthorised use of or loss of control over the aforementioned Primary Email Address. 

You are responsible for regularly accessing and examining the Xedla  App, the Website, and your Primary Email Address, as well as opening and reviewing communications that we provide to you via these channels. You must immediately report any issues, apparent errors, or unlawful Xedla Transactions or usage of your Xedla Account after reviewing your notifications and Xedla  Transaction history. Failure to communicate with us in accordance with the applicable Xedla  Terms may result in the forfeiture of cash and/or critical rights.

We may contact you periodically to advise you of changes to your Xedla  Account or to provide you with essential information. It is your responsibility to regularly verify the Xedla App, Wesbite and Primary Email Address, and to maintain valid contact information in your Xedla  App profile. In accordance with these terms, you may contact us through the Xedla  app or by sending an email to support@xedla.com.

Personal Data

The processing of your personal data is governed by these Generally Applicable Terms, as well as any other applicable Xedla Terms, including any applicable Supplements, and our Privacy Policy, which may be found at our Privacy Policy page. Additionally, Xedla  adheres to all applicable privacy rules in place in our jurisdictions of operations.

When you employ the Xedla  Services, we may collect Personal Information, such as the geographical location of a Xedla Transaction. We may collect the precise location of your device when the Xedla  App is running in the foreground or background if you grant permission through your mobile operating system's permission mechanism for the Xedla App to access location services. Your IP address can also be used to approximate your location. If you have already accepted to provide location data using the Xedla  app, you can opt out at any time. If you do not opt out of providing location data, you consent to its collection, use, sharing, and transmission as described in our Privacy Statement.

You accept that we may collect Personal Data about how you and other Xedla  Accountholders interact with the Xedla  Services. We may access and retain names and contact information from your device's address book to facilitate social interactions via the Xedla  Services and for other lawful business purposes.

We collect transaction information regarding your use of the Xedla Services, including the type of service you purchased, the day and time the service was executed, the amount charged, and other transaction details. The hardware model, operating system and version, software and file names and versions, chosen

language, unique device identifier, advertising IDs, serial number, device motion information, and mobile network information may be gathered.

You acknowledge and agree that we may use the personal data we collect to facilitate your use of the Xedla Services, including sharing non-sensitive information about you with other Xedla  Account users.

You hereby irrevocably and unconditionally consent and authorise us to collect, use, process, and store any and all of your personally identifiable information, credit or financial information provided to us, including your KYC Information, at any time and at our sole discretion, regardless of any consents provided to us by you in these Generally Applicable Terms or other Xedla  Terms. You also agree that we may disclose your personally identifiable information, credit or financial information, including your KYC Information, to the Card Issuer and/or other Xedla  affiliates, financial institutions, debt collection agencies, credit bureaus, any credit reporting agency, or any other third party service providers of Xedla and/or the Card Issuer for any purpose related to our provision of services under applicable law.

Xedla reserves the right to transmit information or personal data about you, as well as activity you conduct through your Xedla Account, to law enforcement agencies, state authorities, and financial institutions, if required to comply with applicable law or to determine whether any of the Xedla Terms or applicable law have been violated.

You agree to receive autodialed and prerecorded messages at the telephone number you submit to Xedla  (including a mobile phone number). You can provide us with your phone number in multiple ways, including when you create or amend your Xedla  Account profile.

We will never market, advertise, or solicit you using autodialed or pre-recorded messages without your authorization, but we may share your phone numbers with the Card Issuer, our affiliates, or other service providers, such as billing or collections organisations, who may contact you using such methods.

You acknowledge and agree that Xedla  may monitor or record telephone conversations you or anyone acting on your behalf has with Xedla  or its representatives without extra notice or warning for quality control and training purposes, as well as for its own protection. You acknowledge and agree that while your talks with Xedla  may be overheard, monitored, or recorded without further notice or consent, Xedla  does not guarantee the preservation or retrieval of any telephone call recording.

You consent to our use of your personal information associated with your Xedla Account for the purposes of evaluating, developing, and enhancing our products and services. This may involve sharing your personal information with our affiliates, agents, distributors, and suppliers so that they can manage Xedla  Transactions and undertake statistical research and analysis. We may also reveal your personal information if compelled to do so by law, legislation, or any competent authority or agency conducting an investigation into fraudulent, illegal, or unauthorised conduct.

