Trading with Busha

Definition of terms

• We are Busha Digital Limited, a company duly registered with the Corporate Affairs Commission and licensed by the Securities and Exchange Commission to carry on business as a Virtual Asset Service Provider.
• For the purpose of this Corporate Client Agreement (this agreement), Busha Digital Limited shall mean “Busha”, “us”, “we”, and “our,” and your business shall mean “you” and “Your”.

• Upon onboarding with us, this agreement, which states the terms and conditions under which we provide our products and services to you, shall bind your use of our present and future products and services, including API, this website, and the Busha Mobile App.
• This agreement also references additional documents, such as our Privacy Notice, which details our collection, use, storage, and processing of your personal data, and our Acceptable Use Policy, which covers the activities you can carry out while using our products and services. Altogether, they constitute the entire agreement between you and us.
• You confirm that you did not enter into this Agreement in reliance upon, and will have no remedy in respect of, any misrepresentation, representation, or statement that is not expressly set out in this Agreement;
• The only remedies available for any misrepresentation or breach of any representation or statement which was made before entry into this Agreement and which is expressly set out in this Agreement will be for breach of contract; and
• Nothing in this Agreement will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
• If you do not intend to be bound by this agreement, do not register or use any of our products and services.

• Conversion of fiat to virtual assets.
• Corporate trading desk.
• Conversion of virtual assets into fiat.
• Provision of custodial virtual assets wallets.
• Payments facilitation using virtual assets.
• Facilitation of the sale and exchange of digital assets.

• Only duly registered and/or licensed corporate entities can own a Busha account.
• You can only register one account with your business. Registering multiple accounts with one corporate entity, creating a new account after your old account has been suspended or limited, or using other people’s data to create a new or additional account is prohibited, and where such occurs, Busha reserves the right to delete the additional accounts.
• You must not create an account to abuse Busha’s platforms or to engage in illegal activities.

• You consent to commence and promptly complete your onboarding with Busha by completing all forms and verification processes and providing all requested documents.
• Upon onboarding with Busha, an account will be created for you. This account will be used in carrying out all business activities with Busha.
• You are expected to provide accurate, complete, and valid information during your onboarding with us. If any part of your submitted data changes, you are required to promptly provide us with the updated information for our records. You also have the right to request an update to your data to ensure we maintain accurate and complete information at all times.
• All Directors, Beneficial Owners, Ultimate Beneficial Owners (UBOs), and Authorised Representatives must be duly verified before your onboarding can be approved.  You acknowledge and agree that Busha may request additional information, including information on corporate ownership and UBOs of corporate owners, where required under applicable laws and Busha’s internal policies and procedures.
• Busha reserves the right to use third-party service providers for this verification process.  Where such third-party integrations are utilized, you may be informed on the verification page. You consent to the sharing of your data with these third-party service providers for the purpose of your verification.
• All Directors, Beneficial Owners, Ultimate Beneficial Owners (UBOs), and Authorised Representatives must be duly verified before your onboarding can be approved.  You acknowledge and agree that Busha may request additional information, including information on corporate ownership and UBOs of corporate owners, where required under applicable laws and Busha’s internal policies and procedures.

• You confirm that you have the necessary authority to bind the Business on whose behalf you are using our Services and that the Business accepts the terms of this Agreement. We may request proof of your authority to bind the Business at any time. If you are unable to provide this proof, we reserve the right to restrict further access to your Busha account.
• You are expected to appoint an authorized representative who will manage your Busha account and carry out transactions on your behalf.
• All transactions carried out by your authorised representative shall be legally binding and deemed carried out by you.
• Where any loss or damage occurs due to the use of your account by your duly authorised representative, Busha shall not be liable to you for any such damage or loss.
• Busha shall not be a party to any disputes, legal actions, or claims arising out of your relationship with your authorised representative.

• You must keep all your account data, passwords, and transaction details safe at all times.
• Busha shall ensure that everyone with access to your data maintains the highest level of care in protecting it from misuse, loss, or unauthorized access. We shall at all times keep confidential all your account data and deal with it in accordance with all applicable data protection laws.
• Every use of your account is deemed approved by you; hence, you must at all times keep your account data safe and implement two-step authentication.
• Select a strong password that includes upper-case text, lower-case text, numbers, and symbols.
• Do not share your password with anyone or use it for any other account.
• If you need to change your password or have forgotten it, use your email address to request a password reset.
• Do not engage with any email that is not from our official email addresses, which are compliance@busha.co , and  support@busha.co.
• If you detect any unusual activity or unauthorized access to your account, promptly change your password and report it to us via our customer support channel.
• To enjoy optimum service from us, we implore you to regularly update the Busha App and your web browsers to access up-to-date features as we improve our products.

