Riby Terms of Use

This Terms of Use is a binding contract between Finance Life Technologies Limited (RIBY) referred to as "Company", "we", "us" and "our" AND You, our Client (User of Riby CoBanking and our other relevant products and services) hereinafter referred to as "You" or “Client”.

1. Service

We provide a Cooperative Management Platform ("Riby CoBanking") (“RCB”) ("The Service"). Riby CoBanking consists of a web application, a mobile application and Unstructured Supplementary Service Data (USSD). Riby CoBanking is used among cooperative societies, savings groups and associations, to manage their contribution, loan processes, as well as their database. We are responsible for the quality, delivery and maintenance of RCB in compliance with our Service Level Agreement or this Terms of Use.

2. Commencement and Duration

This Terms of Use shall be effective from the date of signing of the Service Level Agreement (SLA) between us and You or where no SLA is signed, upon registering on Riby CoBanking and shall automatically renew each year.

3. Subscription

  1. 3.1. Cooperatives or Savings groups pay a subscription of N100 or N50 fee per member, depending on their size. Through the subscription, they have access to all the channels available. Each cooperative or group will also bear its costs of transactions.

  2. 3.2. The Service shall be made available to you subject to your subscription plan. Any variation in the rate of your subscription plan will be communicated to you at least 24 hours before such rate becomes operational.

  3. 3.3. The subscription cost, transaction fee and other relevant charges paid by You are not refundable.

  4. 3.4. Whatsoever claim you may have against us cannot be set off against any payment due to us nor withheld from any payment due to us from any invoice.

4. Warranties and Liability

  1. 4.1. The use of Riby CoBanking comes with no warranty, express or implied, including, but not limited to, warranties of profitability, merchantability or fitness for a particular purpose.

  2. 4.2. Riby shall not be liable to you for any special, consequential, direct, or indirect damages for loss of revenue, profits, business, data or whatsoever thing, whether arising from negligence, breach of contract or otherwise, save that in any instance, the total contractual and non-contractual liability of Riby shall be limited to any payment made to us in the previous month.

5. Indemnity

You confirm and agree to indemnify, defend and hold us harmless and any of our agents, officers, employees, directors and companies from and against any and all losses, claims, expenses, damages, proceedings, actions, liabilities, including reasonable fees and costs, arising out of or in any way connected with your access to or use of Riby CoBanking.

6. Maintenance and Modifications to the Service

  1. 6.1. The Service will be available 24 hours a day, seven days a week. However, due to hosting or mobile network faults, the Service may be unavailable. At the discovery of this fault occasioning disruption of the Service, we will use reasonable endeavours to inform you of such disruption.

  2. 6.2. In order to always serve you better and give you the utmost experience of the Service, we may, at our sole discretion, periodically make modifications to the Service, conduct scheduled maintenance and where absolutely necessary, make complete overhaul of the Service for a new and better release. We will give you an advance notice of any such proposed maintenance, modification or overhauling of the Service.

  3. 6.3. Likewise, based on your use of the Service, you may propose modifications or new features to the Service to us that we may, at our sole discretion, incorporate in future releases of the Service. However, such new releases or modifications may attract fees and you agree to pay us the agreed fees, if any, for modifications made to the Service.

  4. 6.4. Where applicable, you agree to engage our partners for savings, loans and investment. This, however, will require our partners to onboard you on their platforms, and offer their services to you directly. However, we are not bound by any contract between you and our partners and do not give any warranty of profitability from such contract.

7. Intellectual Property Rights

  1. 7.1. The rights in the intellectual property of the Service belongs absolutely to the Company. You have no claim or right to such intellectual property either during your use of the Service of thereafter.

  2. 7.2. You shall not, without prior written authorisation from us, access or use the Service with any tool, technology or means other than those specified by the Company.

  3. 7.3. Based on 7.1 above, you do not have and no right is granted to you in any intellectual property of Riby in the Service, be it copyright, trademark, patent or any other proprietary right of RIBY or any third party or partner deployed in the Service. The components of Riby CoBanking such as logos, images, texts, page headers, sounds, custom graphics, and button icons are protected by copyright, trademark, and other applicable laws and may not be copied nor imitated either in whole or in part. Except with our express written consent, you shall not use, frame, or deploy framing techniques to enclose any RIBY’s logo, text, content image, trademark, or other proprietary information found on Riby CoBanking or our website without our express written consent.

  4. 7.4. It is to be noted that whatever novel feature, modification, new release, product, app or service, that you suggest to us or request from us, and implemented in the Service shall remain the exclusive and sole intellectual property of the Company irrespective of the usage or success of such feature, modification, new release, product, app or service.

