Terms of Service

1. Definitions

In these Terms, the following definitions apply:

2. Eligibility

To register and use the Platform, you must satisfy all of the following eligibility requirements:

1. You are a duly incorporated and validly existing legal entity, or an individual who is at least 18 years of age and has full legal capacity to enter into binding contracts.
2. You are conducting or intending to conduct legitimate commercial B2B transactions.
3. You are not subject to any sanctions, trade restrictions, or prohibitions imposed by the Federal Republic of Nigeria, the United Nations, or any other applicable authority.
4. Your use of the Platform does not violate any applicable law, regulation, court order, or contractual obligation.
5. You are not a competitor of Reelaay accessing the Platform for competitive intelligence purposes.

Reelaay reserves the right to refuse access to any person or entity that does not meet these requirements or that Reelaay determines, in its sole discretion, poses an unacceptable legal, compliance, reputational, or operational risk.

3. Account Registration

1. Accurate Information. You must provide complete, accurate, and current information during registration and maintain the accuracy of that information throughout your use of the Platform.
2. Account Credentials. You are solely responsible for maintaining the confidentiality and security of your login credentials. You must immediately notify Reelaay of any actual or suspected unauthorised access to your Account.
3. One Account Per Entity. Each legal entity may maintain only one active Account on the Platform unless Reelaay expressly authorises otherwise in writing.
4. Authorised Representatives. Where an Account is created on behalf of a legal entity, the individual registering the Account represents and warrants that they have authority to bind that entity to these Terms.
5. Non-transferability.Accounts are non-transferable. You may not assign, sell, or otherwise transfer your Account or any rights associated with it to any third party without Reelaay's prior written consent.
6. Responsibility for Account Activity.You are liable for all activity that occurs under your Account, whether or not authorised by you, except to the extent caused by Reelaay's gross negligence or wilful misconduct.

4. Platform Role

Reelaay is a technology and transaction management platform. It is important that Users understand the nature and scope of Reelaay's role:

1. Facilitator, not a party. Reelaay structures, coordinates, and facilitates commercial transactions between Suppliers and Buyers. Reelaay is not a party to the underlying commercial contract between a Supplier and a Buyer.
2. Not a bank or financial institution. Reelaay is not a bank, deposit-taking institution, or regulated financial institution. Reelaay does not accept deposits or offer banking products.
3. Capital arrangement. Where Reelaay arranges or coordinates access to capital for a Transaction, such capital is provided by Funding Partners. Reelaay acts as a coordinator and does not itself extend credit unless expressly stated and appropriately licensed to do so.
4. Payment coordination. Reelaay may coordinate payment instructions and collection accounts as part of the transaction management process. This coordination role does not make Reelaay a payment service provider or money transmitter.
5. No guarantee of outcome. Reelaay does not guarantee the completion, profitability, or success of any Transaction. All commercial decisions remain the responsibility of the transacting parties.

5. Platform Services

Subject to these Terms and applicable eligibility requirements, Reelaay provides the following services through the Platform:

• Transaction structuring and management: End-to-end coordination of commercial transactions, including documentation, milestone tracking, and delivery verification.
• KYC and verification: Identity and business verification services for Suppliers, Buyers, and their principals.
• Buyer verification: Creditworthiness and legitimacy checks on prospective Buyers at the Supplier's request.
• Payment coordination: Provision of designated payment collection accounts and disbursement instructions.
• Capital facilitation: Coordination of access to financing from Funding Partners where applicable and approved.
• Document management: Secure storage and handling of transaction-related documents, including purchase orders, invoices, and delivery records.
• Reporting and analytics: Transaction history, status updates, and reporting dashboards available within the Platform.

Reelaay may introduce, modify, or discontinue any aspect of the Platform Services at any time, with reasonable notice where practicable.

6. User Responsibilities

All Users of the Platform agree to:

1. Provide accurate, complete, and up-to-date information at all times, including during registration, KYC, and the initiation of any Transaction.
2. Promptly update any information that becomes inaccurate or outdated.
3. Comply with all applicable laws and regulations, including those relating to commercial transactions, anti-money laundering, taxation, and data protection.
4. Maintain the security and confidentiality of their Account credentials and promptly report any suspected unauthorised access.
5. Use the Platform only for lawful B2B commercial purposes.
6. Cooperate with Reelaay's compliance, verification, and audit processes.
7. Not interfere with or disrupt the Platform's infrastructure, security, or integrity.
8. Retain records of all Transactions for a minimum period required by applicable law or as directed by Reelaay.

