Terms of Service

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("Customer", "you", "your") and Equa Finance Ltd. ("Equa Finance", "Company", "we", "us", "our"), a company incorporated under the laws of the Federal Republic of Nigeria with its principal office in Lagos, Nigeria. These Terms govern your access to and use of the EQUA Finance cloud-based enterprise resource planning platform, including all associated applications, APIs, services, tools, and documentation (collectively, the "Platform" or "Service").

By creating an account, accessing the Platform, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, our Data Processing Agreement, and our Service Level Agreement, all of which are incorporated by reference into this Agreement. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Authorized User" means any individual who is granted access to the Platform by the Customer, including employees, contractors, agents, and third-party advisors operating under the Customer's account.
• "Customer Data" means all data, content, records, files, and information that the Customer or its Authorized Users upload, submit, store, transmit, or generate through the Platform, including but not limited to financial records, accounting data, invoices, expense records, tax filings, audit workpapers, employee records, and customer information.
• "Documentation" means all user guides, help files, API documentation, technical specifications, and instructional materials provided by Equa Finance in connection with the Platform.
• "Intellectual Property Rights" means all patent rights, copyrights, trademarks, trade secrets, trade names, domain names, database rights, design rights, moral rights, and any other proprietary rights of any kind, whether registered or unregistered, and including all applications, renewals, extensions, and restorations thereof.
• "Organization" or "Workspace" means the distinct tenant environment created by the Customer on the Platform, within which all Customer Data and configurations are stored and isolated.
• "Service Level Agreement" or "SLA" means the uptime and performance commitments set forth in our Service Level Agreement.
• "Subscription" means the Customer's selected plan, billing cycle, and associated entitlements as chosen during registration or subsequently modified.
• "Third-Party Services" means any products, services, applications, or integrations provided by entities other than Equa Finance that interact with or are accessible through the Platform.

2. Account Registration and Eligibility

2.1 Eligibility

The Platform is available to businesses, organizations, and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts under the laws of the Federal Republic of Nigeria or the jurisdiction in which they operate. By registering for an account, you represent and warrant that:

• You are at least 18 years old;
• You have the legal authority to enter into this Agreement;
• If registering on behalf of an entity, you have the power and authority to bind that entity;
• All registration information you provide is accurate, current, and complete;
• Your use of the Platform does not violate any applicable law, regulation, or obligation.

2.2 Account Creation

To access the Platform, you must create an account by providing accurate and complete information as requested during the registration process. This includes but is not limited to your organization name, business registration number (where applicable), primary contact information, and authorized administrator details. You agree to promptly update your account information to maintain its accuracy.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your password, API keys, and any authentication tokens. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available;
• Not share your account credentials with unauthorized persons;
• Immediately notify Equa Finance at security@equafinance.com of any unauthorized access to or use of your account;
• Ensure that all Authorized Users comply with these Terms.

Equa Finance shall not be liable for any loss, damage, or expense arising from your failure to safeguard your account credentials. You accept full responsibility for all activities that occur under your account, whether or not authorized by you.

2.4 Organization Setup

Upon registration, you will configure your Organization workspace, including business details, currency preferences, tax jurisdictions, chart of accounts, and module selections. You are responsible for the accuracy of all configuration settings. Equa Finance provides an onboarding wizard to assist with initial setup but makes no guarantee that default configurations are suitable for your specific business requirements.

3. Platform Services and Modules

3.1 Core Platform

The EQUA Finance Platform provides a comprehensive suite of cloud-based financial management and enterprise resource planning tools, including but not limited to:

• Accounting — Double-entry bookkeeping, chart of accounts management, journal entries, multi-currency support, exchange rate management, and general ledger operations;
• Invoicing — Customer management, invoice creation and delivery, payment tracking, credit notes, and accounts receivable management;
• Expense Management — Expense categorization, vendor management, approval workflows, and accounts payable tracking;
• Tax Engine — Nigerian tax system compliance including VAT, CIT, WHT, PAYE, and other statutory taxes as defined by the Nigeria Tax Act 2025 and subsequent amendments, with database-driven tax rates, automated calculations, and audit trail;
• Tax Filing — Integration with Nigerian tax authorities (Federal, State, and LGA levels), electronic filing submissions, status tracking, and webhook-based status updates;
• Financial Reporting — Trial balance, profit and loss statements, balance sheets, and customizable financial reports with PDF and CSV export;
• Audit Management — Audit engagement management, workpaper preparation, query tracking, findings documentation, and audit schedule generation;
• Data Import — Migration tools supporting CSV, Excel, Sage, QuickBooks, and SAP data formats;
• AI Assistant — Multi-provider artificial intelligence integration for financial analysis, data interpretation, and decision support;
• Billing and Subscription Management — Plan selection, payment processing, and subscription lifecycle management.