For more information on the personal data that Xedla  collects and uses in connection with your Xedla  Account and use of Xedla  Services, please visit our Privacy Policy page

Links to Other Websites

Our Service may contain links to websites or services of third parties that are not owned or controlled by the Company.

The Company does not control and is not responsible for the content, privacy policies, or practises of any third-party websites or services. You further acknowledge and agree that the Company is not responsible or liable, directly or indirectly, for any damage or loss caused or claimed to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any such websites or services.

We strongly suggest you read the terms and conditions and privacy policies of any third-party websites or services you visit.

Intellectual Property

Xedla  owns or has a licence to use the Xedla  App and Website, as well as all Intellectual Property Rights included within, including logos, content, product information, etc. Without our prior written approval, you may not copy, mimic, reproduce, alter, or otherwise use any Intellectual Property found in whole or in part on the Xedla  App, the Website, or any website to which it links.

The Xedla  Terms do not provide you or any other person or entity any legal rights in the Xedla  App and/or Website, unless such rights are required for you to utilise the Xedla  App and/or Website. You agree not to alter, circumvent, or remove any notices on the Xedla  App and/or Website (including any Intellectual Property notices), including any embedded digital rights or other security.

You represent and warrant that the content, information, or data you provide to the Website or Xedla  App is yours and that you own or otherwise control all necessary rights to it.

We reserve all of our intellectual property rights in connection with the Xedla  Terms. This indicates that Xedla, for instance, will maintain ownership and be permitted to utilise them as it sees fit.

Customer Support and Complaints

When a customer has a complaint, we investigate it thoroughly. To submit a formal complaint about Xedla , our services, or your Xedla  Account, please review our Complaints Policy on our website at https://www.Xedla.com/

At any point during the term of any Xedla  Terms, you may request a copy of the applicable Xedla Terms and any other material relevant to current applicable laws and regulations.

Amendments

By giving you with at least 1 (one) month's written notice through the Website, the Xedla  App, or an email to your Primary Email Address as set out in your Xedla  Account, Xedla  reserves the right to unilaterally change any and all Xedla  Terms. You acknowledge that it is your responsibility to remain abreast of any changes to the Xedla Terms and to adhere to the then-current version of those terms.

If you do not notify us to the contrary before the anticipated date on which the adjustments would take effect, we will assume that you have accepted the alterations. If you do not contact us to inform us otherwise, we will assume that you want to shut your Xedla  Account and terminate any applicable Xedla Terms as of the effective date of the changes.

By continuing to use the Xedla  Services or by not terminating the Xedla  Services after the effective date of any additions, changes, or updates, you agree to be bound by the Xedla  Terms, as amended.

Changes to the Xedla Terms may be made without prior notice to you and will be effective immediately if I such changes are required by law or (ii) such changes relate to the addition of a new service, additional functionality to an existing Xedla  Service, a reduction in the cost of the Xedla  Services, or any other change that does not reduce your rights or increase your responsibilities.

Warranties

The Xedla  App, Xedla  Services, and Website are given "as is" and "as available," with no representations or guarantees of any kind, either stated or implied, including but not limited to any statutory warranties.

To the fullest extent permissible by law, Xedla  disclaims any and all implied warranties of title, merchantability, fitness for a specific purpose, and/or non-infringement with respect to the Website and all of its components, as well as the Xedla  App and all of its components.

No representation or warranty, express or implied, is made with respect to the Xedla  Services, including the content, materials, information, and functions made available by the Xedla  Services when used on or accessed through the Xedla  App and/or Website, or with respect to any security breach associated with the transmission of sensitive information through any Xedla  Interaction, by Xedla , its officers, directors, agents, employees, and suppliers.

There is no guarantee that the Xedla Services will meet your requirements. Neither the Website's availability nor its error-free operation, nor the provision of the Xedla  Services, are guaranteed or warranted in any way by Xedla . The receipt, processing, acceptance, completion, or settlement of Xedla  Transactions or the Xedla  Services may be adversely affected by system failures or other interruptions, for which Xedla  shall not be liable.

When using the Xedla  Services, you are purchasing products and services independently of Xedla. Xedla  expressly disclaims any duty to ensure the quality, performance, or other consequences of items and/or services purchased through the Xedla  Services.