7. Supplier Responsibilities

In addition to the general User responsibilities in Section 6, Suppliers agree to:

1. Submit accurate and complete transaction details, including purchase order values, delivery timelines, and product or service descriptions.
2. Fulfil delivery commitments in accordance with the terms of the underlying commercial contract with the Buyer and the timelines agreed on the Platform.
3. Provide evidence of delivery or performance when requested by Reelaay, including waybills, delivery notes, proof of dispatch, or service completion certificates.
4. Maintain all required regulatory licences, permits, and approvals necessary to supply the goods or services described in any Transaction.
5. Notify Reelaay promptly of any event that may affect their ability to deliver, including force majeure events, supplier failures, or regulatory issues.
6. Submit only genuine purchase orders, invoices, and supporting documents. Submission of fraudulent or falsified documents is a material breach of these Terms and may result in immediate Account suspension and referral to law enforcement authorities.
7. Not seek or accept direct payment from a Buyer outside of the designated payment channels specified by Reelaay during an active Transaction.

8. Buyer Responsibilities

In addition to the general User responsibilities in Section 6, Buyers agree to:

1. Confirm the accuracy of purchase order details before submission or acceptance on the Platform.
2. Make all payments strictly through the designated collection account or payment channel specified by Reelaay for each Transaction. Payments made to any other account are at the Buyer's sole risk.
3. Make payments on or before the due date specified for each Transaction. Delays beyond the agreed payment terms may attract delay fees as described in Section 17.
4. Notify Reelaay promptly if a delivery does not match the agreed specification, is defective, or is not received within the expected timeframe.
5. Not engage in any side arrangements with Suppliers to circumvent the payment, documentation, or oversight processes of the Platform.
6. Cooperate with Reelaay's credit and identity verification processes as part of KYC and transaction approval.

9. Funding Partner Responsibilities

Funding Partners that provide capital to support Transactions on the Platform agree to:

1. Operate in compliance with all applicable financial services laws, AML regulations, and licensing requirements in Nigeria and any other jurisdiction in which they operate.
2. Perform their own independent due diligence on any Transaction or User to the extent required by their internal policies and regulatory obligations.
3. Not require Reelaay to serve as a guarantor of, or assume liability for, the repayment of any financing extended through the Platform.
4. Promptly notify Reelaay of any compliance concerns, legal proceedings, or regulatory enquiries that may affect their ability to continue as a Funding Partner.
5. Maintain the confidentiality of all Transaction data and User information accessed through the Platform in accordance with Section 23 of these Terms and applicable data protection laws.

10. Acceptable Use Policy

Users must use the Platform only in a manner that is lawful, ethical, and consistent with Reelaay's mission of facilitating legitimate B2B commerce. In particular, you agree to:

• Use the Platform exclusively for legitimate commercial purposes.
• Treat all counterparties, Reelaay staff, and third parties with professionalism and respect.
• Not access or attempt to access other Users' data or accounts without authorisation.
• Not upload or transmit any content that is unlawful, defamatory, fraudulent, or infringing upon the rights of any third party.
• Not attempt to reverse-engineer, decompile, or otherwise extract the source code of the Platform.
• Not use automated scripts, bots, scrapers, or other tools to access the Platform without prior written authorisation from Reelaay.

11. Prohibited Activities

The following activities are strictly prohibited on the Platform. Violation of this section may result in immediate suspension, Account termination, recovery of losses, and referral to relevant law enforcement or regulatory authorities:

1. Submitting false, forged, altered, or fabricated purchase orders, invoices, delivery documents, or any other transaction documentation.
2. Using the Platform to launder money, finance terrorism, or engage in any activity prohibited under Nigerian or international AML/CFT laws.
3. Creating multiple Accounts or fictitious business entities to access Platform Services or circumvent due diligence requirements.
4. Colluding with a counterparty to inflate transaction values, fabricate transactions, or otherwise deceive Reelaay or a Funding Partner.
5. Accessing the Platform on behalf of a sanctioned entity or individual.
6. Misappropriating funds disbursed by Reelaay or a Funding Partner for purposes other than the stated Transaction.
7. Attempting to defraud any User, Funding Partner, or Reelaay through misrepresentation of facts, capabilities, or intentions.
8. Soliciting other Users to conduct business outside of the Platform in order to avoid fees or circumvent Platform controls.
9. Uploading malware, viruses, or any other harmful code to the Platform.
10. Violating any applicable export control, trade sanction, or foreign asset control law or regulation.

