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Terms and Conditions

Please read these Terms and Conditions (“Terms”), which set forth the legally binding terms and conditions between you and Prospa Technologies Limited (“Prospa” or the “Company”). It governs your access to and the use of getprospa.com (the “Website”) and all services (the “Service”) offered by Prospa.

Throughout the Website, the terms “we”, “us” and “our” refer to Prospa.

Our collection and use of personal information in connection with your access to and use of the Service is described in our Privacy Policy.

Your access to use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms as well as all applicable laws, conditions or policies referenced herein, apply to all users and visitors who access our Website and/or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part ` of the Terms then you may not access the Site or use the Service.

  1. Definitions

    In these Terms and Conditions,

    “Account” refers to unique personified account registered in the name of the User and which contains details of the User’s transactions/operations on the Platform.

    “CBN” refers to the Central Bank of Nigeria.

    “Platform” refers collectively to the Prospa website and other related applications.

    “Services” refers to all products and services provided to you by Prospa and as described in clause 3 below.

    “SMES” refers to small-to-medium enterprises

    “Users” refers collectively to account holders and visitors on the Prospa website.

    “Website” refers to the website for the services rendered by Prospa which can be found at getprospa.com

  2. Acceptance of Terms

    The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies and procedures that may be published on the Website by Prospa, which are incorporated by reference, including operating rules, policies and procedures of third-party service providers to the Website that are referenced herein.

    These Terms apply to every User of the Service. In addition, some services offered through the Website may be subject to additional terms and conditions adopted by Prospa. Your use of those services is subject to those additional terms and conditions, which are incorporated into These Terms by this reference.

  3. Scope of Prospa’s Services

    1. Prospa is financial technology company that provides SMEs with virtual bank accounts for their business operations. Through the Platform, SMEs can easily open and operate bank accounts for their business operations.

    2. Accounts opened on the Platform can only be used by the person in whose name they are registered under. The User is granted an exclusive and non-assignable right to the use of and to access the Account and has the responsibility to ensure that no other third party, shall gain access to and/or trade through the Account.

    3. Prospa may make the access to and use of the Website, or certain areas or features of the Platform, subject to certain conditions or requirements, such as signing up for an account, completing a verification process, meeting specific quality or eligibility criteria.

    4. You must have a registered company or legal entity and be able to enter into legally binding contracts to register an account on the Platform. By registering an account on the Platform, you represent and warrant that you have a legally registered company or entity and have the legal authority and capacity to enter into a contract with Prospa on behalf of the company or entity.

  4. Accounts

    1. In order use our Services, all Users must register an account (“Prospa Account”). If you are registering a Prospa Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

    2. You can register a Prospa Account using an email address and creating a password.

    3. You must provide accurate, current and complete information during the registration process a your Prospa Account profile page information up-to-date at all times.

    4. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

    5. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Prospa Account.

    6. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

    7. You are liable for any and all activities conducted through your Prospa Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

    8. You agree to strictly observe the security and authentication procedures of the website/service and you will log out from the website by taking proper steps at the end of every visit.

    9. When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms & Conditions, which may result in immediate termination of your account on our Service.

  5. Know-Your-Customer (KYC) Requirements

    1. In order to use the Service, we conduct a verification process on Users’ identity. You would be required to provide us with the following documents:

      • Incorporation Documents

      • Tax Identification Number

      • Valid Government-Issued Identity Cards of the Directors or Proprietors

      • Bank Verification Number (BVN) of the Directors or Proprietors

    2. These documents would need to be uploaded electronically to our Platform when opening a Prospa Account.

    3. Despite the verification process, Prospa does not assume any responsibility for the confirmation of any User’s identity or eligibility.

  6. Users’ Representation and Warranties

    Representations and warranties are statements and promises made by you to Prospa, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use our Service;

    • You have a legally registered company or entity.

    • The directors or proprietors are over the age of 18 years;

    • The directors or proprietors are of a sound mind and have to capacity to enter into a legally binding contract;

    • All KYC documents provided are accurate and true;

    • You have carefully considered the risks involved with using the Service;

    • if you are registering or accepting these Terms on behalf of a legal entity such as a company or partnership, you are legally authorised to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorisation); and

    • you are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.

  7. Intellectual Property

    1. The Service and its original content, features and functionality are and will remain the exclusive property of Prospa Technologies Limited. Our trademarks may not be used in connection with any product or service without our prior written consent.

    2. Prospa at its sole discretion, enables Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Website ("User Content"); and (ii) access and view User Content and any content that Prospa itself makes available on or through the Platform, including proprietary Prospa’s content and any content licensed or authorized for use by or through Prospa from a third party (“Prospa’s content” and together with user content, “Collective Content”).

    3. You will not use, copy, adapt, modify, prepare derivative works of, distribute license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except to the extent that you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Prospa or its licensors, except for the licenses and rights expressly granted in these Terms.

    4. Subject to your compliance with these Terms, Prospa grants you a limited, non-exclusive, non- sub licensable, revocable, non-transferable licence to access and view any Collective Content made available on or through the Website and accessible to you, solely for your personal and non-commercial use.