Suspension of Xedla Services

We reserve the right to alter, suspend, or terminate the operation of the Xedla  Services, or any part thereof, at any time and for any reason, with or without prior notice or liability.

As such, the following are strictly forbidden ("Prohibited Activities"):

• You may not open more than one (1) Xedla  Account, unless Xedla  grants you permission to do so in writing.
• If Xedla  has terminated your previous Xedla  Account, you may not open a new Xedla  Account without Xedla's written consent. 
• You may not initiate or take part in any attempt to manipulate or subvert the rights or obligations of Xedla, any other Xedla Account holder, or any third party.
• You agree not to violate or attempt to violate the security of the Website or the Xedla App, or to interfere with the proper working of the Website, the Xedla  App, or the Xedla  Services in any way.
• Neither you nor your Content may violate the intellectual property rights (including copyright, patent, trademark, trade secret, and other IP rights) of Xedla or any third party.
• You must refrain from any conduct that could be considered libelous, obscene, threatening, or harassing in connection with your Xedla  Interaction.
• You may not make unwanted sexual advances to any employee, agent, or customer of Xedla .
• You are not permitted to provide Xedla  with any information that is untrue, incorrect, or misleading.
• You must cooperate with any request for information or verification of identity made by Xedla.
• You may not make any unauthorised or unlawful use of the Xedla  Services.

In connection with any activity deemed suspicious or fraudulent, or in any way directly or indirectly contrary to these Generally Applicable Terms, any other applicable Xedla  Terms, and, in particular, the Prohibited Activities, Xedla  reserves the right to limit, suspend or terminate a Xedla  Account, access to any Xedla  Account, and use of any Xedla  Services and/or the Website, at any time and without notice.

Xedla  may take action to protect itself, other Xedla  Account holders, and third parties if it determines, in its sole judgement, that you have broken any Xedla  Terms, including the Prohibited Activities. As a result of this, we may, among other things, notify other users or third parties with whom you have transacted, notify law enforcement or other applicable agencies and authorities, take legal action against you, and/or restrict your ability to engage in Xedla  Interactions.

In the event that your Xedla  Account is terminated or cancelled, you will be able to withdraw any remaining funds in your Account Balance, less any applicable fees, unless Xedla  reasonably determines otherwise, for example, to comply with the requirements of law enforcement authorities or court processes.

Xedla  is not responsible for any financial losses that may occur as a result of a Xedla  Account being temporarily or permanently closed. If Xedla  determines that you have engaged in Prohibited Activities, it may take any action it deems necessary, including freezing your Xedla  Account, reporting you to police enforcement or other authorities, and even confiscating any funds in your Xedla  Account.

Xedla  will, when possible, fill you in on the specifics of our actions, but in some cases, we may be unable to do so owing to legal constraints such as protecting the privacy of third parties or refraining from interfering with an ongoing investigation.

Xedla’s Right to Set-Off

If any occurrence occurs that requires us to be compensated by you, we shall be entitled to collect any sum payable to us by withholding all or a portion of any sum that you have lodged with us under any Xedla  Transaction or otherwise (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers). Any right of set-off you might have had before is gone.

To be clear, if you have a negative balance in any currency in your Xedla  Account, or if you owe us money for any reason, Xedla  may set-off the amount you owe us by using funds in that currency or in another currency balance, or by deducting amounts you owe us from money received into your Xedla  Account. Any monies that you try to withdraw or transfer out of your Xedla  Account, or from funds in another Xedla  Account that you control, may be subject to deductions.

If the amount you owe us is denominated in a different currency than the one in which your currency is held, we shall convert your currency holdings into the denominated amount owed to us using our Exchange Rates. This conversion is happening, and we don't have to tell you that.

Liability

The defaulting party's liability for any loss or damage caused by a breach of these Generally Applicable Terms or any other applicable Xedla Terms shall be

limited to the loss or damage that is a reasonably foreseeable result of such breach and results directly from the acts of the defaulting party.

To the fullest extent permissible by law, Xedla  disclaims all liability and responsibility for any damages or losses (including, without limitation, loss of any currency, goodwill, reputation, profits, business opportunity, or other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from the use of the Xedla  Services, however arising, including, without limitation:

You are unable to use the Xedla  Services for whatever reason; interruptions or lags in Xedla  Services;

the possibility of contracting a virus or other malware by using the Xedla  App, Website, or any associated service;

problems, flaws, errors, or omissions of any kind in the Xedla  Services; inaction or action on the part of a third party;

suspension or other action taken against your Xedla  Account; or

 

Any interference from other parties is prohibited.

