Legal

Terms & Conditions

Last updated

These Terms and Conditions ("Terms") govern your access to and use of the Rille platform, including our mobile applications, websites, and related services (together, the "Platform"). The Platform is operated by Rille Digital Ltd("Rille," "we," "our," or "us"), a company registered in the Federal Republic of Nigeria. Please read these Terms carefully. By accessing or using the Platform you agree to be bound by them.

1.Acceptance of TermsLink to this section

By accessing or using the Platform, creating an account, or completing a transaction, you agree to be bound by these Terms and by any policies referenced in them, including our Privacy Policy. If you do not agree, you must not use the Platform. These Terms constitute a legally binding agreement between you and Rille. If you use the Platform on behalf of a business, you represent that you are authorised to bind that business, and "you" includes that business.

2.DefinitionsLink to this section

Buyer / User:
a person or entity that uses the Platform to discover, purchase, pay for, or receive goods, services, or funds.
Merchant / Seller:
a person or entity that uses the Platform to list, sell, or fulfil goods or services and to receive settlement of proceeds.
Wallet:
the in-app account balance record maintained for you on the Platform, denominated in Naira (NGN) and, where enabled, in supported stablecoins.
Partners:
the licensed banking, payment, settlement, and identity-verification providers through which Rille facilitates financial services.
Escrow:
the holding of order funds by Rille (through its Partners) pending completion of an order.

3.Nature of the PlatformLink to this section

Rille is a technology company that operates a commerce and payments platform. Rille is not a bank, deposit-taking institution, or licensed financial institution, and does not itself provide banking services. Rille facilitates payments, wallet, escrow, settlement, and related financial services through its licensed Partners. For transactions between Buyers and Merchants, Rille acts as a technology facilitator and, except where it holds funds in escrow, is not a party to the underlying contract for the sale of goods or services.

4.Eligibility and AccountsLink to this section

You must be at least 18 years of age and legally capable of entering into a binding contract to use the Platform. To access certain features you must create an account and provide accurate, current, and complete information. You are responsible for safeguarding your credentials, transaction PIN, and device, and for all activity under your account. You must notify us immediately of any unauthorised use.

Access to payments, wallet, settlement, and related financial features is subject to identity verification. You agree to provide identity information (which may include your BVN, NIN, government-issued identification, and, for businesses, registration documents) for Know Your Customer (KYC), Know Your Business (KYB), and anti-money-laundering (AML) checks carried out by us and our Partners. We may apply tiered limits and may suspend, restrict, or refuse features where verification is incomplete or checks are not satisfied.

5.Platform ServicesLink to this section

The Platform enables you, among other things, to:

  • Discover, list, buy, and sell goods and services through a social-commerce marketplace.
  • Hold a Wallet balance and send, receive, request, and manage funds.
  • Pay for orders using supported methods, including your Wallet, bank transfer, debit card, and, where enabled, supported stablecoins.
  • Receive settlement of sales proceeds to a nominated bank account (Merchants).

Available features may vary by user, verification tier, and location, and may be added, changed, or withdrawn at our discretion.

6.Payments, Fees, and CurrencyLink to this section

Payments are processed through our Partners. You authorise Rille and its Partners to initiate the charges, transfers, debits, and credits necessary to complete the transactions you request. You are responsible for ensuring you have sufficient funds and that all payment and recipient details are accurate before confirming a transaction.

Rille may charge service, transaction, processing, or settlement fees. Applicable fees are disclosed to you before you confirm a transaction or as otherwise made available on the Platform, and are deducted from the relevant amount. Fees already incurred are non-refundable except as required by law.

7.Escrow, Order Completion, and SettlementLink to this section

For eligible marketplace orders, funds paid by the Buyer are held in escrow and are not released to the Merchant until the order is completed, for example when the Buyer confirms receipt, delivery is confirmed, or an applicable auto-release or dispute-resolution condition is met. Upon release, the Merchant's proceeds (net of applicable fees and commissions) are settled to the Merchant's nominated bank account through our Partners, subject to processing timelines and verification.

You acknowledge that settlement timing depends on our Partners and may be affected by verification, risk review, network conditions, or events outside our control. Rille may place holds on funds, delay or reverse settlement, or require additional information where we reasonably suspect fraud, error, chargeback risk, breach of these Terms, or a legal or regulatory requirement.

8.Refunds, Reversals, and DisputesLink to this section

Refunds and cancellations are handled in accordance with the applicable Merchant's policy and our policies as made available on the Platform. Where an order is cancelled or a Buyer is entitled to a refund before escrow release, funds are returned to the Buyer. Disputes between Buyers and Merchants should first be raised through the Platform's dispute process; Rille may, but is not obliged to, mediate and may make reasonable determinations regarding the release or return of escrowed funds. Card and bank-transfer chargebacks are governed by the relevant Partner and scheme rules, and Merchants may be liable for chargebacks and related costs.

Refunds for crypto payments. When you pay for an order with a stablecoin (USDC or USDT), your payment is converted to Naira at checkout. If the order is cancelled, rejected or refunded, the refund is made in Naira to your Rille wallet, for the Naira amount shown at checkout. Refunds are not returned in crypto, and changes in the exchange rate after checkout do not affect the refund amount.