• You acknowledge and fully understand the risks associated with the buying, selling, or conversion of virtual assets, including irreversible nature of an immutable ledger, putting capital at risk, high levels of market volatility, price fluctuations, low liquidity in the market and asses class-specific systemic risks such as forking events, fifty-one percent (51%) attacks, and potential regulatory changes. The value of virtual assets can be highly unpredictable, and past performance is not indicative of future results.
• Any transaction or investment made on our platforms is solely your responsibility, and we shall not be held liable for any losses resulting from your investment decisions, actions, or inactions concerning your account.
• The information provided in our blog posts about virtual assets should not be interpreted as legal, financial, or investment advice. You should carefully consider your financial situation and consult with a qualified financial advisor before engaging in any transactions or investments involving virtual assets.

• Our order form shall contain information on all fees for the services, payment processes, and transaction details. Where you have not signed an order form or a separate commercial agreement with Busha, the applicable fees shall be communicated to you on the APP or such other Busha platform you are utilising. Note that fees are set based on prevailing market rates and are not inclusive of taxes. All tax obligations shall be borne by you alone, and Busha shall not be liable for your failure to fulfill your tax obligations. You acknowledge and agree that Busha may make necessary tax deductions in fulfillment of its withholding tax and related tax obligations where related to the service you are consuming on the Busha platform.
• You agree to pay all fees in the currency and payment period specified in the applicable Order Form.
• All fees shall be deducted at the time of order settlement, and you acknowledge and agree that we are authorized to deduct our fees from the transaction funds received. The remaining balance will be used in the settlement of your requested service in the manner specified in the order form.
• Where payment is not made during the specified payment period, you must request a new order form to obtain the applicable fee and make payment accordingly, as prices change.
• If you make a payment outside of the payment period using the old order form details, Busha will notify you of the price changes, and you agree to pay the difference within the stipulated payment period.
• You have the right to request a refund where the new fee is not acceptable to you; however, all charges relating to the refund process shall be deducted.
• Busha shall not charge you commission or extra fees aside from the stipulated transaction processing fees stated in the order form.
• You may terminate this agreement where the fees are not acceptable to you, and you do not wish to proceed with transacting with Busha or using Busha’s platforms.

• The Client acknowledges and agrees that the Services are restricted only to the Chains, assets, and networks expressly disclosed to be supported by Busha in the relevant documentation exposed to the Client. The Client agrees to bear sole responsibility and indemnify Busha for any services provided to its End Users outside of Busha’s expressly disclosed coverage.

• The Client acknowledges and agrees that the Services rely on decentralized blockchain networks (the “Networks”), which are outside Busha’s control. Such Networks are subject to inherent risks, including but not limited to:

  • forks (temporary or permanent), reorganizations, or changes in consensus rules;
  • delays, errors, or failures in transaction confirmation;
  • volatility in network fees;
  • exploits, bugs, or security vulnerabilities in the underlying protocol;
  • changes in cryptographic standards or attacks (including 51% attacks).
• Notwithstanding anything in this Agreement, Busha does not warrant or guarantee the availability, performance, or security of any Network. Transactions may remain unconfirmed or fail to be recorded due to Network conditions.
• The Client acknowledges that transactions broadcast to a Network are irreversible once confirmed. Busha shall not be liable for any losses arising from incorrect instructions, duplicate submissions, or erroneous parameters provided by the Client through the API.
• Busha shall use reasonable efforts to maintain the availability of the API, but does not warrant that it will be uninterrupted or error-free. The Client is solely responsible for implementing safeguards, including retry logic and validation checks, to prevent duplicate or failed transactions.