Any delay or failure to meet their respective responsibilities, including any withdrawal requests, due to any cause beyond their reasonable control shall not be the responsibility of Xedla, its officers, authorised representatives, or linked organisations or persons. Any market movement, volatility, or crash; any technological failure, including failure within the financial ecosystem; any infrastructure failure, including computer, server, or network failures beyond our reasonable control; security breaches; and any other acts or omissions of a third party are all examples of what are known as "Force Majeure Events."

Although Xedla uses normal industry practices to ensure that its website, app, and services are virus-free, we cannot provide any assurance that this will always be the case. If you use our Website, the Xedla  App, or the Xedla  Services, or if you download any content from it or any website linked to it, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material.If you submit a request to us to obtain or limit exposure, and such request is not made public on the Website or the Xedla  App, is revoked, or is not carried out, we will not be held liable in any way. Limitations on liability and disclaimers of warranties are illegal in some places. Only those limitations and disclaimers that are permitted by law will apply to you. Xedla , its officers, employees, licensors, partners, service providers, or subcontractors (if any) will not be liable for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, lost profits, loss of use, loss of data, or loss of goodwill) arising out of or in connection with any Xedla , to the maximum extent permitted by applicable laws. The preceding provisions apply, but are not limited to, any obligation arising from a claim based on breach of contract, breach of warranty (including negligence), product liability, or otherwise, and whether or not the respective individuals have been notified of the possibility of such damages:

Everything related to your use, access, and display of the Xedla  Services, including any delay in or inability to use, display, or access the Xedla Services;

Malware, data, programmes, websites, products, or services obtained through use of the Xedla Services; or

Any business that benefits from Xedla  Services or the inaction or misconduct of a third party;

Intentional or unintentional misconduct on the part of any financial custodian, regardless of any determination of culpability with respect to such third parties;

Any Xedla Transaction that we have attempted to execute based on an incorrectly given unique identifier provided by you, whether it be a virtual  currency transaction or a Xedla  bank transfer;

  Any failure or delay in our performance of our obligations under the applicable Xedla  Terms (including any delay in payment) due to any cause beyond our reasonable control, including, but not limited to, any action or inaction by you or any third party, any force majeure event, any bank delay, any postal delay, any failure or delay of any fax or electronic transmission, any accident, emergency, act of God, or any unusual or unforeseeable circumstances;

Any interruptions or delays in the Xedla  Services; any viruses or other malicious software you may have picked up by visiting the Website or any associated site or service; any bugs, errors, or inaccuracies in the Xedla  Services; any virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data, or other proprietary material due to your use of our Website or Xedla  Services.

A material third party's acts or inactions;

A hold or other action has been placed on your Xedla  Account;

If any of the Xedla  Terms or Xedla  Policies are modified, you may be required to change your business methods, the content or conduct of your website, or even go out of business.

Criminal activity on the part of a third party that makes use of faked and/or stolen papers and/or information;

Our obligations under the laws of any jurisdiction, or any damages we sustain as a result of a new legislation or regulation placing a duty on us; Any loss or damage you may incur as a result of any abnormal or unforeseeable circumstances beyond our reasonable control that would have been unavoidable despite our best efforts, such as delays or failures caused by problems with another system or network, any breakdown or failure of transmission, communication, data processing, or computer facilities, mechanical breakdown, an act of State Government, war, riot, or terrorism, any act of God, any market, postal, or obstructive condition.

Your use of, or inability to use, the Xedla  App and/or the Accounts associated with your Xedla  profile due to or in connection with any failed, missing, delayed, or fraudulent transactions, payment transmission issues, etc.

Theft, loss, or misuse of your Xedla  Account, Xedla  App, Personal Data, PIN, or password that is not the result of Xedla 's negligence or dishonesty;

Negligence, default, willful misconduct, fraud, act, omission, breach, or failure on the part of any third party (including you and the Card Issuer) or violation of relevant laws.