12. KYC & Identity Verification

1. Mandatory verification.All Users are required to complete Reelaay's KYC process before initiating or participating in a Transaction. KYC requirements may include submission of government-issued identification, proof of business registration, directorship information, beneficial ownership declarations, and bank account verification.
2. Ongoing verification. Reelaay may request updated or additional verification documents at any time, including in response to changes in transaction value, risk profile, or regulatory requirements.
3. Third-party verification. Reelaay may use third-party identity verification, credit bureau, or screening services to carry out or supplement its KYC process.
4. Refusal of service.Reelaay reserves the right to decline, suspend, or restrict access to Platform Services if a User fails to complete KYC to Reelaay's satisfaction within the required timeframe.
5. Buyer verification.Reelaay may conduct or facilitate verification checks on Buyers at the request of a Supplier or as part of the Transaction approval process. Such checks do not constitute a guarantee of a Buyer's creditworthiness or willingness to pay.

13. AML Compliance

1. Reelaay maintains an anti-money laundering and counter-financing of terrorism (AML/CFT) programme in accordance with the Money Laundering (Prevention and Prohibition) Act 2022 and other applicable Nigerian legislation.
2. Users must not use the Platform to conduct, facilitate, or disguise any transaction that constitutes or is connected to money laundering, terrorist financing, or any other financial crime.
3. Reelaay is legally obligated to file suspicious activity reports (SARs) and other regulatory disclosures without notifying the relevant User. By using the Platform, you acknowledge and consent to Reelaay making such reports where required by law.
4. Reelaay may freeze, hold, or decline to process funds where there is reasonable suspicion of financial crime, pending further investigation or direction from relevant authorities.
5. Users must promptly respond to any AML-related enquiries from Reelaay and provide all supporting documentation requested.

14. Fraud Prevention

1. Reelaay operates a fraud monitoring and prevention programme. The Platform may use automated tools and manual review processes to detect potentially fraudulent activity.
2. Where Reelaay suspects fraudulent activity, it may: (a) immediately suspend the relevant Account(s); (b) freeze pending disbursements; (c) contact relevant law enforcement or regulatory authorities; and (d) take civil action to recover losses.
3. Users who become aware of fraudulent activity on the Platform — whether committed by themselves, a counterparty, or any other person — must immediately report it to Reelaay at hello@reelaay.com.
4. Reelaay will cooperate fully with law enforcement authorities in the investigation and prosecution of fraud. This may include disclosing User data in accordance with applicable law.

15. Document Accuracy

1. All documents submitted to the Platform — including purchase orders, invoices, delivery notes, bank statements, corporate registration documents, and identification documents — must be genuine, accurate, and unaltered.
2. You represent and warrant that all documents you submit reflect true and actual commercial transactions and are not fabricated, inflated, or otherwise falsified for the purpose of obtaining financing or Platform Services.
3. Submission of inaccurate or fraudulent documents constitutes a material breach of these Terms and may, in addition to Account termination, expose you to civil liability and criminal prosecution under applicable Nigerian law.
4. Reelaay may, at any time, request original documents, third-party verification, or additional supporting evidence in respect of any submitted document.

16. Payment Terms

1. Designated payment channels.All payments related to a Transaction must be made to the specific collection account or payment reference designated by Reelaay for that Transaction. Payment to any other account is at the Buyer's sole risk and Reelaay accepts no liability for misrouted payments.
2. Payment due dates. Payments are due by the date specified in the Transaction terms confirmed on the Platform. Where no date is specified, payment is due within the period communicated in writing by Reelaay.
3. Disbursements to Suppliers.Following confirmation of delivery and satisfaction of all disbursement conditions, Reelaay will initiate disbursement of the Supplier's net proceeds (after deduction of applicable fees) within the timeframe communicated during Transaction setup.
4. Currency. All transactions on the Platform are currently denominated in Nigerian Naira (NGN) unless otherwise agreed in writing. Reelaay does not assume any foreign exchange risk on behalf of Users.
5. Repayment obligations.Where financing has been arranged by a Funding Partner for a Transaction, the Buyer's repayment obligations are governed by the terms agreed between the Buyer and the Funding Partner and/or as reflected in the Transaction terms on the Platform.
6. No off-platform settlement.Any attempt to settle a Platform-initiated Transaction outside of the designated payment channels without Reelaay's written consent is a breach of these Terms and may result in Account suspension.