• Busha reserves the right to refuse or delay execution of any transaction if:

  • required by law or regulation;
  • the transaction violates Busha’s policies, including but not limited to Busha’s AUP;
  • there is suspicion of fraud, error, or illegal activity; or
  • network congestion or technical conditions make execution unfeasible.
• In the event of a Network fork or chain split,  Busha shall, in its sole discretion, determine which chain to support. Busha shall have no obligation to support, credit, or enable access to any alternative or resulting digital asset.
• Unless explicitly agreed in writing by Busha, neither the Client nor its End Users shall be entitled to any assets created by forks, airdrops, or similar events.
• The Client shall indemnify and hold harmless Busha from any claims, damages, or losses arising from the Client’s use of the API, including transactions executed based on incorrect or unauthorized instructions, and any consequences of blockchain network events described in this Agreement.

• To the maximum extent permitted by law, Busha shall not be liable for any direct, indirect, or consequential loss arising from:

  • blockchain network errors, forks, or vulnerabilities;
  • delays or failures in transaction confirmation;
  • changes in Network consensus rules;
  • double-spending or reversal attacks;
  • cryptographic exploits or systemic failures in the Network.

• All transactions shall be settled instantly or subject to the timeline agreed by the parties, except for instances where Force Majeure events occur, submission of incorrect or incomplete information by the Client, and suspicion of fraud.
• Busha shall notify you of any changes to this timeline, which will not amount to a breach of the obligations herein.
• Where orders are not settled on the day of receipt of funds from you, Busha shall process your transactions the following day based on previously agreed fees and rates.

• In the event of disputes, refund claims must be made in writing within 24 hours with evidence showing non-receipt of products or services from Busha.
• Busha shall make a refund where claims are found to be valid upon receipt of a claim in writing, alongside evidence to support them. Evidence may include transaction receipts and details of non-performance of service on the part of Busha.

• Busha shall not be held liable for any erroneous transactions resulting from your negligence or the submission of incorrect or incomplete information.
• You agree to promptly report and return any fiat currencies or virtual assets that are sent to you in error or if you receive multiple deposits from Busha.
• If you fail to return such funds, Busha reserves the right to pursue all legal means necessary to recover the funds from you. You agree to indemnify Busha for any expenses incurred in the recovery process if the recovery is not made voluntarily.

• In our AUP, you will find all restricted activities, which include the businesses, transactions, and jurisdictions that you are prohibited from engaging with. Where you are found in breach of this policy, we reserve the right to terminate your account without notice to you and shall proceed to implement other sanctions as stated in the AUP. We strongly advise you to read this AUP carefully to understand and not engage in any of the restricted activities or breach any of the terms.
• You agree to comply with all applicable export control laws and confirm that you are not listed on any government list of prohibited or restricted parties, nor are you located in (or a national of) a country subject to government restrictions.

• Busha reserves the right to grant access to its platforms for integration purposes where API integration is necessary for executing transactions or using Busha’s products and services.
• Subject to continuous compliance with the terms of this Agreement, Busha hereby grants you a limited, non-exclusive, non-transferable, revocable, and non-sublicensable licence, for the Term, to use the API integration interface and documentation solely as necessary to complete and maintain the integration, and to use the Busha Platform.
• You undertake to upgrade your Platform and perform any additional software integration work as may be necessary, including in response to any amendments to the API Information, to ensure that the Integration is maintained at all times.

• Once access is granted, you are restricted from:

  • Duplicating, reproducing, republishing, modifying, reverse engineering, decompiling, disassembling, creating other works from, disassembling, sharing, transmitting, distributing, or altering Busha’s system, whether directly or indirectly, use an anonymizing proxy, or use any robot, spider, automated device, or manual process to monitor or copy our websites, or unduly access our platforms without obtaining the prior written consent of Busha.
  • Introduce any viruses, trojans, worms, logic bombs, or other materials that are malicious or technologically harmful, impose large load on our websites, software, or systems (including networks and servers used to provide any of the Services) operated by us or on our behalf, nor engage in any denial-of-service attacks on our Website, App, or API, or assign your right of access to our platforms without prior written consent duly sought and obtained.
• You shall not use Busha’s platform accessed via API integration for purposes other than those for which access was granted.
• All data accessed during API integration must be kept confidential and protected, used, stored, or processed in accordance with applicable data protection laws.
• You shall not use the API for unlawful activities, such as the distribution of viruses, malware, and other harmful software.
• You undertake to follow Busha’s technical specifications, which may include reasonable rate limits on the volume of requests that can be made by the Client. You also agree not to exceed these limits and shall implement appropriate request throttling mechanisms to avoid overloading Busha’s infrastructure.
• Where Busha records a sudden spike in usage above the set limit, Busha reserves the right to temporarily suspend or throttle access to the API to protect its systems and maintain service quality for all users.
• Busha shall not be liable for any downtime, interruption, or data loss arising from the wrong implementation of the API, unlawful/unauthorised access, request overload, misuse, or other risk scenarios beyond its reasonable control. The Client acknowledges and accepts these operational risks and agrees to implement internal safeguards to minimize exposure.
• You acknowledge and agree that, to the fullest extent permitted by applicable law, Busha and its Affiliates shall not be held responsible or liable for any loss you may suffer, including any loss of fiat or crypto assets, arising from or in connection with any unauthorized access to or use of the Busha Platform.