We follow your reasonable instructions;

Any loss you or a third party suffer as a result of something outside of our control (such as the mail not being delivered, a machine or system failing, a strike, or a breakdown in communication);

Any damages caused by your carelessness or dishonesty, whether committed alone or in collusion;

Expenses you incurred as a result of violations of the Xedla  Card Terms or the Card Issuer Terms;

Subject to the above, in no event will Xedla's liability to you under any Xedla  Terms exceed the amount of Fees you paid to Xedla  in the three months preceding the claimed infringement.

Nothing in the Xedla  Terms shall be construed to exclude or restrict liability for death or personal injury, fraud or fraudulent misrepresentation, or any other liability which may not be excluded or limited under applicable law.

You must continue to fulfill the following obligations under all Xedla  Agreements: 

You agree to indemnify, defend, and hold harmless Xedla , any other Xedla  Accountholder, and any third party from and against any and all Claims, losses, damages, costs, expenses, and fees arising out of or related to your breach of any of the Xedla  Terms, your use of the Xedla  Services, or your use of your Xedla  Account. To the extent permissible by law, you agree to reimburse the Card Issuer, Xedla, a Xedla  Accountholder, or a third party for any and all such liabilities.

  fees and other costs accrued in your Xedla  Account prior to its closure, suspension, or termination; and

using the Xedla  App, the Website, and/or the Xedla  Services in a way that does not violate any applicable local, state, federal, or international law, rule, or regulation, including but not limited to any laws, rules, or regulations relating to export or import activity, taxes, or foreign currency transactions. You alone are responsible for satisfying any and all tax requirements imposed by any and all governments. Xedla  is not responsible for ensuring that you pay all applicable taxes or for handling their calculation and transmission.

Indemnification

You agree to indemnify, defend, and/or compensate Xedla  and any affiliated entities, third-party providers, employees, agents, or persons authorised to act on our behalf, and their respective directors, shareholders, officers, employees, or agents, from and against any and all actions, claims, demands, losses, liabilities, expenses, costs, and fees (including attorneys' fees) arising directly or indirectly out of or in connection with your use of the Services.

Termination

By providing you with thirty (30)days' notice, Xedla  reserves the right to terminate any and all Xedla  Terms at any time in its sole discretion. The termination of the Xedla  Terms will not impact our rights or obligations under those terms.

In the event of a termination of your Xedla  Terms, your Xedla  Account may be closed. The final payment on your account will be processed in accordance with these terms and conditions.

Any provision of these Xedla Terms that, by its terms, should survive termination, shall survive termination.

For the avoidance of doubt, any Party may terminate any applicable Xedla Terms immediately, with or without cause, without affecting the accrual of any rights under such Xedla Terms or the exercise of any other rights or remedies available to such Party, if and only if the following conditions are met:

  if the other party seriously violates any of the Xedla  Terms and does not remedy the violation within 30 days of written notice to do so;

persistent breaches by the other party of any of the Xedla Conditions give rise to reasonable doubt about that party's commitment to or ability to fulfill its obligations under the Xedla  Conditions;

  either party has filed for bankruptcy, been insolvent, had its business dissolved, or experienced a comparable occurrence; and/or

Any obligation of any party hereunder that is unlawful or contrary to any law, rule, order, or regulation because of laws, payment scheme rules, regulatory authority rules or guidance, or any change in or introduction thereof (or change in the interpretation or application thereof), cannot be easily severed from the Xedla  Terms.

Without limiting any rights or remedies that Xedla  may have under the applicable Xedla Terms, Xedla  may terminate any Xedla Terms with immediate effect by providing written notice to you if:

We have been unable to validate your details in accordance with the Xedla  Terms;

you die;

We have reason to suspect that your use of the Xedla  Services damages, corrupts, degrades, destroys, or otherwise negatively affects any Xedla  Services, as well as any other software, firmware, hardware, data, systems, or networks that you access or use;

There is a considerable change in the total number of Xedla  Transactions you make (either positive or negative);

You have acted or omitted to act in any way that we reasonably believe will harm Xedla's business operations, reputation, or goodwill, or that we reasonably determine or suspect will result in any offence or increased risk or liability to us; and/or you have acted or omitted to act in any way that we

reasonably determine or suspect will result in any offence or increased risk or liability to us; and/or you have acted or omitted to act in any

We are unable to deliver the Xedla Services to you because a third party has failed to provide us with any goods or services that we require to provide the Xedla Services to you.