17. Fees & Charges

1. Transaction Fee. Reelaay charges a Transaction Fee for structuring and managing each Transaction. The applicable fee will be disclosed to the relevant User before the Transaction is confirmed. Fees are non-refundable once a Transaction has been approved and funds disbursed.
2. Financing-related fees. Where capital is arranged through a Funding Partner, additional fees or financing costs may apply. These will be disclosed as part of the Transaction terms and are subject to the agreement between the relevant User and the Funding Partner.
3. Late payment fees. Where a Buyer fails to make payment by the due date, a late payment fee may be applied at the rate specified in the Transaction terms. Reelaay reserves the right to pass on to the Buyer any additional costs incurred as a result of late payment, including Funding Partner charges.
4. Cancellation and amendment fees. Reelaay reserves the right to charge fees for Transactions that are cancelled or materially amended after approval, to cover administrative and third-party costs incurred.
5. Fee changes. Reelaay may update its fee schedule from time to time. Updated fees will apply to Transactions initiated after the effective date of the change. Fees applicable to a confirmed Transaction will not be altered retroactively.

18. Taxes

1. Each User is solely responsible for determining and meeting their own tax obligations arising from use of the Platform or receipt of funds through a Transaction, including income tax, value added tax (VAT), withholding tax, and any other applicable levy.
2. Reelaay does not provide tax advice. Nothing in these Terms or on the Platform constitutes tax advice.
3. Where Reelaay is legally required to withhold tax from disbursements (for example, withholding tax on service fees), Reelaay will do so and provide the applicable tax documentation to the relevant User.
4. Users indemnify Reelaay against any tax liability, penalty, or interest that arises from a User's failure to comply with applicable tax obligations.

19. Referral Programme

1. Reelaay may operate a referral programme that allows Users to earn rewards for referring new Users to the Platform. The specific terms, eligibility criteria, and reward structure of any referral programme will be published separately and are incorporated into these Terms by reference.
2. Referral rewards are subject to the referred User completing onboarding, KYC verification, and, where applicable, completing a qualifying Transaction.
3. Reelaay reserves the right to modify, suspend, or terminate the referral programme at any time. Accrued, qualifying rewards that have been confirmed prior to any such change will be honoured.
4. Abuse of the referral programme, including creating fictitious referrals, self-referrals, or referrals designed to manipulate the programme, is prohibited and may result in Account suspension and forfeiture of all accrued rewards.

20. Electronic Signatures

1. By checking any acceptance box, clicking an agreement button, or otherwise affirmatively indicating acceptance on the Platform, you agree that your action constitutes a legally binding electronic signature under applicable Nigerian law, including the Cybercrime (Prohibition, Prevention, etc.) Act 2015 and relevant provisions of the Evidence Act 2011.
2. Electronic signatures and records on the Platform have the same legal effect as handwritten signatures and paper records to the maximum extent permitted by applicable law.
3. You consent to the use of electronic means for all communications, agreements, notices, and records in connection with your use of the Platform.

21. Communications

1. By registering an Account, you consent to receiving electronic communications from Reelaay, including transactional notifications, compliance requests, account updates, and service announcements.
2. Reelaay will use the email address and phone number associated with your Account for formal communications. You are responsible for keeping these details current.
3. You may opt out of non-essential marketing communications at any time by following the unsubscribe instructions in the relevant communication or contacting Reelaay directly. You cannot opt out of transactional or compliance-related communications while your Account is active.
4. Reelaay will never request your Account password, full bank details, or sensitive credentials via email, SMS, or phone call. Report any such requests immediately to hello@reelaay.com.

22. Intellectual Property

1. Reelaay's IP. All intellectual property rights in the Platform, including its software, source code, design, trademarks, trade names, logos, and proprietary methodologies, are owned by or licensed to Reelaay. Nothing in these Terms transfers any intellectual property rights to Users.
2. Limited licence. Reelaay grants you a limited, non-exclusive, non-sublicensable, revocable, and non-transferable licence to access and use the Platform solely for the purposes contemplated by these Terms.
3. User Content. You retain ownership of all Content you upload to the Platform. By uploading Content, you grant Reelaay a worldwide, royalty-free, non-exclusive licence to use, process, store, and display that Content to the extent necessary to provide Platform Services.
4. Feedback. Any feedback, suggestions, or improvements you provide to Reelaay regarding the Platform may be used by Reelaay without restriction or compensation.
5. Restrictions.You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, or exploit any part of the Platform or its content without Reelaay's prior written consent.