• Subject to the terms of this Agreement, Busha grants you a limited, non-exclusive, non-transferable, and non-assignable license to use Busha's platforms solely for processing your virtual asset transactions.
• No other license, whether under patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, either express or implied, is granted.

• Each Party represents and warrants that it has implemented and currently maintains an Anti-Financial Crimes compliance program, including but not limited to the appointment of designated compliance personnel, board-approved Anti-Money Laundering, Combating the Financing of Terrorism, and Countering Proliferation Financing (AML/CFT/CPF) policies and other compliance requirements under Applicable Laws.
• You agree to submit to Busha a copy of your AML/CFT/CPF policy for review and documentation during your onboarding process. You shall also ensure that all funds used in transacting with Busha are not associated with any financial crime.
• Busha undertakes to carry out adequate Know-Your-Customer (KYC) verification processes on you, and you consent to be subjected to KYC verification processes and submit all required documentation promptly.
• Parties agree to carry out periodic AML/CFT/CPF training for its employees to increase awareness of financial crime regulations, prevention, and controls.

• Busha may set limits on transactions as permitted under applicable laws to prevent the use of its platforms for money laundering or other financial crimes.
• Where Busha detects that its product or services are being used by you for perpetuating any form of financial crime, Busha may consider such an act as a material breach of this agreement and terminate this agreement immediately.
• You undertake to inform Busha immediately when it comes to your knowledge that any form of fraudulent activity arises from the services provided under this agreement, stating all data of persons involved in the said fraudulent activities, measures taken to curtail the same, and the extent of damage, where applicable.
• The Parties agree to conduct adequate due diligence on all activities emanating from this agreement and continuously review their monitoring processes and fraud prevention, detection, and mitigation controls.

• Parties consent to comply with the Nigerian Data Protection Act (NDPA) 2023 and relevant data protection laws within the territories where this Agreement will be performed.
• The Parties shall ensure that all personal data shared or accessed in connection with this Agreement remains confidential. Such data shall not be processed, disclosed, communicated, or made accessible to any third party, nor used in violation of any applicable laws or for purposes other than those expressly intended under this Agreement.
• If any Party engages third-party processors to fulfill its obligations under this Agreement, it shall ensure that such processors are bound by confidentiality and data protection obligations similar to those outlined in this Agreement. Each Party will be responsible for any unlawful processing of personal data, including that of its third-party processors.

• Confidential Information such as communications between parties, correspondences, notices, corporate documents, policies, procedures, personal data, technical and business information, codes, and every other related data that is associated with the parties’ operations, shared between the Parties, whether or not marked 'confidential', shall be kept confidential by the Receiving Party at all times.
• Confidential information shall not be disclosed to any other person, except with the written consent of the disclosing party, for the fulfillment of legal obligation and as may be required to be disclosed to its affiliates, subsidiaries, parent company, employees, advisers, officers, representatives, or any other third party acting on its behalf on a "need-to-know" basis for implementing this Agreement.
• The Receiving Party and all third parties to whom it discloses the confidential information are obligated to protect the integrity of the confidential information at all times and handle the same with the reasonable standard of care mandated by the Nigerian Data Protection Act (NDPA) 2023.
• The confidentiality obligation shall not apply where the information was in the public domain at the time of receipt from the disclosing Party or in the receiving Party’s possession upon receipt from a third party with no confidentiality obligation.
• The parties acknowledge that disclosing Confidential Information may result in significant harm, for which damages alone may be an inadequate remedy. Therefore, in the event of a breach, the affected party is entitled to seek appropriate equitable relief and any other legal remedies available.