3.2 Module Availability

Access to specific modules is determined by your Subscription plan. Equa Finance reserves the right to add, modify, or discontinue modules at any time. Material changes to module availability that affect your current Subscription will be communicated with at least thirty (30) days' prior written notice via email and/or in-platform notification.

3.3 API Access

The Platform provides RESTful API endpoints for programmatic access. API usage is subject to rate limits, authentication requirements, and usage policies as specified in the Documentation. Equa Finance may modify API endpoints, parameters, or response formats with reasonable prior notice. You are responsible for maintaining compatibility of your integrations with the Platform's API.

3.4 Third-Party Integrations

The Platform may integrate with or provide access to Third-Party Services, including but not limited to payment processors (e.g., Paystack), tax authority APIs, email delivery services, and AI service providers (e.g., Groq, Google Gemini, OpenAI, Anthropic). Your use of any Third-Party Service is subject to that service's own terms and conditions. Equa Finance is not responsible for the availability, accuracy, or performance of any Third-Party Service.

4. Subscription Plans, Billing, and Payment

4.1 Subscription Plans

Equa Finance offers multiple subscription tiers, each with defined features, user limits, storage quotas, and API rate limits. The specific entitlements of each plan are described on the Platform's pricing page and within the billing section of your Organization dashboard. Equa Finance reserves the right to modify subscription plans, pricing, and entitlements at any time, subject to the notice requirements in Section 4.5.

4.2 Free Trial

Equa Finance may offer a free trial period for new accounts. During the trial period, you will have access to specified Platform features at no charge. Upon expiration of the trial period, your account will be converted to a paid Subscription or downgraded to a free tier (if available), unless you cancel prior to the trial end date. Equa Finance reserves the right to modify or discontinue free trial offers at any time without prior notice.

4.3 Payment Terms

You agree to pay all fees associated with your selected Subscription plan in accordance with the following terms:

• Billing Cycle: Subscriptions are billed on a monthly or annual basis, as selected at the time of purchase. Annual subscriptions are billed in advance for the full year.
• Payment Method: All payments are processed through our authorized payment processors. You must provide valid and current payment information and authorize Equa Finance to charge your payment method on each billing date.
• Currency: All fees are quoted and payable in Nigerian Naira (NGN) unless otherwise specified. Where fees are quoted in other currencies, the applicable exchange rate at the time of billing shall apply.
• Taxes: All fees are exclusive of applicable taxes, duties, and government levies. You are responsible for all taxes associated with your Subscription, including but not limited to Value Added Tax (VAT) as prescribed under Nigerian law.
• Late Payment: Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until the date of actual payment.

4.4 Refund Policy

Monthly subscriptions are non-refundable. Annual subscriptions may be eligible for a pro-rata refund within the first thirty (30) days of the subscription term if you have not materially used the Platform during that period. Refund requests must be submitted in writing to billing@equafinance.com. Equa Finance reserves sole discretion in determining refund eligibility. No refunds will be issued for partial months of service, account suspensions resulting from your breach of these Terms, or for any period during which you had access to the Platform.

4.5 Price Changes

Equa Finance reserves the right to modify subscription pricing at any time. Price increases for existing subscriptions will take effect at the start of the next billing cycle following at least thirty (30) days' prior written notice. If you do not agree to the new pricing, you may cancel your Subscription before the new pricing takes effect. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

4.6 Account Suspension for Non-Payment

If your account is past due for more than fourteen (14) days, Equa Finance may suspend your access to the Platform. Suspended accounts will retain Customer Data for a grace period of sixty (60) days, after which Equa Finance reserves the right to permanently delete all Customer Data associated with the suspended account. Equa Finance will provide at least three (3) email notices before any data deletion.

5. Customer Data and Data Ownership

5.1 Ownership of Customer Data

As between you and Equa Finance, you retain all right, title, and interest in and to your Customer Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data from you to Equa Finance. Equa Finance acknowledges that your Customer Data constitutes your confidential and proprietary information.