23. Confidentiality

1. Each party acknowledges that it may receive Confidential Information of the other party in connection with use of the Platform. Each party agrees to: (a) keep such Confidential Information strictly confidential; (b) not disclose it to any third party without the disclosing party's prior written consent; and (c) use it only for the purposes of performing its obligations under these Terms.
2. The confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives prompt notice where permitted.
3. Reelaay may share transaction data and User information with Funding Partners and relevant regulatory authorities to the extent necessary to operate the Platform and comply with applicable law. Such sharing is subject to appropriate confidentiality protections.
4. This Section 23 survives termination of your Account or these Terms for a period of five (5) years.

24. Data Ownership

1. You retain ownership of all business data, transaction records, and documents you upload to the Platform. Reelaay does not claim ownership of your transactional or business data.
2. Reelaay owns all aggregated, anonymised, and derived data generated through the operation of the Platform, including platform usage analytics and market insights, provided that such data does not personally identify any User.
3. Upon closure of your Account, Reelaay will retain your data for the period required by applicable law (including AML and tax retention obligations) and as described in the Privacy Policy.

25. Third-Party Services

1. The Platform may integrate with or direct Users to third-party services, including identity verification providers, payment processors, cloud infrastructure providers, and communication tools. Reelaay does not endorse and is not responsible for the products, services, or content of any third party.
2. Your use of any third-party service is governed by that third party's own terms and conditions. Reelaay encourages you to review those terms before use.
3. Reelaay shall not be liable for any loss or damage arising from your reliance on third-party services.

26. API Usage

1. Reelaay may provide application programming interfaces (APIs) to facilitate integration with the Platform. Where API access is made available, it will be subject to separate API terms of use published by Reelaay.
2. API access is granted at Reelaay's sole discretion and may be withdrawn at any time. Misuse of any API, including attempts to circumvent rate limits, access unauthorised data, or disrupt the Platform, is prohibited and will result in immediate revocation of access.
3. Integrations built using the Reelaay API must comply with all applicable laws and Reelaay's then-current developer guidelines.

27. Security

1. Reelaay implements technical and organisational security measures designed to protect the Platform and User data against unauthorised access, loss, destruction, or alteration. Details of our security practices are available at reelaay.com/security.
2. You are responsible for the security of your own device, network, and Account credentials. Reelaay is not responsible for breaches arising from your failure to maintain adequate security practices.
3. You must promptly notify Reelaay at hello@reelaay.com if you discover or suspect any security vulnerability, data breach, or unauthorised access to the Platform or your Account.
4. Reelaay operates a responsible disclosure policy. Security researchers who discover and responsibly disclose vulnerabilities are encouraged to contact us before publishing any findings.

28. Platform Availability

1. Service levels.Reelaay aims to maintain high Platform availability but does not guarantee uninterrupted or error-free operation. The Platform is provided on an "as available" basis.
2. Scheduled maintenance. Reelaay may conduct scheduled maintenance that temporarily reduces or suspends Platform availability. Where practicable, Reelaay will provide advance notice of scheduled maintenance windows.
3. Unscheduled interruptions. Reelaay will use reasonable efforts to minimise unscheduled interruptions and to restore service promptly following any outage.
4. No liability for downtime.Reelaay shall not be liable to any User for any loss, damage, or inconvenience caused by scheduled or unscheduled Platform unavailability, except to the extent caused by Reelaay's gross negligence or wilful misconduct.

29. Suspension & Termination

29.1 Suspension by Reelaay

Reelaay may immediately suspend your Account and/or access to the Platform, without prior notice, if:

• You have breached any provision of these Terms.
• Reelaay suspects fraudulent, unlawful, or abusive activity on your Account.
• You fail to complete KYC or provide required documentation within the stipulated timeframe.
• Regulatory or legal requirements demand suspension.
• A Transaction on your Account is under active investigation.

29.2 Termination by Reelaay

Reelaay may terminate your Account and access to the Platform upon thirty (30) days' written notice, or immediately where:

• The suspension grounds in Section 29.1 are confirmed following investigation.
• You have committed fraud, submitted falsified documents, or engaged in money laundering.
• Reelaay decides to discontinue the relevant Platform Services.