• All confidential information in either physical or electronic form in the custody, possession, or control of the receiving party must be returned to the disclosing party in the event of the termination of this Agreement within 7 (seven) days of receiving a written request from the disclosing party.
• Copies of the said confidential information may be retained by the receiving party where consent of the disclosing party has been sought and obtained, such consent not unreasonably withheld by the disclosing party, and where such retention is required by any applicable Law, rule, or regulation, or by order of a competent court. Where the copies are not retained for any of the reasons stated above, they are to be permanently destroyed, and a certificate of compliance shall be issued to the disclosing party accordingly.
• The Receiving Party agrees to continually treat such retained information with the same level of care as it would its confidential information and abide by all confidentiality and data protection laws.

• You represent and warrant that the funds used to transact with and on Busha platforms are sourced legitimately and that the account numbers or wallet addresses presented for settlement are correct and not subject to sanctions or legal restrictions.

• On entry into this Agreement, the Parties represent and warrant that:

  • Each Party has the capacity to enter into this Agreement, or has the authority to enter into this Agreement, in accordance with the laws of the jurisdiction of their domicile or incorporation;
  • The Parties understand and are prepared to accept the degree of risk involved by entering into Transactions under this Agreement and are willing and capable of assuming such risks.

  • The performance of any of the Parties’ obligations under this Agreement will not violate:

    • any law, regulation, decree, or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to it or any of its assets;
    • the terms of any material agreement to which you or any of your assets are subject.
  • This Agreement, and each transaction hereunder, constitute a legal, valid, and binding obligation(s) enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, or similar laws affecting creditors' rights generally and subject, to enforceability, to equitable principles of general application).
  • All information supplied by you in connection with this Agreement and each transaction is true, complete, and accurate in all respects.
  • Each Party represents and warrants that it has implemented and currently maintains an Anti-Financial Crimes compliance program, including but not limited to the appointment of designated compliance personnel, board-approved Anti-Money Laundering, Combating the Financing of Terrorism, and Countering Proliferation Financing (AML/CFT/CPF) policies and other compliance requirements under Applicable Laws.
  • Our services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or due to other causes beyond our control, but we will use reasonable efforts to provide advance notice in writing or by e-mail.

• By using our products and services, you acknowledge that they are provided on an "as is" and "as available" basis. To the extent permitted by law, we disclaim all warranties not expressly stated in this Agreement, whether express, implied, or by operation of law, including warranties of fitness for a particular purpose, merchantability, and non-infringement.
• While we strive to keep our Services accessible when you need them, we do not guarantee uninterrupted or error-free operation. The Services may be suspended, modified, withdrawn, or discontinued at any time without notice. We also do not warrant that the Services will be free from viruses or other harmful components. We are not responsible for any unavailability, interruptions, or issues you may experience, regardless of the cause or duration.
• You may encounter content provided by other users and third-party sources. You understand that neither Busha nor its affiliated companies are responsible for the accuracy, usefulness, reliability, or intellectual property rights of such user-generated content. Additionally, you acknowledge that some content provided by other users may be inaccurate, offensive, defamatory, indecent, or otherwise objectionable. You agree to waive, and hereby waive, any legal or equitable rights or remedies you may have against us and our affiliated companies with respect to such content.
• We and our affiliated companies do not endorse any user-provided content, nor do we endorse any opinions, recommendations, or advice expressed therein.

• All intellectual property rights such as trademarks, copyrights, patents, innovations, designs, inventions, products, developed processes, and procedures owned or developed by Busha before and during the subsistence of this agreement shall at all times and for all intent and purposes remain the property of Busha except where assigned or ownership is transferred to another party in writing.
• Consent of the intellectual property of Busha must be sought and obtained before use by you or your affiliates.  Hence, you are prohibited from duplicating, reproducing, republishing, modifying, reverse engineering, decompiling, creating other works from, disassembling, sharing, transmitting, or distributing material that forms part of the Intellectual Property Rights of Busha in any way, whether directly or indirectly, without obtaining the prior written consent of Busha.