5.2 License to Customer Data

You grant Equa Finance a non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, and display your Customer Data solely for the purposes of:

• Providing, maintaining, and improving the Platform and Services;
• Performing our obligations under this Agreement;
• Generating anonymized, aggregated statistical data that does not identify you or any individual (collectively, "Aggregated Data");
• Complying with applicable law, regulation, or legal process.

This license terminates upon expiration or termination of your Subscription, subject to the data retention provisions in Section 12.

5.3 Customer Responsibilities for Data

You are solely responsible for:

• The accuracy, quality, integrity, legality, and appropriateness of all Customer Data;
• Obtaining all necessary consents, permissions, and authorizations required to collect, process, and store personal data within the Platform;
• Complying with all applicable data protection laws, including the Nigeria Data Protection Act (NDPA) 2023 and, where applicable, the General Data Protection Regulation (GDPR);
• Maintaining appropriate backup copies of Customer Data outside the Platform;
• Ensuring that Customer Data does not infringe upon the intellectual property or privacy rights of any third party.

5.4 Data Security

Equa Finance implements and maintains industry-standard security measures to protect Customer Data as described in our Privacy Policy and Data Processing Agreement. These measures include, but are not limited to, encryption in transit (TLS 1.2+) and at rest (AES-256), access controls, regular security audits, and incident response procedures. However, no system is completely secure, and Equa Finance cannot guarantee absolute security. You acknowledge that you transmit data at your own risk.

5.5 Data Portability

Equa Finance provides data export functionality allowing you to retrieve your Customer Data in standard formats (CSV, PDF, JSON). You may export your data at any time during your active Subscription. Upon termination, you will have a period of thirty (30) days to export your Customer Data before it is scheduled for deletion.

6. Intellectual Property

6.1 Platform Ownership

The Platform, including all software, code, algorithms, designs, user interfaces, graphics, logos, trademarks, service marks, trade names, documentation, and all related Intellectual Property Rights, are and shall remain the exclusive property of Equa Finance and its licensors. This Agreement does not grant you any rights to the Platform's Intellectual Property except the limited license expressly set forth herein.

6.2 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Equa Finance grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during your Subscription term solely for your internal business purposes as intended by the Platform's functionality.

6.3 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Platform or any portion thereof;
• Sell, resell, sublicense, lease, rent, loan, distribute, or otherwise make the Platform available to any third party, except as expressly permitted under your Subscription;
• Use the Platform to provide services to third parties (including as a service bureau, time-sharing, or outsourcing basis) without Equa Finance's prior written consent;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;
• Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure;
• Attempt to gain unauthorized access to any part of the Platform, other accounts, computer systems, or networks connected to the Platform;
• Use the Platform in any manner that violates applicable law or these Terms;
• Use automated scripts, bots, scrapers, or similar technology to access the Platform except through the authorized API;
• Benchmark, test, or evaluate the Platform for the purpose of competing with Equa Finance or assisting a competitor of Equa Finance.

6.4 Feedback

If you provide Equa Finance with any feedback, suggestions, recommendations, ideas, or other input regarding the Platform ("Feedback"), you hereby grant Equa Finance an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Platform without any obligation to you, including without compensation or attribution.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, Customer Data, business plans, financial information, technical data, product plans, pricing, customer lists, and trade secrets.

7.2 Obligations

The Receiving Party agrees to:

• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
• Use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement;
• Not disclose Confidential Information to any third party except as permitted under this Agreement or with the Disclosing Party's prior written consent;
• Limit access to Confidential Information to those employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein.

7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was known to the Receiving Party prior to disclosure, without restriction on disclosure;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is rightfully received from a third party without restriction on disclosure;
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order.

8. Warranties and Disclaimers

8.1 Equa Finance Warranties

Equa Finance warrants that:

• The Platform will perform materially in accordance with the Documentation during the Subscription term;
• The Platform will be provided in a professional and workmanlike manner consistent with generally accepted industry standards;
• Equa Finance will not materially diminish the functionality of the Platform during your Subscription term;
• Equa Finance has the right to provide the Platform and grant the licenses set forth herein.