    5. Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

  8. Prohibited Activities.

    1. You shall not use the Service for any purpose that is prohibited by these Terms. You are responsible for all your activities in connection with the Service. Violation of our rules may result in the termination and cancellation of your Prospa Account. You acknowledge and agree that we may terminate any Prospa Account at any time for any reason (including, but not limited to, our independent assessment or the receipt of claims or allegations from third parties or authorities).

    2. Users shall not utilize the Website or the Service for any illegal purpose.

    3. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Service. In connection with your use of the Website, you will not and will not assist or enable others to:

      • breach or circumvent any applicable laws or regulations, agreements with third third-party rights, or our Terms;

      • use the Website or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies endorsement, partnership or otherwise misleads others as to your affiliation with Prospa.

      • copy, store or otherwise access or use any information, including personally identifiable information about any other users, contained on the Site in any way that is inconsistent with Prospa’s Privacy Policy or these Terms or that otherwise violates the privacy rights of users or third parties;

      • use the Website in connection with the distribution of unsolicited commercial messages ("spam");

      • offer as a trader;

      • use the Website with the intention to circumvent any Service fees or for any other reason;

      • request, accept or make any payment for orders outside of the Prospa Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Prospa harmless from any liability for such payment;

      • discriminate against or harass anyone on the basis of race, tribe, origin, religion, gender, physical or mental disability, medical condition, marital status, or age, or otherwise engage in any abusive or disruptive behaviour;

      • use, display, mirror or frame the Platform or Collective Content, or any individual element within the Prospa Platform, Prospa name, any trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page on the Platform, without our express written consent;

      • dilute, tarnish or otherwise harm the Prospa brand in any way, including through unauthorized use of Collective Content, registering and/or using Prospa or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Prospa domains, trademarks, taglines, promotional campaigns or Collective Content;

      • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;

      • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Prospa or any of Prospa’s service providers or any other third party to protect the Prospa Platform;

      • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Prospa Platform;

      • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;

      • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

    4. You acknowledge that Prospa has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Prospa in good faith, and to provide Prospa with such information and take such actions as may be reasonably requested by Prospa with respect to any investigation undertaken by Prospa or a representative of Prospa regarding the use or abuse of the Platform.

    5. If you feel that any user you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Prospa by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

  9. Disclaimer

    1. Prospa, its subsidiaries and affiliates do not warrant or represent that they are banks or financial institutions duly licensed by the CBN to provide banking services.

    2. Account numbers to all bank accounts opened on the Platform are provided by Providus Bank Plc, a company duly registered under the Laws of the Federal Republic of Nigeria with RC Number: 198892 and duly licensed by the CBN.

    3. Funds in these accounts are managed by Alpha Kapital Microfinance Bank Ltd, a company duly registered under the Laws of the Federal Republic of Nigeria with RC Number: 1300392 and duly licensed by the CBN.

    4. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

    5. Prospa, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

  10. Links to Other Web Sites

    1. The Service may contain links to third-party websites or services that are not owned or controlled by Prospa.

    2. Prospa has no control over and assumes no responsibility for, the content privacy policies or practices of any third-party websites or services. You further acknowledge and agree that Prospa shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

  11. Termination

    1. Prospa may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

    2. Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account you may simply discontinue using the Service.

  12. Indemnity

    1. You agree to indemnify and hold harmless Prospa, its affiliates and subsidiaries, its officers, directors, employees and agents, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

      • your fraudulent or illegal use of the Service or the Website;

      • your negligence or any default by you of any of these Terms;

      • any inaccurate or incomplete information that you have provided to us;

      • your allowing any other person to access your account either with your permission or as a result of your failure to keep your username and password private;

      • any service that you have offered, whether with or without our permission to another, third party using the Service or Website;

      • any claim made against you for actual or alleged infringement of Prospa’s intellectual property rights or any actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Services or you use of the Site.

  13. Limitation of Liability

    1. In no event shall Prospa, it’s directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

      • Your use of the Website or the Services or your inability to use the Website or the Service;

      • any conduct or content of any third party on the Service;

      • any unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose;

      • any legal proceedings between the you and any third parties.

  14. Governing Law

    1. These Terms shall be governed and construed accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

    2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

  15. Dispute Resolution

    1. Any disputes arising under or in connection with the validity, interpretation and performance of these Terms between Prospa and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.

    2. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

    3. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

  16. Feedback

    We welcome and encourage you to provide feedback, comments and suggestions for improvements to our Website or Services. You may submit your feedback by emailing us at help@getprospa.com. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting your feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

  17. Changes to Terms & Conditions

    Prospa reserves the right, in its sole discretion, to change the Terms under which the Website is offered. The most current version of the Terms will supersede all previous versions. Prospa encourages you to periodically review the Terms to stay informed of our updates.

  18. Contact Us

    If you have any questions about these Terms, please contact us at help@getprospa.com.