Busha reserves the exclusive right to assess when a breach has taken place and to determine the appropriate sanctions or penalties for any violation of these terms and conditions. A breach of any of these terms may lead to one or more of the following consequences:

• Issuance of a warning notice to you.
• Termination of this agreement is immediate.
• Temporary suspension of any or all account activities.
• Closure of your account and permanent ban from using Busha’s products and services.
• Reporting your account to law enforcement agencies and sharing your data to facilitate investigations within the bounds of the law.
• Legal proceeding against you for reimbursement of all costs, liabilities, and damages on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

• We may limit activities and suspend or terminate your access to your Busha Account at any time with or without notice to you, depending on our reason(s) for such limitation, suspension, or termination. The following events may warrant a limit on account activities, suspension, or termination of access to your account:

  • Breach of our AUP and the entire agreement between you and us.
  • Suspected unauthorised or fraudulent use of your account or our Services.
  • Exposure to sanctioned entities, individuals, or jurisdictions.
  • Compliance with Court order or law enforcement request.
  • Failure to provide requested documentation or complete verification processes.

• You have the right to request the deletion of your Busha account. To do so, visit our account deletion notice.
• Before requesting that your account be deleted, ensure all transactions have been completed, claims/complaints resolved, and requests answered. Failure to do this may result in the inability to get recourse for claims or for requests to be answered.
• Once your account is deleted, this agreement will be terminated, and you will lose access to your account and all data associated with it.
• The deletion of your account in response to your request is subject to the fulfillment of all pending obligations, updating of your profile, and absence of any court order, law enforcement requests, or legal and regulatory obligation to keep your account.

• This Agreement will commence on the effective date of the first Order Form between the Parties and will remain in effect as long as any Order Form or  your Busha account is active unless terminated by either Party for convenience:

  • Upon fourteen (14) days prior written notice to the other party.
  • Upon fulfillment of the obligations of all parties to each other as stipulated in this agreement, at the expiration of the term of this agreement.
  • Where any of the parties become incapacitated or unable to fulfill their obligations under this agreement due to the withdrawal of operating license, approvals, permits, or certificates, adjudged bankrupt, imprisoned, wound-up,  among others.
• Either Party may immediately terminate this Agreement if there is a material breach that is not capable of being cured within ten (10) days from written notice of such breach. Otherwise, in case of a material breach that is capable of being cured, this Agreement shall automatically terminate without any further action or notice required if such breach has not been remedied upon expiration of such ten (10) day period.
• The termination or expiration of this Agreement shall not relieve either Party of any rights, obligations, or liabilities arising prior to such expiration or termination.
• Where this agreement is terminated, you are prohibited from using your account or accessing any of our products and services.
• Upon termination, you shall, within fourteen (14) days, fully discharge all outstanding obligations in fulfillment of the terms of this agreement.
• All license rights granted under this agreement shall immediately terminate upon the termination of this agreement, and you are required to stop using our products and services.

• As part of our legal obligations, we shall respond to law enforcement requests and comply with court orders or other legal processes (including garnishee or similar proceedings) affecting you without any recourse to you.
• We are not obligated to notify you, appeal on your behalf, or try to stop investigations into your account activities. However, where the law enforcement request, court order, applicable law, regulatory requirement, or other legal process does not dictate otherwise, we will attempt to notify you of these orders/investigations using the contact information you have provided to allow you to prepare your defense.
• In addition to responding and complying with the orders/requests for information, we may freeze your account and/or limit your account activities.

In the event of termination of this Agreement, the terms on confidentiality, indemnification, limitation of liability, intellectual property rights, dispute resolution, governing law, assignment of rights and obligations, and such other terms that ought to survive the termination of this Agreement by legal implication shall survive it.

• Either Party shall not be liable, whether based in contract or tort (including negligence), for incidental, consequential, special, punitive or indirect damages of any kind (including loss of revenue or profits, loss of business, loss of information or data, or other financial loss) arising out of or in connection with the sale and transfer of Virtual Assets hereunder;
• nor shall each Party be liable for any of the damages set forth above or for any other damage whatsoever, including, without limitation, direct damages, whether based in contract or tort (including negligence) or failure to comply with its representations or warranties.
• No liability shall be incurred against us more than one (1) year after the occurrence of the event giving rise to such liability. The liability limit outlined in this clause applies regardless of the number of claims.
• We shall not be liable for any loss occurring during routine maintenance of our platforms, provided we have given you prior notice of such maintenance.
• We will not be liable for the actions or omissions of any third party not acting on our instructions, nor for any actions or omissions that cannot be directly attributed to us.
• Should the breaching Party fail to perform its obligations hereunder, such Party’s aggregate liability for monetary damages shall be as determined by a Court of competent jurisdiction.
• Nothing in this Agreement shall operate to exclude or restrict the liability of the parties for death or personal injury where such liability cannot be lawfully excluded or limited.