If you breach any of the Xedla  Terms (including your obligation to pay us any sum outstanding), we may terminate these or any other Xedla  Terms without notice to you, or we may:

suspend (in whole or in part) your use of the Xedla  Services, in which case we will not recognize any order for a Xedla  Transaction that you may wish to make as having been received by us;

Any Xedla  Transaction, as well as any other relevant information about you and your use of the Xedla Services, should be reported to the appropriate regulatory authority, law enforcement agency, or government department; and/or

If necessary, seek compensation from you.

The closing of your Xedla Account, as well as all Xedla Services, Xedla  Cards, and the associated Xedla Terms, is required to terminate these Generally Applicable Terms. Your remaining balance will be handled by Xedla  in collaboration with the Card Issuer in line with the relevant Xedla  Terms, which, for the avoidance of doubt, include the Card Issuer Terms.  

Any terms that should by their nature survive the termination of these Generally Applicable Terms or other Xedla  Terms, as applicable, shall also survive.

Seizure and Refund of Balances

Xedla  reserves the right to permanently revoke access to, and/or confiscate, any funds held in a Xedla  Account without prior notice to the Xedla  Accountholder. Xedla  is not required to and may be forbidden from providing the legal basis for any restrictions placed on your Xedla  Account.

If required by law, rule, court order, or the direction or guidance of a competent regulatory authority or agency, we will return any remaining funds in your Xedla  Account to the original funding source upon closure of your account. Notwithstanding the foregoing or any other provision in any applicable Xedla Terms, if we reasonably believe you have not acted in accordance with any Xedla Terms or have acted unlawfully, or if we are prohibited from allowing you access to your account balance by any applicable law, we reserve the right to refuse to refund your account balance, in whole or in part, in accordance with applicable law.

Tax Liabilities

You are responsible for determining whether or whether taxes apply to payments you make or receive and then collecting, reporting, and remitting those taxes to the relevant taxing authority. There is no obligation on our part to determine if taxes apply to your Xedla  Transactions, or to collect, report, or remit any taxes that may be due as a result of your Xedla  Transactions.

You are responsible for reporting and paying any taxes due as a result of profits made via use of the Xedla  Services, as well as for complying with any other tax requirements that may apply to your use of the Xedla  Services.

In the event that you use the Xedla  Services while traveling outside of the country, we may be subject to local tax laws. You agree to declare and pay any taxes that may be due in connection with Xedla Transactions completed using the Xedla Services in a timely manner and in accordance with all applicable tax laws and regulations.

Translation Interpretation

These Terms and Conditions may have been translated if We make them available to You via our Service. In case of a discrepancy, you acknowledge that the English version shall govern.

Jurisdiction

Unless otherwise specified, these Generally Applicable Terms and all supplementary Xedla  Terms shall be governed by, and any claim or dispute shall be resolved exclusively by, the courts located in Nigeria. For the avoidance of doubt, no alternative dispute resolution procedures are included into these Generally Applicable Terms as a way of disputing or issuing any claims related to these Generally Applicable Terms.

For European Union (EU) Users

If you are a consumer in the European Union, you will be protected by the mandatory provisions of the legislation of the country in which you actually reside.

United States Legal Compliance

 

You hereby affirm, represent, and warrant that (i) you are not located in, under the control of, or a national or resident of any country that is subject to an embargo by the United States government or that has been designated by the United States government as a "terrorist supporting" country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

Miscellaneous

To access certain features of the Xedla  Services, you may be required to agree to additional terms and conditions, either with Xedla  or a third party. By creating a Xedla  Account, you agree to this:

You and Xedla  agree that neither of you will bring any claims against the other in any purported class or representative action or proceeding. No arbitrator or judge can join or combine the claims of different people or entities, and no judge can oversee a class action or a consolidated proceeding involving many people. The accounts of the other Xedla  Accountholders will not be impacted by any assistance given to any one of the other Xedla  Accountholders.

No third party is intended to receive any benefit from these Generally Applicable Terms or any of the specific Xedla Terms unless otherwise specified. The Xedla  Account Holder shall have the only and exclusive right to enforce any of these Terms against Xedla.

You may not transfer, assign, sell, or otherwise award any third party a legal or equitable interest in your Xedla  Account without Xedla 's prior written consent. Any and all rights and obligations under the Xedla Terms, as well as the Xedla Terms themselves, may be assigned by Xedla at any time.