8.2 Customer Warranties

You warrant that:

• You have the legal authority to enter into this Agreement and to perform your obligations hereunder;
• Your use of the Platform will comply with all applicable laws, regulations, and industry standards;
• You will not use the Platform for any unlawful purpose, including but not limited to money laundering, terrorist financing, fraud, tax evasion, or any other financial crime;
• All Customer Data is accurate and does not infringe upon the rights of any third party;
• You have obtained all necessary consents for the processing of personal data through the Platform.

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EQUA FINANCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EQUA FINANCE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

EQUA FINANCE DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. THE PLATFORM IS A TOOL TO ASSIST WITH FINANCIAL MANAGEMENT AND COMPLIANCE, BUT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR FINANCIAL RECORDS, TAX FILINGS, AND REGULATORY COMPLIANCE. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS FOR ADVICE ON LEGAL, TAX, OR ACCOUNTING MATTERS.

8.4 Tax Filing Disclaimer

The Tax Filing module facilitates electronic submission of tax returns to Nigerian tax authorities. Equa Finance does not guarantee that any filing will be accepted by the relevant tax authority, that tax calculations are correct for your specific circumstances, or that the Platform reflects the most current tax laws and regulations. You are solely responsible for the accuracy of all information contained in your tax filings and for meeting all filing deadlines. Equa Finance shall not be liable for penalties, interest, or other consequences resulting from late filings, incorrect filings, or system errors.

8.5 AI Assistant Disclaimer

The AI Assistant module provides AI-generated analysis and recommendations based on your data. AI-generated outputs may contain errors, inaccuracies, or hallucinations. You should independently verify all AI-generated content before relying on it for financial, tax, or business decisions. Equa Finance does not warrant the accuracy, completeness, or reliability of AI-generated outputs.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EQUA FINANCE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF EQUA FINANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EQUA FINANCE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO EQUA FINANCE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY THOUSAND NIGERIAN NAIRA (NGN 50,000).

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 shall not apply to:

• Your obligation to pay fees owed under this Agreement;
• Either party's breach of its confidentiality obligations;
• Your violation of Section 6.3 (Restrictions);
• Equa Finance's liability for gross negligence or willful misconduct;
• Any liability that cannot be excluded or limited under applicable law.

9.4 Basis of the Bargain

You acknowledge that Equa Finance has set its pricing and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Equa Finance, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of this Agreement or any representation or warranty made herein;
• Your use of the Platform in violation of applicable law;
• Customer Data, including any claim that Customer Data infringes or misappropriates any third party's Intellectual Property Rights or violates any data protection law;
• Your negligence or willful misconduct;
• Any tax filing submitted through the Platform on your behalf, including penalties, interest, or fines imposed by any tax authority.

10.2 Equa Finance Indemnification

Equa Finance shall indemnify, defend, and hold harmless you from and against any third-party claim that the Platform, as provided by Equa Finance, infringes any patent, copyright, or trademark of a third party, provided that you: (a) promptly notify Equa Finance in writing of the claim; (b) grant Equa Finance sole control of the defense and settlement; and (c) provide reasonable assistance at Equa Finance's expense. If the Platform is held to be infringing, Equa Finance may, at its sole option: (i) obtain the right for you to continue using the Platform; (ii) modify the Platform to be non-infringing; or (iii) terminate your Subscription and refund pre-paid fees for the unused portion of your Subscription term.

11. Term and Termination

11.1 Term

This Agreement commences on the date you first access or use the Platform and continues for the duration of your Subscription term, unless earlier terminated in accordance with this Section. Subscriptions will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least fourteen (14) days prior to the end of the then-current term.

11.2 Termination by Customer

You may terminate this Agreement at any time by cancelling your Subscription through the billing section of your Organization dashboard or by sending written notice to support@equafinance.com. Termination will take effect at the end of the current billing period. No refund will be issued for the remaining portion of a monthly billing period. Annual subscriptions are subject to the refund policy in Section 4.4.

11.3 Termination by Equa Finance

Equa Finance may terminate this Agreement:

• For Cause: Immediately upon written notice if you materially breach any provision of this Agreement and fail to cure such breach within fourteen (14) days after receiving written notice of the breach;
• For Non-Payment: Upon fourteen (14) days' written notice if your account remains past due after the grace period specified in Section 4.6;
• For Illegality: Immediately if Equa Finance reasonably determines that your use of the Platform is unlawful or poses a threat to the security, integrity, or availability of the Platform or other customers' data;
• For Convenience: Upon ninety (90) days' prior written notice, in which case Equa Finance will provide a pro-rata refund of any pre-paid fees for the unused portion of your Subscription term.