9.Stablecoin and Digital-Asset TermsLink to this section

Where stablecoin functionality is enabled, additional terms apply. You acknowledge that: (a) on-chain transactions are irreversible once confirmed, and you are solely responsible for the accuracy of wallet addresses, networks, and amounts; (b) digital assets carry risks, including price volatility, network, liquidity, and third-party risks; (c) Rille does not provide investment, tax, or financial advice, and nothing on the Platform is a recommendation to buy or hold any asset; and (d) conversions between stablecoins and Naira are executed through our Partners at rates and fees disclosed at the time. You use stablecoin features at your own risk and to the extent permitted by applicable law.

10.Merchant TermsLink to this section

If you use the Platform as a Merchant, you additionally agree to: complete KYC/KYB verification; provide accurate listings, pricing, and availability; honour confirmed orders and fulfil them promptly; only offer goods and services you are legally permitted to sell; comply with all applicable laws, taxes, and levies (for which you are solely responsible); maintain the quality of goods and services as described; and handle Buyer data in accordance with applicable law. You are responsible for chargebacks, refunds, and disputes relating to your orders. We may onboard Merchants across verification tiers and apply corresponding limits.

11.Prohibited ConductLink to this section

You agree not to:

  • Use the Platform for any unlawful, fraudulent, or unauthorised purpose, or in breach of any applicable law or regulation.
  • Engage in money laundering, terrorist financing, sanctions evasion, or any financial crime, or transact in proceeds of crime.
  • Sell or facilitate prohibited, restricted, counterfeit, or illegal goods or services.
  • Post false, misleading, or fraudulent content, listings, reviews, or engagement.
  • Impersonate any person or entity or misrepresent your identity or affiliation.
  • Circumvent verification, limits, fees, or security controls, or use the Platform on behalf of a sanctioned or prohibited person.
  • Interfere with, disrupt, probe, or attempt to gain unauthorised access to the Platform or its infrastructure.
  • Scrape, harvest, or collect data from the Platform without our authorisation.
  • Post or share content that is abusive, harassing, threatening, hateful, sexually explicit, or that depicts or encourages violence, self-harm, or the exploitation of any person.
  • Bully, stalk, threaten, or harass any other user, on the feed, in comments, or in messages.

We have zero tolerance for objectionable content and for abusive users. Every post, comment, listing, and account on the Platform can be reported from inside the app, and you can block any account, which removes their content from your feed immediately and stops them contacting you. We review reports and act on them within 24 hours, removing content that breaches these Terms and removing the accounts responsible. Accounts removed for this reason may not rejoin the Platform.

We may report suspicious activity to relevant authorities and take action including suspension, termination, and withholding of funds as permitted by law.

12.Third-Party Partners and ContentLink to this section

The Platform relies on licensed banking, payment, settlement, and identity-verification Partners, and may link to or integrate third-party services. Your use of a Partner or third-party service may be subject to that provider's own terms. Rille is not responsible for the acts, omissions, availability, or content of Partners or third parties, or for the quality, safety, or legality of goods or services offered by Merchants.

13.Intellectual PropertyLink to this section

All content, branding, design, software, and technology on the Platform are owned by or licensed to Rille and are protected by applicable intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose. You may not reproduce, distribute, modify, reverse-engineer, or create derivative works from the Platform without our prior written consent. Content you submit remains yours, but you grant Rille a licence to host, display, and use it as necessary to operate and promote the Platform.

14.DisclaimersLink to this section

The Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Rille does not warrant that the Platform will be uninterrupted, secure, or error-free, and is not responsible for the quality, safety, or legality of goods or services listed by third parties. Nothing on the Platform constitutes financial, investment, legal, or tax advice.

15.Limitation of LiabilityLink to this section

To the maximum extent permitted by law, Rille and its directors, officers, employees, and Partners shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or digital assets, arising from or related to your use of the Platform. To the maximum extent permitted by law, Rille's total aggregate liability arising out of or relating to these Terms or the Platform shall not exceed the total fees paid by you to Rille in the three (3) months preceding the event giving rise to the claim.

16.IndemnificationLink to this section

You agree to indemnify, defend, and hold harmless Rille and its directors, officers, employees, and Partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Platform, your content or listings, your breach of these Terms, or your violation of any law or the rights of any third party.

17.Suspension and TerminationLink to this section

We may suspend, restrict, or terminate your account or access to the Platform, with or without notice, where we reasonably believe you have breached these Terms or applicable law, where required by a Partner or regulator, or to protect the Platform, other users, or Rille. Upon termination, your right to use the Platform ceases. Subject to applicable law and any lawful holds, funds properly owed to you will be made available or returned in accordance with our policies. Provisions that by their nature should survive termination (including sections 13–16, 18, and 19) will survive.

18.Governing Law and Dispute ResolutionLink to this section

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall first be addressed through good-faith negotiation. If it is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023, with the seat of arbitration in Lagos, Nigeria, and proceedings conducted in English. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a competent court.

19.Changes to These TermsLink to this section

We may modify these Terms at any time. Material changes will be communicated through the Platform or by email, and the "Last updated" date will be revised. Your continued use of the Platform after changes take effect constitutes acceptance of the modified Terms.

20.Contact UsLink to this section

Rille Digital Ltd. If you have questions about these Terms, contact us at hello@rillehq.com.