  5. 7.5. You, for whatsoever purpose, agree to not or aid a third party to or attempt to reverse engineer, create, copy, modify discover any source code, transfer, assign, sell, license, sublicense, use as security or grant permission to use any right in the Service or the software upon which the Service is built either in whole or in part.

8. Data protection

For individuals, cooperatives and savings groups, the collection, usage, storage and processing of personally identifiable information of your members are subject to the relevant and applicable data protection laws and regulations such as the Nigeria Data Protection Regulation (NDPR) 2019. Our privacy policy sets out in details what information we collect, how we collect and store such information, what we do with your information, the security measures we take in protecting your information and your attendant rights. Where you collect such personally identifiable information of your members, you agree to bear sole responsibility for compliance with applicable data protection laws in protecting such information.

9. Assignment

In any instance and at any time, we may assign or transfer our rights and obligations under this Terms and/or the SLA to any party without prior notice to you. You confirm and agree that the provisions set forth above are fair and reasonable and your agreement to be bound by them is not based on fraud, duress or undue influence exercised by us or any other person acting for us.

10. Responsibilities

10.1. It is your sole responsibility:

  1. 10.1.1. To supply correct and accurate information during your registration for the Service.

  2. 10.1.2. To promptly inform us of any error, mishap or fault you may encounter while using the Service.

  3. 10.1.3. Obtaining all information fairly and only for the specific purpose it is required.

  4. 10.1.4. Keep your information including your login details safe and secure.

11. Notices

  1. 11.1. All notices from us to you shall be served at the address provided by in the SLA and/or the address you supply while registering for the Service.

  2. 11.2. All notices from you to us shall be served at our corporate address at Block G House 4, Moore Road, Yaba, Lagos.

  3. 11.3. Notices not sent to a physical address will be deemed to have been served; if sent to registered email, on receipt of a reply or in absence of a reply, 24 hours after sending; if sent by post, 48 hours after posting.

12. Force Majeure

Where our operations of the Service is prevented by fire, flood, harsh weather, lockouts, slowdown, outbreak of disease, pandemic, epidemic, industrial action, unexpected legislation, governmental action or any other circumstances beyond our reasonable control (force majeure event), we shall not be liable for the inability to perform our obligations to you caused by such force majeure event but we will notify you of such circumstance within a reasonable time of being aware of such force majeure event.

13. Termination

Either Party shall be entitled to terminate the use of the Service with or without cause upon giving one (1) month written notice to the other Party.

  1. 13.1. Either of the Parties may terminate the use of the Service with cause upon any material breach of this Terms of Use and/or the Terms and Conditions of the SLA by the other Party and such Party fails to remedy such breach within 30 (thirty) days of receipt of a written notice from the aggrieved Party specifying the nature of the breach and requiring its remedy.

  2. 13.2. Riby may terminate the use of the Service with cause forthwith upon written notice and without any rectification period:

      13.2.1. If Riby discovers any marketing activity promoting our brand or products without our prior written consent;

      13.2.2. If the Service is used for a purpose other than that which it was agreed between the Parties to be used for.

      13.2.3. If any of the Parties ceases to be a going concern or ceases operation.

      13.2.4. For unethical conduct by You, but not limited to, offering or providing to any Riby employee any financial or other incentive for the purpose of obtaining customer leads or other information which is deemed to be beneficial to Riby.

      13.2.5. If the use of the Service by You is deemed to be for any illegal purpose or if you use the Service to commit any illegal and/or unlawful act as determined by a court of competent jurisdiction or

      13.2.6. if any of Riby’s branding or communication material is used for any other purpose other than to solicit customers for Riby.

  3. 13.3. Upon termination of this Agreement, each Party shall immediately:

      13.3.1. Cease to present itself as being associated with the other Party,

      13.3.2. Remove from display or access, and destroy or return to the other Party at its own cost, all papers, materials, data and any other promotional material or other property which refers to the other party or which contains the other party’s name or logo in its possession or held in connection with the performance of this Terms and/or the SLA and

      13.3.3. Remove from its website any links, contracts or other forms which relate to or mention the other Party, or which have been created by the other Party.

  4. 13.4. Termination of the use of the Service and, where applicable, the SLA shall not affect any obligations of the respective Parties incurred or arising prior to such termination becoming effective and such obligation shall become due and payable forthwith on termination.

  5. 13.5. Riby CoBanking is designed for the use of cooperatives, associations and Savings groups only and upon completion of registeration, such cooperatives, associations and savings group must not redesign or use the design for any technical development or operations. Such act will lead to suspension or termination of the Service and you may be subject to further legal actions after the suspension or termination.

14. Entire Agreement

You understand and agree that this Terms and where applicable, the SLA, constitute the entire agreement between you and us. This Terms and the relationship between you and us will be governed by the laws of the Federal Republic of Nigeria. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Terms and the SLA are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.