Terms and Conditions

1. Who these Terms are with

These Terms apply to this website and to the services described in clause 3. This website is operated and published by RIF Africa Ltd (RC1805203).

Who you contract with depends on what you are buying. Platform subscriptions, including hosted VTU platforms, are provided by RIF Technotronics Ltd (RC 9855543). Work commissioned for you specifically, including custom applications and custom software, is contracted by RIF African Business Enterprises (RC 2709434). Each contracts for and invoices its own supplies.

These are separate registrations with separate liability. None is a subsidiary, division or branch of another.

By using our website or any service covered by these Terms, you agree to them. If you do not agree, do not use the services.

2. What is not covered

Bigisub and Subpadi have their own terms of service, published on their own websites and in their mobile applications. If you use either platform, those terms govern your use of it, not this page.

Where you have signed a separate agreement with us for a specific engagement, clause 6 applies.

3. Services covered

These Terms cover:

• this website and any account you create on it;
• the technology store, including quotations, project orders, consultations and anything purchased through it;
• software development, design, integration and related professional services;
• hosted platforms we build and operate for a client, subject to clause 9;
• innovation requests, community programmes, careers and recruitment pages, and enquiries made through any form or chat on this site.

4. Eligibility and accounts

You must be at least 18 and able to enter a binding contract. You are responsible for everything done using your account, and for keeping your credentials secure. Tell us immediately if you believe your account has been used without your authority.

We may refuse, suspend or close an account where information given to us is false, where the account is used in breach of these Terms, or where we are required to do so.

5. Identity verification

For some services, including project engagements and hosted platforms, we verify your identity before we proceed. That may include a face check, government identification, and business registration details where you are contracting through a company.

The legal name and address you provide during verification are the details we use to identify you as a party to any agreement. We may decline to proceed, or to sign, until verification is complete. Verification data is handled as described in our Privacy Policy.

6. Separate agreements prevail

Where you enter a separate written agreement with us for a specific engagement, including a master services agreement, statement of work, payment schedule or platform agreement, that agreement governs that engagement and prevails over these Terms to the extent of any inconsistency.

These Terms continue to apply to everything that agreement does not cover.

7. Quotations, orders and scope

A quotation, estimate or price shown on this site is an invitation to discuss and is not an offer capable of acceptance. A project is agreed when we issue an order or invoice and you accept it, or when you sign an agreement with us.

What we deliver is what is written in the order, statement of work or agreement. Anything not written there is not included, and is a change that is quoted separately.

8. Fees, payment and refunds

Fees are stated at the point of purchase or in the applicable invoice or agreement. Unless stated otherwise, amounts are exclusive of taxes, duties and government levies, which are your responsibility.

Payment direction. Invoices are payable to the account nominated on the invoice. Payment to the nominated account discharges your obligation in full. We may change the nominated account on written notice, and a change of account does not affect any sum already paid.

Payments are non-refundable. Where you enter a separate written agreement with us for a specific service, and that agreement sets out its own onboarding, cancellation, retention or refund terms, those terms govern that service and prevail over this clause to the extent of any inconsistency. This clause continues to apply to everything not covered by such an agreement.

A consultation or onboarding fee is a charge for that session and is separate from any project price. It is not credited against a project unless we say so in writing.

9. Hosted platforms

Where we build and host a platform for you, the platform runs on our infrastructure and, unless your agreement says otherwise, remains our property. You receive a licence to use it for your business for as long as your agreement is in force and your account is in good standing.

You are the operator of your own business on that platform. You are responsible for your customers, their funds, your pricing, your regulatory licensing, and the conduct of your staff and agents. Hosting, capacity, backups and the split of responsibility between us are set out in your platform agreement, and those terms prevail over this clause.

10. Your responsibilities

You agree to supply, on time, the information, content, approvals, credentials and accounts we need to do the work. Where you delay, dates move by the length of the delay.

You confirm that anything you supply to us is yours to supply and does not infringe anyone's rights, and that you hold any licence or approval your business requires.

11. Acceptable use

You may not use our services to break the law, to defraud anyone, to launder money, to infringe intellectual property, to send unsolicited messages, to probe or attack our systems or anyone else's, to scrape or copy our work, or to misrepresent your identity or your authority to act.