11.4 Effect of Termination

Upon termination of this Agreement:

• All licenses granted hereunder shall immediately terminate;
• You must immediately cease all use of the Platform;
• You shall have thirty (30) days from the termination date to export your Customer Data using the Platform's export tools or by requesting an export from Equa Finance;
• After the thirty (30) day export period, Equa Finance may permanently delete all Customer Data associated with your Organization, subject to applicable data retention requirements;
• Sections 5.1, 6.1, 7, 8.3, 9, 10, 13, and 14 shall survive termination.

12. Data Retention and Deletion

12.1 Active Accounts

During your active Subscription, Equa Finance will store and maintain your Customer Data in accordance with our Privacy Policy and Data Processing Agreement. Equa Finance performs regular automated backups of Customer Data and maintains reasonable disaster recovery procedures.

12.2 Post-Termination Retention

Following termination, Equa Finance will retain your Customer Data for a period of thirty (30) days to allow for data export. After this period, Customer Data will be permanently deleted from Equa Finance's active systems within ninety (90) days. Customer Data may persist in encrypted backup archives for up to an additional one hundred eighty (180) days, after which it will be permanently purged.

12.3 Legal Retention

Notwithstanding the foregoing, Equa Finance may retain certain Customer Data where required by applicable law, regulation, or legal process, including for the purposes of fraud prevention, dispute resolution, or regulatory compliance. Such retained data will be stored securely and accessed only for the specified legal purpose.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party describing the Dispute and proposing a resolution.

13.3 Mediation

If the Dispute is not resolved through negotiation within thirty (30) days of the initial notice, either party may submit the Dispute to mediation administered by the Lagos Court of Arbitration (LCA) in accordance with its mediation rules. The mediation shall take place in Lagos, Nigeria, and shall be conducted in English.

13.4 Arbitration

If the Dispute is not resolved through mediation within sixty (60) days, either party may submit the Dispute to binding arbitration administered by the Lagos Court of Arbitration (LCA) in accordance with its arbitration rules. The arbitration shall be conducted by a sole arbitrator appointed in accordance with the LCA rules. The seat of arbitration shall be Lagos, Nigeria, and the language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be enforced in any court of competent jurisdiction.

13.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration or as otherwise necessary to protect its Intellectual Property Rights or Confidential Information.

13.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the Privacy Policy, Acceptable Use Policy, Data Processing Agreement, Service Level Agreement, Cookie Policy, and any applicable Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

14.2 Amendments

Equa Finance reserves the right to modify these Terms at any time. Material changes will be communicated via email to the address associated with your account and/or through a prominent notice on the Platform at least thirty (30) days before the changes take effect. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and terminate your account.

14.3 Assignment

You may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Equa Finance. Equa Finance may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be null and void.

14.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government actions, epidemics, pandemics, power failures, internet disruptions, or telecommunications failures ("Force Majeure Event"). The affected party shall promptly notify the other party and shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

14.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

14.6 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by the waiving party.

14.7 Notices

All notices under this Agreement shall be in writing and delivered to:

• To Equa Finance: legal@equafinance.com, or by post to Equa Finance Ltd., Lagos, Nigeria.
• To Customer: The email address associated with the Customer's account, or the address provided during registration.

Notices shall be deemed given: (a) upon personal delivery; (b) upon confirmation of email receipt; or (c) three (3) business days after deposit in the mail, postage prepaid, certified or registered.

14.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities.

14.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

14.10 Export Compliance

You agree to comply with all applicable export control laws and regulations in connection with your use of the Platform. You shall not use or export the Platform or any related technical data in violation of any applicable export laws, including United States, European Union, and Nigerian export regulations.

14.11 Government Use

If the Platform is being used by or on behalf of a government entity, additional terms may apply. Please contact legal@equafinance.com for government-specific licensing terms.

15. Contact Information

If you have any questions, concerns, or complaints about these Terms of Service, please contact us at:

Equa Finance Ltd.
Email: legal@equafinance.com
Support: support@equafinance.com
Lagos, Nigeria

For billing inquiries: billing@equafinance.com
For security concerns: security@equafinance.com
For data protection matters: dpo@equafinance.com