• You agree to defend us and our Affiliates against any claim, demand, suit, or proceeding brought by a third party arising from your unlawful use of our platform or your violation of this Agreement or any Order Form. You will also indemnify us for any damages, attorney fees, and costs that are finally awarded against us as a result of such a claim
• Both Parties unconditionally and irrevocably indemnifies and holds each other (including its directors, agents, contractors and service providers, in whose favour this constitutes a third party stipulation capable of acceptance in writing at any time) harmless against all and any loss, liability, actions, suites, proceedings, costs, demands and damages of all and every kind, (including direct, indirect, special or consequential damages), and whether in an action based on contract, negligence or any other action, arising out of or in connection with any breach of this Agreement by the breaching Party, including (without limitation) the breach of any warranty given by such Party.
• In the event of a lawsuit, investigation, or claim, the Indemnifying Party will, at its sole discretion, cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Party from losses arising out of or resulting from any inaccuracy, misrepresentation or breach or non-fulfillment of any covenant or agreement by the Indemnifying Party in connection with:
• any and all claims, liabilities, losses or damages related solely and exclusively to statements prepared by, or made by, the Indemnified Party that were either approved in advance by the Indemnifying Party or entirely based on information provided by the Indemnifying Party to the Indemnified Party expressly for use in connection with the services under this Agreement, and
• All claims, actions, suits, proceedings, demands, assessments, judgments, costs, and expenses, including, without limitation, any legal fees and expenses, incident to any of the foregoing, except in case of the Indemnified Party’s gross negligence, bad faith, or willful misconduct with respect thereto.

You warrant that you have no conflict of interest, business, professional, personal,  or other interests that would conflict in any way or manner with the performance of your obligations under this Agreement.

This Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, interpreted, and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the Nigerian Courts.

• If any difference or dispute between any of the Parties shall arise at any time, the Parties involved shall, acting reasonably and in good faith, use their best efforts to resolve the same as soon as possible in an amicable manner.
• Any grievances that cannot be settled amicably within fifteen (15) days from the date of notification by the aggrieved Party shall be referred to Arbitration at the Lagos Multi-Door Courthouse in accordance with the Arbitration and Mediation Act and under the Lagos Multi-Door Courthouse Procedure Rules 2007 or any statutory modification or re-enactment thereof for the time being in force.
• The Arbitration shall be virtual, and the language of the Arbitration proceeding shall be English.
• The Parties agree that the outcome of the Arbitration shall be registered as a consent judgment at any court of competent jurisdiction in Nigeria.
• Where the Parties fail to resolve the dispute by negotiation or Arbitration, the aggrieved Party may resort to a competent court of the Federal Republic of Nigeria as a last resort for the resolution of the dispute.
• Nothing in this Agreement shall prevent or delay a Party from seeking injunctive or interlocutory relief in a court of competent jurisdiction within Nigeria.

• Parties agree not to hold each other liable for any partial or non-performance of their obligations under this Agreement due to circumstances beyond their control (force majeure events).
• The party unable to perform shall immediately notify the other party in writing detailing the nature, impact, and possible timeline for commencement of obligations and shall take all reasonable steps to resume full performance.
• If the period of incapacity exceeds one month, either party may terminate this Agreement.

In the event of termination of this Agreement, the terms on confidentiality, indemnification, limitation of liability, intellectual property rights, dispute resolution, governing law, assignment of rights and obligations, and such other terms that ought to survive the termination of this Agreement by legal implication shall survive it.

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Each Party shall be responsible for any fees, costs, and expenses it incurs in connection with the negotiation, preparation, and execution of this Agreement.

No modification, addition, amendment, consolidation, or supplementation of this Agreement shall be valid unless in writing, agreed upon, and duly signed by both parties.

Busha reserves the right to update this agreement from time to time with or without notice to you as regulations or operational requirements evolve.  The date of the last update will be indicated at the top of this document, and you may be notified of changes via email or push notifications on our website and mobile app before the changes take effect. Once posted, they become legally binding on you; hence, you are advised to frequently check this page for any updates to this agreement.

You acknowledge that you have been given the opportunity to obtain independent legal advice regarding this Agreement and confirm that you are entering into this Agreement voluntarily, without coercion, duress, or undue influence. You agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement.

If you have any questions or complaints about this agreement, please contact us via compliance@busha.co