We may suspend access immediately, without notice and without liability, where we reasonably suspect fraud, a security risk, or a breach of this clause.

12. Intellectual property

We retain ownership of our pre-existing materials, tools, libraries, frameworks and know-how, and of anything we develop independently.

Where an agreement says work transfers to you, it transfers on full payment of all sums due, and not before. Our pre-existing materials do not transfer; you receive a licence to use them as part of what we delivered.

Our name, marks and the content of this site remain ours.

13. Third-party services

Our services integrate third parties, including payment gateways, identity verification providers, hosting providers and telecommunications suppliers. Those parties act on their own terms.

We are not responsible for a third party's outage, delay, decision, pricing or failure, and their behaviour is outside our control. This includes an application store's decision to approve or reject a submission.

14. Warranties and disclaimers

Our services are provided "as is" and "as available". We work to a professional standard, but we do not warrant that any service or software will be uninterrupted, error free, fit for a particular purpose, or secure against every possible attack. No system is perfectly secure.

Except as expressly stated in these Terms or in a signed agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law:

• we are not liable for indirect, consequential, incidental or special loss, or for lost profits, lost revenue, lost business, lost goodwill, loss of data, or business interruption, however arising;
• we are not liable for loss arising from your own acts or omissions, from your staff, agents or customers, from a third party, or from your failure to follow instructions we gave you;
• we are not liable for loss of customer funds, for any regulatory fine imposed on you, or for any shortfall in a wallet, float or supplier balance;
• where liability is not otherwise excluded, our total aggregate liability for all claims is limited to the fees you paid us in the three months immediately before the event giving rise to the claim, for the service the claim relates to. The limit applies however many claims there are.

What counts as fees. "Fees" means amounts charged by us and retained by us for our own services. It does not include money you fund into a wallet or account, money passed on to a supplier, aggregator, network, disco, biller or other provider to fulfil a purchase, trading capital, third-party gateway or bank charges, or taxes. Money that passes through our systems on your behalf is not a fee and is never counted towards this limit.

No claim may be brought more than one year after the event giving rise to it.

Where a signed agreement sets a different limit for that engagement, that limit applies to it.

16. Indemnity

You agree to indemnify and hold RIF, its officers, employees and contractors harmless from all claims, losses, liabilities, fines, penalties and costs, including reasonable legal costs, arising from your breach of these Terms, your use of our services, your business and its customers, anything you supplied to us, or any regulatory action relating to your business.

17. Suspension and termination

We may suspend or end your access where you breach these Terms, where you owe us money, where you present a security or legal risk, or where we are required to. You may stop using our services at any time.

Sums already due remain payable. Clauses on payment, intellectual property, indemnity, limitation of liability, confidentiality and governing law survive termination.

18. Data protection

We handle personal data in line with the Nigeria Data Protection Act and our Privacy Policy, which forms part of these Terms.

Where we process personal data on your behalf as part of a service we operate for you, a separate data processing addendum governs that processing and sets out each party's role.

19. Electronic communication and signature

You agree that we may communicate with you electronically, and that electronic records and signatures have the same effect as paper and ink. Where you sign a document with us electronically, we record the exact text signed, the time, and the details of the session, and that record is evidence of your agreement.

20. Changes to these Terms

We may update these Terms. We will post the new version with an updated effective date and notify you of material changes through the website or by email. Continuing to use our services after a change means you accept it. A change to these Terms does not alter a signed agreement.

21. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, and the courts of Nigeria have exclusive jurisdiction.

Before starting proceedings, please contact us at [email protected] so we can try to resolve the matter. We will work with you in good faith for 30 days from the date you raise it.

22. General

No waiver. If we do not enforce a term, that is not a waiver of it. Severability. If a provision is unenforceable, the rest stands. Assignment. You may not assign your rights without our written consent. We may assign within the RIF Africa group. No partnership. Nothing here creates a partnership, agency or employment between us.

23. Contact

For questions about these Terms:

• Email: [email protected]
• Phone: 0915 740 4819
• WhatsApp: +234 915 740 4819