Our failure to enforce a right under the Xedla  Terms or applicable legislation is not a waiver of that right.

We may comply with any subpoena, levy, or other lawful process that we deem appropriate. We will notify you of the procedure by either email, phone call, or regular mail. Xedla reserves the right to switch card issuers and processors, among other third-party service providers, at any moment and without prior notice.

In its sole and absolute discretion, Xedla  may modify, refuse to post, or remove any content provided by a provider that it deems to be offensive, inaccurate, illegal, fraudulent, or in violation of the Xedla  Terms.

In the event that any provision of the Xedla Terms is held to be unlawful or unenforceable, the other sections shall be enforced to the maximum extent permitted by law.We cannot predict how much the value of a currency will change in relation to another currency. Foreign exchange rates are highly unpredictable and cannot be predicted based on their historical behavior or patterns.

Interpretation

Clause and schedule headers, as well as paragraph headings, shall not affect the interpretation of these Terms.

A "person" can be either an individual or a legal entity like a business or an unincorporated group (whether or not having separate legal personality).

All applicable Schedules are thus made a part of these Generally Applicable Terms and shall have the same force and effect as if set forth in full in the body hereof. Any use of these terms shall include the Schedules.

A company can be any kind of corporation or other legal entity, regardless of where or how it was formed.

Singular includes plural, plural includes singular, and references to one gender include references to the other genders unless the context clearly indicates otherwise.

These Generally Applicable Terms and the other applicable Xedla  Terms shall be binding upon the parties to the relevant Xedla  Terms and their respective personal representatives, successors, and permitted assigns, and references to any party shall include that party's personal representatives, successors, and permitted assigns.

Any provision of law that has been mentioned in a document implies that it has been amended, rewritten, or re-enacted at some point.

The Xedla  app and website push alerts are also examples of written communication.

The obligation not to permit something to be done is implicit in a promise not to do that act.

Any reference to an action, remedy, form of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing that is not commonly used in the United States state of Delaware shall be construed to contain the closest equivalent word used in that jurisdiction.

Any reference in any Xedla  Term to another agreement or document is a reference to such agreement or document as it may have been amended or novated from time to time (in each case, except in violation of applicable Xedla  Terms).

References to clauses are to the relevant clauses of the Xedla  Terms, unless otherwise specified, and are to clauses within the Section in which the reference appears. When a paragraph number is mentioned, it also refers to that paragraph number in the relevant Section.

References to Schedules are to the Schedules to the Xedla  Terms, and references to paragraphs are to the paragraphs of the applicable Schedule.

The use of the phrases including, including, for example, or similar expressions is illustrative and is not meant to limit the scope of the preceding defined, described, or defined phrase or term.

The Supplements to these Generally Applicable Terms are an integral part of these Terms because they specify the terms and conditions under which you and Xedla  will use particular Xedla  Services.

Unless otherwise noted, the meanings provided herein and below apply to these Generally Applicable Terms and all other Terms used by Xedla .

Definitions

Rights in designs, styles of presentation of goods and services, databases, rights to use, know-how, utility model, and protecting the confidentiality of confidential information (including know-how) are all examples of intellectual property. The term "intellectual property" encompasses both registered and unregistered intellectual property, as well as any and all similar or analogous rights or forms of protection that exist or will exist in the future, wherever they may be located in the globe. Your Xedla  Account is subject to the Generally Applicable Terms and all additional applicable Xedla  Terms.

The Xedla  App is a mobile application that helps customers of Xedla  manage their finances, have access to their account details, and apply for Xedla  services on the go.

Xedla Customer Service is the place to go if you have any inquiries about your Xedla  account.

You can reach Customer Service at any time by either:

- phoning the number provided on our website (calls to this number may be charged by your network operator)

- or writing to us at support@xedla.com.

- To access your Xedla account, please log in with the email address linked with your account;

Personal Data: Your Xedla  Account is linked to your name, birthdate, home address, email address, and phone number(s). In our Privacy Statement, we detail all of the types of Personal Data we collect and store.

Primary Email Address: If you have more than one email address associated with your Xedla Account, the one you used most recently will be the one used most frequently.

Prohibited Activities or Non-Permitted Conduct: Means what it says in the applicable section of this Agreement.