29.3 Termination by User

You may close your Account at any time by contacting Reelaay, subject to the completion or settlement of any outstanding Transactions or financial obligations. Outstanding obligations must be fulfilled before an Account can be closed.

29.4 Effect of Termination

Upon termination: (a) your right to access the Platform ceases immediately; (b) all outstanding fees and Transaction obligations remain payable; (c) Reelaay will retain your data for the period required by applicable law; and (d) Sections that by their nature should survive termination (including Sections 22, 23, 24, 30, 32, 34, and 35) shall continue in full force and effect.

30. Limitation of Liability

1. Aggregate cap.To the maximum extent permitted by applicable law, Reelaay's total cumulative liability to you arising out of or in connection with these Terms or your use of the Platform shall not exceed the total Transaction Fees paid by you to Reelaay in the three (3) months immediately preceding the event giving rise to the claim.
2. Excluded losses. In no event shall Reelaay be liable to you or any third party for: (a) loss of profits; (b) loss of revenue; (c) loss of data; (d) business interruption; (e) loss of goodwill or reputation; or (f) any indirect, incidental, special, consequential, or punitive damages, however arising and whether foreseeable or not.
3. Third-party actions. Reelaay is not liable for the actions or omissions of Buyers, Suppliers, Funding Partners, or any other third party.
4. Statutory rights. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Nigerian law.

31. Disclaimer of Warranties

1. The Platform and all Platform Services are provided on an "as is" and "as available" basis without any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
2. Reelaay does not warrant that: (a) the Platform will be uninterrupted, secure, or error-free; (b) any Buyer verification result is a guarantee of payment; (c) any Transaction will be completed successfully; or (d) any financing will be approved or disbursed.
3. All representations made about the Platform's capabilities are aspirational and operational, not contractual warranties of outcome.

32. Indemnification

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

1. Your breach of these Terms.
2. Your use or misuse of the Platform or Platform Services.
3. Any fraud, misrepresentation, or wilful misconduct on your part.
4. Your infringement of any third party's rights, including intellectual property rights.
5. Your violation of any applicable law or regulation.
6. Any dispute between you and a counterparty to a Transaction.

33. Force Majeure

1. Reelaay shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay is caused by circumstances beyond Reelaay's reasonable control, including acts of God, natural disasters, war, civil unrest, government action, regulatory intervention, power failures, internet service disruptions, strikes, or pandemic events.
2. Reelaay will notify affected Users as soon as reasonably practicable of any force majeure event and will use reasonable endeavours to resume normal operations as quickly as possible.
3. Where a force majeure event continues for more than sixty (60) consecutive days, either party may terminate any affected Transactions upon reasonable written notice, subject to settlement of any obligations that arose prior to the force majeure event.

34. Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The courts of Lagos State shall have primary jurisdiction over any dispute not resolved by arbitration under Section 35.

35. Dispute Resolution

35.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. Either party may initiate this process by giving written notice to the other specifying the nature of the dispute. The parties shall meet (in person, by video, or by telephone) within fifteen (15) business days of such notice to seek a resolution.

35.2 Arbitration

If the dispute is not resolved within thirty (30) days of the written notice referred to in Section 35.1 (or such longer period as the parties may agree), the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The arbitration shall be conducted by a sole arbitrator agreed by the parties, or in default of agreement, appointed by the Chairman of the Chartered Institute of Arbitrators (Nigeria Branch). The seat and venue of arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English.

35.3 Emergency Relief

Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights or prevent irreparable harm.

35.4 Class Action Waiver

To the maximum extent permitted by applicable law, you agree to resolve any dispute on an individual basis and waive your right to participate in any class, collective, or representative action or proceeding against Reelaay.

36. Changes to Terms

1. Reelaay may update these Terms from time to time to reflect changes in law, regulatory requirements, or Platform Services.
2. Where changes are material, Reelaay will provide at least fourteen (14) days' advance notice by email or prominent notice on the Platform.
3. Your continued use of the Platform after the effective date of any updated Terms constitutes acceptance of those updated Terms. If you do not agree to the updated Terms, you must cease using the Platform and close your Account before the effective date.
4. The most current version of these Terms is always available at reelaay.com/terms.

37. Contact Information

For questions about these Terms of Service, to exercise your rights, or to report a concern, please contact us at: