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Terms & Policies

Every agreement that governs the use of Avvica, in one place. Use the index to jump to any document or section.

Last updated 21 June 2026

Privacy & Cookie Policy

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. “You” means the user. Effective date: 1 June 2026. This policy explains how the Company processes personal data of Sellers, Agents, Buyers and visitors, and how it uses cookies and similar technologies, consistent with the Nigeria Data Protection Act 2023 (“NDPA”).

1. Definitions

1.1Personal data means information relating to an identified or identifiable individual. Usage data means information generated automatically by use of the Platform (e.g. device, log and analytics data). Data controller means the party that determines why and how personal data is processed — for this policy, the Company. Data processor means a service provider that processes data on the Company’s behalf. Cookies are small files or identifiers stored on your device.

2. Who we are (Data Controller)

2.1The data controller is Avvica Limited, hello@avvica.com. Data protection contact: [DPO / privacy email].

3. What we collect

3.1Identity & contact: name, email, phone, address; for Sellers, business registration (CAC/RC) details; identity verification data (e.g. NIN/BVN) as required for KYC.
3.2Transactional: deals, listings, commissions, payments, payout/bank details, and Buyer contact captured at the point of sale (name, phone and email) for the invoice, confirmation and review.
3.3Usage & device: log data, device/browser, and cookies and similar technologies (see Section 6).
3.4Communications & evidence: messages, dispute submissions, fulfilment evidence.

4. How and why we use it (lawful bases)

4.1We process data to: provide and operate the Platform (contract); verify identity and prevent fraud/AML (legal obligation and legitimate interests); process payments and taxes (contract/legal obligation); communicate with you; improve the service; and, with your consent, send marketing. We rely on the lawful bases recognised by the NDPA. The table below maps each main purpose to the data used and the lawful basis we rely on.
Why we process it (purpose)Data usedNDPA lawful basis
Register you and create your accountIdentity & contact detailsContract
Verify identity and business registration (KYC/KYB)NIN/BVN, CAC/RC, ID documentsLegal obligation; legitimate interests (fraud prevention)
Vet and decide accessIdentity, business, suitability dataContract; legitimate interests (trust & safety)
Operate deals, attribution & the marketplaceDeal, listing, attribution, activity dataContract
Process payments, settlement & installmentsPayment, payout/bank details, transaction dataContract; legal obligation
Apply, withhold and remit taxes (VAT/WHT)Transaction & billing dataLegal obligation
Name-matched settlement checksBank-account name vs verified nameLegal obligation; legitimate interests (fraud prevention)
Confirm fulfilment & handle disputesMessages, evidence, transaction dataContract; legitimate interests (resolving disputes)
Send service & transactional messagesContact detailsContract
Send marketing (where you opt in)Contact details, preferencesConsent
Detect fraud, abuse & secure the PlatformIdentity, device/log, activity dataLegal obligation; legitimate interests (security)
Comply with AML/CFT obligationsIdentity, transaction, KYC dataLegal obligation
Improve and personalise the serviceUsage, device, activity dataLegitimate interests (improving the service)
Respond to your data-rights requestsContact + data in your requestLegal obligation
Respond to legal/law-enforcement requestsWhatever is lawfully requiredLegal obligation

5. Sharing & processors

5.1We share data with service providers who process it on our behalf under data-processing agreements. These currently include: our database and authentication host (Supabase), our payment service provider (Paystack), our email provider (Resend), our push-notification provider, and — where enabled — SMS/WhatsApp messaging providers. We may also use identity/KYC verification providers, analytics providers (see Section 5), and hosting/infrastructure providers. We may share data where required by law or to protect rights. We do not sell personal data.
5.2Cross-border transfers. Some of these providers process or store data outside Nigeria. Where data is transferred outside Nigeria, we use the transfer mechanisms permitted by the NDPA and its General Application and Implementation Directive (GAID) — relying on the destination’s adequacy status, contractual data-protection terms, or your informed consent where required — so that your data remains adequately protected. Details of the basis for a particular transfer are available on request.
5.3Business transactions. If the Company is involved in a merger, acquisition or sale of assets, personal data may be transferred as part of that transaction; we will give notice before your data becomes subject to a different privacy policy.
5.4Law-enforcement & legal. We may disclose personal data where we believe in good faith it is necessary to comply with a legal obligation, respond to a valid request by a public authority, protect the Company’s rights or property, investigate possible wrongdoing, or protect the safety of users or the public.

6. Cookies, tracking & analytics

6.1What they are. Cookies and similar technologies are small files or identifiers stored on your device that help the Platform function, remember your preferences, keep you signed in, and understand usage.
6.2How we use them. Essential (sign-in, security, core functionality — cannot be switched off); preferences (your settings); analytics (understanding usage to improve the Platform); and, only with consent, marketing.
6.3Analytics & third parties. Where we use third-party analytics or advertising tools, we will identify them here and provide their opt-out links. [List any analytics/advertising providers actually used — e.g. analytics, product messaging — and their opt-outs. None are listed until deployed.]
6.4Your choices. You can control non-essential cookies through our consent tool and your browser settings. Disabling some cookies may affect functionality.
6.5“Do Not Track”. Some browsers send a “Do Not Track” signal. The Platform does not currently respond to “Do Not Track” signals; you can still control tracking through the cookie controls and browser settings described above.

7. Retention

7.1We keep personal data only as long as necessary for the purposes above and to meet legal, tax and regulatory obligations, after which it is deleted or anonymised. Specific periods are set out in our internal Data Retention Policy.

8. Your rights

8.1Your NDPA rights. Subject to the NDPA, you may request access, correction, deletion, restriction or portability of your data, object to certain processing, and withdraw consent. To exercise these rights contact our data protection contact. You may also complain to the Nigeria Data Protection Commission (NDPC).
8.2Identity verification. To protect your data, we may ask you to verify your identity before we act on a rights request.
8.3Response time. We aim to respond to a valid rights request within 30 days. We may decline requests that are unfounded, excessive or repetitive, and will explain our reasons where we do.
8.4Raising a grievance (SNAG). If you believe your data-protection rights have been breached, you may submit a Standard Notice to Address Grievance (SNAG) — the template at Schedule 9 of the GAID on the NDPC’s website — to our data protection contact for internal resolution, either yourself or through someone acting for you. If a grievance is not resolved, the Nigeria Data Protection Commission (NDPC) may investigate.

9. Data breaches

9.1Our response. We maintain procedures to detect, manage and report personal-data breaches. Where a breach is likely to affect your rights and freedoms, we will notify the Nigeria Data Protection Commission (NDPC) within 72 hours of becoming aware of it, and will notify affected individuals without undue delay.
9.2What the notice covers. A breach notice will describe the nature of the breach and the categories of data involved, the likely consequences, and the measures taken or proposed to address it and mitigate its effects. Please report any suspected breach or compromised credentials to our data protection contact promptly.

10. Security

10.1We apply technical and organisational measures to protect personal data (encryption in transit and at rest, access controls, audit logging). No system is perfectly secure; we will notify you and the NDPC of qualifying breaches as required.

Acceptable Use Policy

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. This policy is incorporated into the Terms of Service and applies to all users.

1. Purpose

1.1This policy sets out conduct that is not permitted on the Platform. It applies to all users and supplements the Terms of Service. Breach may lead to suspension, removal, forfeiture of commission, and where appropriate referral to authorities.

2. Prohibited conduct

2.1Circumvention. Taking an introduced deal off-platform, soliciting another user to transact off-platform to avoid fees or attribution, or creating sham Sellers/Buyers or self-introductions to manufacture commission or introducer earnings.
2.2Cash collection. Agents collecting Buyer funds directly or outside the Platform’s payment-handling layer.
2.3Fraud & misrepresentation. Fake deals, fabricated buyers, false attribution, fake reviews, or misrepresenting identity, offers or the Company.
2.4MLM / pyramid behaviour. Presenting the Platform (or the Introducer programme) as a multi-level or recruit-to-earn scheme, promising income from recruiting other users or Introducers, or running any downline/upline structure.
2.5Abuse & security. Harassment, discrimination, scraping, hacking, malware, or interfering with the Platform.
2.6Data misuse. Using another user’s personal data for anything other than the legitimate deal it relates to.

3. Prohibited & restricted goods and services

3.1You may not list, offer, or transact the following through the Platform. This list is a guide, not exhaustive; where a category is regulated, it is permitted only if the Seller holds the necessary licences and the Company has enabled it.
3.2Illegal goods or services of any kind, and anything whose sale breaches Nigerian law.
3.3Weapons, firearms, ammunition, explosives, and related parts (except lawful, licensed categories the Company expressly enables).
3.4Controlled drugs, narcotics, and drug paraphernalia; unapproved or prescription-only medicines and unlicensed health products.
3.5Counterfeit, pirated, or stolen goods, and items that infringe another party’s intellectual property.
3.6Currency (physical or crypto), securities, and publicly-traded or regulated financial or investment products; unlicensed financial, lending, or insurance services.
3.7Goods, services, parties or destinations subject to sanctions or embargoes, and dealings with sanctioned persons or organisations.
3.8Hazardous, radioactive, or dangerous materials; chemical, biological, or nuclear-related items.
3.9Endangered or protected animal or plant species and products made from them.
3.10Human remains, organs, or trafficked goods or persons.
3.11Sexually explicit, obscene, or other content that is unlawful or that the Company prohibits.
3.12Licences are your responsibility. Where a category requires a licence, permit, or regulatory clearance, you are responsible for holding it and must provide proof on request. The Company may refuse, pause, or remove any listing at its discretion.

4. Intellectual property & takedown

4.1Respect others’ rights. You must not post content (including product images, descriptions, logos or media) that infringes another party’s copyright, trademark, or other intellectual-property rights, or misappropriates their content.
4.2Reporting infringement. If you own (or are authorised to act for the owner of) intellectual property you believe is infringed on the Platform, send a notice to ip@avvica.com / legal@avvica.com including:
4.3identification of the work or right you say is infringed;
4.4identification of the infringing material and where it appears on the Platform (e.g. the listing or URL);
4.5your contact details;
4.6a statement that you believe in good faith the use is not authorised by the owner, its agent, or the law; and
4.7a statement that the information in your notice is accurate and that you are authorised to act for the rights-holder.
4.8Our action. The Company will review valid notices and may remove or disable the material, notify the user who posted it, and take action against repeat infringers (including removal). The Company may request further information and may reinstate material where a valid counter-explanation is provided.

5. Reporting & enforcement

5.1Report violations to [trust & safety email]. The Company may investigate, request information, hold funds pending a dispute, and take graduated action up to permanent removal. Decisions aim to be fair and proportionate.

6. Changes

6.1This policy may be updated; continued use after changes constitutes acceptance.

Dispute Resolution Policy

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. This policy is incorporated into the Terms of Service.

1. Scope

1.1What this covers. This policy covers disputes about fulfilment, attribution, commission, refunds and conduct between Sellers, Agents and Buyers, where the Platform acts as a neutral facilitator. It does not make the Company a party to the underlying sale.

2. Funds during a dispute

2.1Funds stay held. Where a dispute concerns a deal whose funds are held with the licensed payment provider, those funds remain held (not released to any party) until the dispute is resolved or the holding rules require an outcome.
2.2Buyer protection priority. Buyer protection takes priority: a Buyer who did not receive what they paid for is entitled to a refund, as set out in the Payments, Funds-Handling & Buyer Protection terms.
2.3Introduction deals. On an introduction/contract deal the Platform holds the Buyer’s staged payments, so a dispute is resolved stage by stage against the seller-confirmed locked-in terms, with the held funds for the affected stage released, partially released, or refunded accordingly. Only where a contract exceptionally settled off the Platform are there no held funds, in which case the dispute is resolved on the locked terms, the disclosure record and the evidence.

3. How to raise a dispute

3.1Raising it. Raise a dispute in-product (or via the support contact) within the stated window, with relevant evidence — for example fulfilment records, messages, payment references, or contract documents. The other party is given an opportunity to respond.

4. How decisions are made

4.1Review. The Company reviews the evidence and the Platform’s rules (lead-lock and confirmation logic, fulfilment evidence, payer-of-record checks, and any confirmation calls to Buyer and Seller). Decisions aim to be neutral, consistent and proportionate. On payment-plan deals the Company can adjudicate and release or force-release individual parts; on introduction/contract deals it resolves matters stage by stage against the seller-confirmed, locked-in terms recorded in the audit trail at the point of introduction.
4.2Possible outcomes. A dispute on a payment-protected deal resolves to one of the following, and the funds follow that outcome:
4.3Fulfilled — the order is treated as delivered; held funds are released, with the Seller’s net proceeds and the Agent’s commission paid as normal.
4.4Partial — the order is partly fulfilled; funds are split in the proportion determined to be fulfilled, with the balance refunded to the Buyer and commission adjusted accordingly.
4.5Refunded — the order is treated as not fulfilled; the Buyer is refunded in full, the Seller receives nothing for that deal, and no commission is earned.
4.6Attribution outcomes. Where the dispute is about attribution rather than fulfilment, the Company determines which Agent (if any) is credited, applying the lead-lock rules; the corresponding commission follows that determination.

5. Escalation & governing law

5.1Internal first. The Company’s decision is the first stage. If a user is dissatisfied with the outcome, the dispute may be escalated.
5.2Escalation forum. Escalation is to arbitration seated in Lagos under the Arbitration and Mediation Act 2023, under the laws of the Federal Republic of Nigeria. Nothing here removes any non-waivable statutory right, including under the Federal Competition and Consumer Protection Act.

Seller Terms

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. “You” means the Seller agreeing to this document. These Seller Terms supplement the Terms of Service and apply when you act as a Seller. If you also act as an Agent or Introducer, those separate agreements govern those roles. You accept these terms electronically (clickwrap) as described in, and on the same binding basis as, the Terms of Service (Evidence Act 2011).

1. Becoming a Seller

1.1Genuine business. You must be a genuine business able to supply the products/services you list. You agree to verification of your business registration and identity, and to the vetting process. Listing is at the Company’s discretion and may exclude regulated categories pending the necessary licences.
1.2Onboarding fee. Listing involves a one-time onboarding fee of [₦100,000] (waivable at the Company’s discretion), charged after your application passes initial review and you are invited to onboard. It covers the screening, verification and setup that get your business verified and live, is disclosed before payment, and is non-refundable. There is no ongoing fee to sell on the Free plan.

2. Listings & fulfilment

2.1Your responsibility. You are solely responsible for the accuracy of your listings — including the structured specifications and, for property offers, the amenities you add, which are your representations about the offer, are shown to Agents, and are printed on the Buyer’s invoice — as well as the legality and quality of what you sell, and fulfilling sales to Buyers. You may also set a minimum deal size for an offer; how you set your commission is described in clause 2.2.
2.2You set your commission. You decide the commission you offer on each deal. You may set it as a fixed amount (per offer or per contract) or as a percentage — of the sale price, or, for introduction/contract deals, of the contract award price. The commission you set is what an Agent earns on a closed, fulfilled sale, and the Company’s platform take is applied to that commission. Avvica sets a minimum commission for each deal so that vetted Agents have enough incentive to take it on; you must offer at least that minimum for your deal to qualify, and the applicable minimum is shown on the Platform.
2.3Fulfilment & evidence. You must fulfil confirmed sales promptly and provide evidence of fulfilment when requested (for example a signed delivery note or dated handover record), which the Company may use to confirm release of funds.
2.4Stock & availability. Where a deal carries limited stock, it may auto-pause when stock reaches zero; you are responsible for keeping availability accurate.

3. Commission, fees, tax & how you get paid

3.1Commission on a sale. When a sale closes, you owe the agreed commission on that sale. Buyer funds are received through the Platform’s payment-handling layer with the licensed provider and held until confirmation; on confirmation the Company deducts the commission (from which it takes its platform take) and your net proceeds are settled to you.
3.2Name-matched settlement. Your proceeds are settled only to a bank account in your verified business name. The Company does not pay proceeds to a mismatched or third-party account.
3.3Installments. You may offer an offer’s price as a scheduled series of part-payments. Each part has its own due date, and each part releases to you once both you and the Buyer confirm that part — so you are paid across the plan rather than only at the end, and the Buyer stays protected part by part. Each released part is split at source — your net proceeds, the Agent’s commission and the Company’s take — with the same tax treatment as a single-payment deal applied in proportion to that part. The deal closes and pays out in full only when the final part releases.
3.4Platform-sourced (agentless) deals. Some Buyers come to the Platform without an Agent. The Company routes these Platform-sourced leads to Pro Sellers by sector, as a benefit of the Pro subscription. On such a deal there is no Agent leg, but you pay the same commission, which the Company retains as origination. Holding, release and refund work the same way.
3.5VAT. VAT of [7.5%] is charged on the commission and added on top, and is borne by you (the Seller); it is accounted for within the flow and remitted by the Company to the tax authority. Rates may change with law.
3.6Withholding tax on commission. The commission you agree is a gross figure. As the statutory withholding agent on that commission, you are responsible for the Withholding Tax (WHT) due on it. Because the Platform collects the full amount from the Buyer, it deducts the WHT due on the commission and routes that amount into your settlement — so the Agent and the Company are paid their shares net of WHT, and you receive the WHT to remit to the tax authority (NRS). Because the commission supports both the Agent’s earnings and the Company’s platform take, you issue WHT credit notes in proportion to each party’s share — to the Agent for the WHT on the Agent’s commission, and to the Company for the WHT on the Company’s platform take. After each completed transaction the Company provides you, in-app and/or by notification, with a breakdown of the WHT allocated between the Agent and the Company, so you can issue the correct credit notes. This is separate from VAT, which is charged on the commission and added on top (see the VAT clause above). Rate: [5%] — confirm the rate, base and your obligations with your accountant.

4. Non-fulfilment & refunds

4.1Refund on non-fulfilment. If you fail to fulfil a confirmed sale, the Company may refund the Buyer in full from the funds held with the licensed provider, without requiring your further permission, and the Agent earns no commission on that deal. Repeated non-fulfilment may lead to suspension or removal.

5. Deal types: fixed & introduction

5.1Two kinds of deal. (a) Fixed-price — a set price and commission. (b) Introduction — the Agent introduces you to a contract source or Buyer; the Agent declares the value and the staged payment terms, you confirm the locked-in terms, and the Buyer then pays each stage into the deal’s account, held and released on confirmation (see Introduction mechanics below).
5.2Introduction mechanics & lock-in. For an introduction deal, once you contract with the Buyer the Agent locks in the agreed contract value and the payment due at each stage of the contract, and you must confirm those exact terms before the Company generates the Buyer’s invoice and payment account. Your lock-in and your confirmation (or decline) are timestamped in the audit log, creating a record that you agreed the terms before any invoice issued. The Buyer then pays each agreed stage into the deal’s dedicated account, and each stage is held and released to you on confirmation — so an introduction/contract deal is payment-protected in the same way as a fixed-price deal, stage by stage. Settling a contract off the Platform is not something you may elect on your own: it is allowed only where the Company sanctions it in advance (which it may do where reasonable), and only against your written undertaking to indemnify the Company and the Agent for any commission, loss or cost arising from settling outside the Platform. Where it is sanctioned, you must still declare the awarded amount, disclose the final contract documents under clause 6.2 (including any bank guarantee or advance-payment terms), and pay the commission on success through the Platform within the stated window of award/advance; the Agent may accept or dispute the declared amount, and non-disclosure weighs against you in any dispute. Otherwise the deal is invoiced and paid through the Platform’s dedicated account under clause 6.3.

6. Non-circumvention & confidentiality

6.1No circumvention. Where an Agent introduces you to a buyer, employer, contract or opportunity through the Platform, you agree not to circumvent the Platform or the Agent to avoid commission — whether by transacting off-platform, routing the deal through a third party, delaying or restructuring it, or dealing directly with an introduced party on this or substantially related opportunities — for the period stated in the Terms of Service. Commission remains payable on introduced business that converts, however structured.
6.2Disclose the contract terms. For any introduction or contract deal, you must disclose to the Agent and to the Company the full terms of your contract with the Buyer — the agreed value, what is to be delivered, and the payment stages and schedule — so the Agent can lock them in and the Company can generate the invoice and the deal’s payment account. You must keep that disclosure accurate and update it if the terms change. Withholding, understating or misstating the contract terms is a breach of these Terms and weighs against you in any dispute.
6.3Use the Platform’s payment account. The payment account named in your contract with the Buyer for a deal must be the dedicated account shown on the invoice generated for the Buyer through the Platform for that deal (from the Agent’s locked-in terms). You must not substitute your own or any third-party account, name a different account in the contract, or direct the Buyer to pay by any other means. Payments taken outside that dedicated account are a circumvention of the Platform (see clause 6.1), are not payment-protected, and may lead to suspension and recovery of unpaid commission; commission remains payable on them.
6.4Confidentiality. You must keep confidential the information, contacts and opportunities made available through the Platform, and use them only for the deal to which they relate. Breach of these non-circumvention or confidentiality obligations is a material breach and may result in suspension, recovery of unpaid commission, and other remedies available at law.

7. Brand, agents & conduct

7.1Brand name vs legal name. You may set an optional short brand or trading name shown to Agents in the marketplace. This is display only: your verified legal business name is unchanged and remains the name used for the contract, as the invoice issuer, and for bank-name-matched settlement — the Company only settles to an account in your registered legal name. Your brand or trading name must not mislead, impersonate another business, or infringe a third party’s marks (passing-off); the Company may require you to change it.
7.2Independent agents. Agents are independent and non-exclusive; you do not employ them by virtue of the Platform unless separately agreed. You authorise vetted Agents to represent your offers within the limits you set.

8. Pro plan

8.1Free & Pro. Selling on the Free plan carries no ongoing fee. Pro is an optional paid subscription — billed annually and auto-renewing, with your payment method kept on file and charged through the licensed payment provider, and each cycle invoiced. Pro unlocks priority placement, Platform-sourced leads, and analytics. You may cancel at any time, effective at the end of the current billing cycle; fees already paid are not refunded, and your Pro access (including Platform-sourced leads) continues until the cycle ends. Current prices are shown in-product.

9. Suspension, termination & data

9.1Suspension & exit. The Company may suspend or remove your deals or account for breach, non-fulfilment, fraud or legal reasons. On exit, in-flight deals are honoured and your data is handled per the Privacy & Cookie Policy.

Agent Terms

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. “You” means the Agent agreeing to this document. These Agent Terms supplement the Terms of Service and apply when you act as an Agent. If you also act as a Seller or Introducer, those separate agreements govern those roles. You accept these terms electronically (clickwrap) as described in, and on the same binding basis as, the Terms of Service (Evidence Act 2011).

1. Becoming an Agent

1.1Join & vetting. You join by application and verification of your identity. There is no fee for Agents to join. Access is at the Company’s discretion and subject to vetting and ongoing conduct standards.
1.2If you are also a Seller or Introducer. You may hold other roles under their own agreements. Your rights and obligations as an Agent are distinct and are not expanded or limited by another role you hold.

2. How you earn

2.1Attribution by account. You introduce a Buyer by registering them and generating the deal’s dedicated payment account; a payment into that account attributes the resulting sale to you. You earn the agreed commission only when the sale is completed, paid and confirmed. Commission is single-level and based solely on your own closed sales.
2.2Non-exclusive. You are non-exclusive and may work with multiple Sellers. The Company does not guarantee any volume of leads, sales or income.
2.3Platform take. The Company earns its platform take out of the gross commission on a sale: when a sale is confirmed, the Company deducts its take from that gross commission and you receive the balance — your commission net of the take. (Tax is handled separately: see “Withholding tax” below.) The platform take currently does not exceed 10% of the gross commission on a sale. The Company may change this rate on notice, and the rate applicable to a deal is as shown on the Platform.
2.4Platform-sourced (agentless) deals. Some Buyers are sourced by the Platform rather than by an Agent. Those deals are agentless and earn you no commission; you earn only on Buyers you personally introduce and lock.
2.5Introduction deals. Where you introduce a contract source or Buyer and the Seller contracts with them, your commission terms and attribution are locked on the Platform at the point of introduction, and the value and staged payment terms are locked in for the Seller to confirm. The Buyer pays each agreed stage into the deal’s account, held and released on confirmation, so your commission on each stage is payment-protected. Where a contract exceptionally settles off the Platform, the Seller must declare the awarded amount and disclose the final contract documents, and you may accept or dispute the declared amount.

3. Money rules

3.1Never collect Buyer funds. You must never collect Buyer payments in cash or outside the Platform. All Buyer funds flow through the Platform’s payment-handling layer with the licensed provider. Collecting funds directly, or diverting a deal off-platform, is a serious breach and may result in immediate removal and forfeiture of commission.
3.2Name-matched payout. Your commission is paid only to a bank account matching your verified identity. The Company does not pay commission to a mismatched or third-party account.
3.3Withholding tax (handled by the Seller). The Seller — not the Company — is the withholding agent on your commission. Because the Platform collects the full amount from the Buyer, the WHT due on your commission is deducted at settlement and routed to the Seller to remit. You therefore receive your commission net of that WHT, and you are entitled to a WHT credit note from the Seller for the WHT on your share of the commission (the Company separately receives the credit note for the WHT on its platform take). You remain responsible for your own income tax. Rate: [5%] — confirm with your accountant.

4. Attribution & disputes

4.1Confirmation rules. Attribution follows the Platform’s lead-lock and confirmation rules. You cannot self-confirm fulfilment; release of funds depends on Seller confirmation or evidenced Buyer satisfaction.
4.2Disputes. Attribution or commission disputes are handled under the Dispute Resolution Policy, and funds follow the dispute outcome.

5. Conduct

5.1Standards. You must represent Sellers’ offers honestly, comply with the Acceptable Use Policy, protect confidential information, and not misrepresent yourself, the Company, or any offer.
5.2Independent capacity. You act as an independent party, not an employee or agent-in-law of the Company, and have no authority to bind the Company or a Seller beyond representing offers within the limits set.

6. Suspension & termination

6.1Exit. The Company may suspend or remove you for breach, fraud or conduct reasons. In-flight, properly attributed leads are honoured on exit per the Platform rules; Platform materials and any badge are revoked. Your data is handled per the Privacy & Cookie Policy.

Introducer (Facilitator) Agreement

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. “Introducer” (or “Facilitator”) means the person accepting this Agreement who introduces Sellers to the Platform. “You” means that Introducer.

This Agreement supplements the Terms of Service and applies when you act as an Introducer; you are bound when you accept under those Terms. It governs only the introduction revenue-share. If you are also an Agent or a Seller, those separate agreements continue to govern those roles.

1. What this programme is — and is not

1.1The programme. If you introduce a business that the Company approves as a Seller and that goes on to trade on the Platform, the Company will pay you a share of the Company’s own platform take (the Company’s revenue) earned on that Seller’s completed deals, for an agreed term and at an agreed rate, on the terms below.
1.2It is a share of the Company’s revenue — not the Seller’s money. The introduction share is paid by the Company out of the Company’s own platform take. It is not a charge to the Seller, not a deduction from the Seller’s proceeds, and not a fee added to any buyer. The Seller pays nothing for being introduced.
1.3Not an investment or security. You do not pay the Company anything to participate and you do not contribute capital. You earn only from the Company’s revenue on real, completed trade by a Seller you personally introduced. Nothing here is an offer of securities, a collective-investment or pooled scheme, or a promise of profit from the efforts of others.
1.4Not multi-level marketing. You are paid solely for introducing genuine Sellers who pass vetting and trade. You are not paid for recruiting other Introducers, you earn nothing from anyone else’s introductions, and there are no downlines, uplines, tiers, or recruitment chains of any kind.
1.5No guarantee. The Company does not promise that any introduced business will be approved, will trade, or will generate any particular income for you. You may earn nothing.

2. How you introduce a Seller (attribution)

2.1Branded invite. You introduce a Seller by sending them your unique, Company-branded invite link. A Seller is attributed to you when they apply through your link and are approved.
2.2Manual attribution. If a Seller you genuinely introduced applies directly rather than through your link, the Company may attribute them to you manually where the invite (or other evidence) reasonably establishes that you made the introduction. The Company’s reasonable determination of attribution is final.
2.3One Introducer per Seller. Each Seller can be attributed to only one Introducer. The Company resolves competing claims on the evidence.
2.4Genuine introductions only. You must invite only real businesses you have a genuine basis to introduce, with their knowledge. No spam, no mass unsolicited invites, no inviting businesses you do not know to be genuine.

3. What you earn (the share)

3.1Rate. Unless a different rate is agreed for a particular Seller, your share is 10% of the Company’s platform take actually earned and retained by the Company on that Seller’s completed, fulfilled deals. The Company sets the rate per agreement and the applicable rate for each attributed Seller is shown to you in-app.
3.2Term. Your share runs for 3 years from the date the attributed Seller starts on the Platform, unless a different term (which may be shorter, longer, or open-ended) is agreed for that Seller. The applicable term is shown to you in-app. When the term ends, accrual stops; deals completed after term-end do not earn.
3.3Accrual. Your share accrues deal-by-deal as the Company actually earns and retains its platform take on the attributed Seller’s completed deals. It does not accrue on deals that are refunded, reversed, charged back, cancelled, or unfulfilled, and the Company may net off any such reversal against amounts owing to you.
3.4Only quality, trading Sellers earn. You earn nothing from a business that fails vetting, never trades, or whose deals do not complete. There is no payment merely for an introduction.
3.5You see only your own share. The Company will show you the share attributable to you. The Company’s underlying platform-take figures, Seller economics, and other commercially sensitive data are confidential and are not disclosed to you.

4. Payment

4.1Cadence. Accrued shares are paid periodically to your verified bank account, subject to any minimum-payout threshold set by the Company oand to the deductions in Section 5.
4.2Verified account in your name. The Company settles only to a bank account verified as belonging to you (or your registered business). You are responsible for keeping your payout and tax details accurate.
4.3Via the licensed processor. Payouts are executed through the Company’s licensed payment processor. The Company does not hold your money on deposit; amounts are paid out in the ordinary course on the stated cadence.

5. Tax

5.1Withholding. The Company will withhold and remit Withholding Tax (WHT) and any other taxes from your payouts where the law requires, and you consent to this withholding. Net amounts are paid to you.
5.2Your own taxes. You are responsible for your own income tax and any other taxes on what you earn under this Agreement. You are not an employee of the Company and receive no salary, benefits, or employment entitlements.

6. Standards & conduct

6.1No misrepresentation. You must not make false or misleading claims about the Company, the Platform, earnings, or any Seller to induce an introduction.
6.2No gaming or self-dealing. You must not introduce yourself, businesses you control, or connected businesses to earn a share on your own trade; you must not create fake or sham Sellers, split or manufacture introductions, or otherwise game attribution.
6.3Anti-recruitment. You must not present the programme to anyone as an opportunity to earn by recruiting other Introducers, or as an investment or guaranteed-income scheme. It is an introduction revenue-share only.
6.4Compliance. You must comply with all applicable laws in how you find and introduce Sellers, including data-protection and anti-spam rules.

7. The Company’s rights

7.1Setting terms. The Company sets the rate and term per agreement and may decline to attribute, may end a particular attribution, or may adjust a Seller’s programme terms prospectively, on reasonable notice, without affecting shares already accrued.
7.2Suspension for misuse. The Company may pause or terminate your participation, and withhold or reverse shares, for breach of Section 2 or 6, fraud, gaming, or other misuse — subject to a fair process.
7.3Changes to the programme. The Company may change or withdraw the programme on reasonable notice. Shares already accrued under an existing attribution are honoured on their agreed terms.

8. If you are also an Agent or Seller

8.1Stacking. If you are an Agent who has enrolled as an Introducer, you earn the introduction share in addition to your agent commission; the two are separate and governed by their separate agreements.
8.2No conflation of roles. Your rights and obligations as Introducer are distinct from any rights or obligations you hold as an Agent or Seller. Acting in one role does not expand or limit another.

9. Term, termination & survival

9.1Duration. This Agreement governs your participation until ended by you or the Company. Ending participation stops new attributions; shares already accruing under existing attributions continue for their agreed term unless terminated for cause under Section 7.2.
9.2Effect of termination for cause. On termination for fraud, gaming, or serious breach, accrual may stop and unpaid shares tainted by the misconduct may be withheld.
9.3Survival. Sections on tax, confidentiality, characterisation (Section 1), and dispute resolution survive termination.

10. Confidentiality & data

10.1Confidentiality. Platform economics, the Company’s platform-take figures, Seller lists, and programme data are confidential; you must not disclose or misuse them.
10.2Data protection. Personal data you handle in making introductions, and the Company’s processing of your data, are governed by the Privacy & Cookie Policy and applicable data-protection law (NDPA 2023).

11. Liability, indemnity & general

11.1Independent capacity. You act as an independent party, not an employee, partner, or legal agent of the Company. You have no authority to bind the Company.
11.2Indemnity. You indemnify the Company against losses arising from your breach of this Agreement, your misrepresentations, or your unlawful conduct in finding or introducing Sellers.
11.3Governing law & disputes. This Agreement is governed by the laws of the Federal Republic of Nigeria. Disputes follow the Platform’s tiered dispute-resolution process (internal resolution, then arbitration seated in [Lagos], then the courts), as set out in the Terms of Service.
11.4General. Amendment on notice (continued participation = acceptance); severability; no waiver; assignment by the Company permitted; notices as per the Terms of Service.

12. Acceptance

12.1Electronic acceptance. You accept this Agreement by the in-app “I agree” and “Activate” steps. That action is recorded with a timestamp and is binding as an electronic contract under the Evidence Act 2011. By accepting, you confirm you have read and understood Section 1 (what this programme is and is not).

Payments, Funds-Handling & Buyer Protection

In this document, “the Company” means Avvica Limited, operator of the “Avvica” platform. This document explains how payments are handled between Buyers, Sellers and Agents, and the protection available to Buyers. It applies to everyone who transacts through the Platform, including Buyers who do not hold an account.

1. Payments run through a licensed provider

1.1No banking or escrow by the Company. The Company is a technology platform, not a bank, deposit-taker, or licensed escrow provider. It does not take custody of your money in its own name and does not hold customer funds on deposit. All payments are processed through a licensed payment service provider (the “PSP” — currently Paystack).
1.2Per-deal dedicated accounts. For each deal, the PSP provides a dedicated account presented in the The Company’s/Seller’s name, into which the Buyer pays. Money sits with the licensed PSP — not with the Company — under the PSP’s regulated arrangements.
1.3Attribution by account. Because each deal has its own dedicated account, a payment into it is automatically attributed to that deal (and to the introducing Agent, if any). This is how credit for a sale is established.

2. How funds are held pending fulfilment

2.1Held with the PSP until confirmation. When a Buyer pays, the funds are held within the PSP arrangement and are not released to the Seller or Agent until the sale is confirmed as fulfilled. Until then, neither the Seller nor the Agent can draw the funds.
2.2Installments. A Seller may set an offer’s price to be paid in a scheduled series of parts. Each part has a due date (a set number of days after the invoice is generated) and is received into the deal’s dedicated account in the same way as a single payment. Each part releases to the Seller once both the Seller and the Buyer confirm that part — so the Buyer is protected part by part and the Seller is paid across the plan rather than only at the end. Each released part is split at source (seller net, Agent commission and the Company’s take), with the same tax treatment as a single-payment deal applied in proportion to that part. The deal’s account closes and pays out in full only when the final part releases. The Buyer’s invoice carries a plain-language commitment that the Buyer will settle each part on schedule and agrees to the release of each part to the Seller as it is confirmed
2.3Not a guarantee of performance. Holding funds pending fulfilment is an operational step; it is not a guarantee by the Company that any Seller will perform or that goods/services will meet expectations.

3. Release, settlement & bank-name matching

3.1Release on confirmation. Funds are released when the sale is confirmed — by the Seller confirming fulfilment, by evidenced Buyer confirmation, or by the Platform’s fallback process where applicable.
3.2Who gets what. On release, the Seller receives net proceeds and the Agent (if any) receives commission, with the Company retaining its platform take. Settlement is executed through the PSP.
3.3Name-matched settlement. The Company settles a Seller’s proceeds only to a bank account in the Seller’s verified business name, and an Agent’s commission only to an account matching the Agent’s verified identity. Mismatched or third-party accounts are not paid.
3.4Platform-sourced (agentless) deals. Where a Buyer comes to the Platform without an Agent, the Company routes the Platform-sourced lead to a Pro Seller by sector (a Pro subscription benefit). There is no Agent leg: the Seller pays the same commission, which the Company retains as origination. The held-funds, release and refund mechanics are otherwise identical.

4. Taxes in the flow

4.1VAT. Value Added Tax ([7.5%]) on commission is borne by the Seller and applied within the flow; the Company accounts for it as required.
4.2Withholding tax. Withholding Tax on an Agent’s commission is the Seller’s responsibility as the statutory withholding agent. Because the Platform collects the full amount from the Buyer, the WHT due on the commission is deducted at split and routed into the Seller’s settlement; the Seller remits it to the tax authority (NRS) and issues the WHT credit notes, while the Agent and the Company are paid net. Withholding on any Introducer share is different — there the Company is the withholding agent and withholds and remits the WHT on that share. Rates and bases to be confirmed with the Company’s accountant.
4.3WHT credit notes. The WHT on the commission — deducted at split and routed to the Seller to remit — is allocated between the Agent and the Company in proportion to each party’s share of that commission (the Agent’s commission and the Company’s platform take), and the Seller issues the corresponding credit note to each. To support this, the Company provides the Seller, after each completed transaction, with a breakdown of the WHT allocated between the Agent and the Company.
4.4Remittance. The Company remits the taxes for which it is the agent — VAT on commission, and the WHT on Introducer payouts — to the tax authority (NRS); the Seller remits the WHT on Agent commission that is routed to it at settlement. Each party keeps records accordingly. [Confirm rates, bases and NRS invoicing/credit-note mechanics with the accountant.]

5. Buyer protection

5.1Who you are buying from. You buy from the Seller, not from the Company. The Company provides the marketplace and the secure payment-handling layer, and checks every Seller before they can sell.
5.2Your money is held until fulfilment. Your payment is received by our licensed payment provider into the dedicated account for your order and held there — not paid to the Seller — until the order is confirmed as fulfilled.
5.3Only payments into the account we show you are protected. Avvica secures only funds paid into the dedicated account shown for your order or contract stage. If you pay the Seller any other way — in cash, or by transfer to a different account — that payment is outside Avvica’s payment protection and Avvica accepts no liability for it. On a staged contract, by paying into the account you agree to settle every stage on the schedule shown and to the release of each stage to the Seller as you confirm it, so Avvica can enforce the plan and the fulfilment of your order.
5.4If something goes wrong. If the Seller does not fulfil your order, you are entitled to a full refund of what you paid. Refunds are returned to your original payment method via the PSP, reversing both the Seller and any Agent portion.
5.5Confirmation. To protect everyone, the Company may call or message you to confirm the transaction and your satisfaction before funds are released.
5.6Disputes. If you and the Seller disagree on whether an order was fulfilled, the Platform’s dispute process determines the outcome (fulfilled, partial, or refunded) and the funds follow that outcome.

6. Refunds & reversals

6.1Non-fulfilment. If a deal is not fulfilled or is cancelled before fulfilment, the Buyer is refunded in full and any Seller/Agent allocation is reversed through the PSP.
6.2Chargebacks sit on top of our process. Separately from Avvica’s own dispute process, a Buyer who paid by card or bank may raise a chargeback directly with their bank or card scheme. These are decided by the bank and card networks under their rules, not by Avvica, and can occur even after a deal is completed.
6.3Seller bears chargeback liability. The Seller is responsible for the full amount of any chargeback, reversal, related fee, fine or penalty arising from their deals. The Company (through the licensed provider) may recover these amounts by deducting them from the Seller’s held funds or future settlements, or otherwise recovering them; any Agent commission on a reversed deal is also clawed back.
6.4Cooperation & evidence. You agree to provide promptly the records and evidence needed to respond to a chargeback (for example fulfilment evidence and transaction details). Failure to provide evidence in time may result in the chargeback being accepted against you.
6.5Recovery survives termination. Closing your account or ending your use of the Platform does not extinguish liability for chargebacks, refunds, reversals, fees, fines or penalties relating to deals processed while you were active. The Company remains entitled to recover these amounts after termination.

7. Limitations

7.1Operational facilitation only. The Company’s funds-handling role is operational facilitation through a licensed PSP. The Company does not guarantee any party’s performance and is not liable for a Seller’s goods or services, beyond operating the payment-handling and refund mechanics described here.
7.2Subject to PSP and law. Payment handling is subject to the PSP’s terms and to applicable Nigerian law and financial regulation. Where this document and the PSP’s regulated terms differ on the mechanics of holding money, the regulated arrangement governs how funds are actually held.
7.3Data. Contact and payment information are processed under the Privacy & Cookie Policy.

Terms of Service

In this document, “the Company” means Avvica Limited, the operator of the “Avvica” platform. “You” means the user agreeing to this document.

1. Acceptance & the agreement

1.1Acceptance. By creating an account, ticking “I agree”, activating a role, or otherwise accessing or using the Avvica platform (the “Platform”), you agree to these Terms of Service. If you do not agree, do not use the Platform.
1.2Electronic acceptance is binding. You accept these Terms electronically (for example by an in-app “I agree” or “Activate” action). That action is recorded with a timestamp and is binding as an electronic contract under the Evidence Act 2011. You confirm you have had the opportunity to read these Terms and the documents incorporated below.
1.3Eligibility. You must be at least 18 and able to form a binding contract. A business account must be held by a person authorised to bind that business.

2. Documents incorporated by reference

This is the umbrella agreement: These Terms of Service are the master agreement. The documents below are incorporated by reference and form part of your agreement with the Company. Where a role-specific document conflicts with these Terms on a role-specific matter, the role-specific document governs for that matter.

The following are incorporated into and form part of these Terms of Service:

2.1the Privacy & Cookie Policy;
2.2the Payments, Funds-Handling & Buyer Protection terms;
2.3the Acceptable Use Policy;
2.4the Dispute Resolution Policy;
2.5the role-specific Seller Terms, Agent Terms, and Introducer (Facilitator) Agreement, as applicable to the roles you take; and
2.6any other policy the Company presents and identifies as incorporated (e.g. vetting/eligibility, AML/KYC, communications).

3. Who we are and what the Platform does

3.1A marketplace, not the seller. The Platform connects businesses (“Sellers”) with independent sales agents (“Agents”) who introduce buyers (“Buyers”) and earn commission only on a completed sale. The Company provides the marketplace, verification, attribution and a payment-handling layer. The Company is not itself the seller of any product or service and is not a party to the sale contract between Seller and Buyer.
3.2Payment-handling, not banking. The Company is a technology platform, not a bank, deposit-taker, or licensed escrow provider. Payments are processed through a licensed payment service provider (currently [Paystack]), as described in the Payments, Funds-Handling & Buyer Protection terms. The Company does not hold customer funds on deposit in its own name.

4. Accounts, roles & multiple roles

4.1Roles. The Platform supports distinct roles — Seller, Agent, and Introducer (Facilitator) — each governed by its own agreement in addition to these Terms.
4.2One identity, multiple roles. A single verified legal identity may hold more than one role — at most one Seller account and one Agent account per entity, and an Agent may additionally enrol as an Introducer on the same account. Each role is governed by its own terms; acting in one role does not expand, limit, or merge your rights or obligations in another, and the Company keeps the roles distinct for attribution and settlement. Where roles combine on the same deal — for example, an Agent who is also an Introducer selling for a Seller they introduced — you may earn in each capacity (such as both Agent commission and the Introducer share), which is permitted, provided each role's terms are met and the position is disclosed in-product.
4.3Verification & access. Access is by application and subject to vetting. The Company may verify your identity and, for Sellers, your business registration, and may approve, decline, suspend or revoke access at its reasonable discretion, including where verification fails or these Terms are breached.
4.4Account security. You are responsible for the security of your login and for activity under your account, and must notify the Company immediately of any unauthorised use.

5. How the marketplace works

5.1Listings & attribution. Sellers list offers and set a commission. An Agent introduces a Buyer by registering them and generating the deal’s dedicated payment account; a payment into that account attributes the resulting sale to that Agent. Some Buyers are sourced by the Platform itself rather than by an Agent — these are agentless deals on which the Seller pays the same commission, which the Company retains as origination.
5.2Payment & release. Buyers pay through the Platform’s payment-handling layer; funds are held with the licensed provider and released on confirmation, as described in the Payments, Funds-Handling & Buyer Protection terms.
5.3Commission is earned on completion. Commission is earned only on a completed, paid and confirmed sale. The Company deducts its take and applicable taxes and settles the balance to the relevant parties as described in the role-specific terms.
5.4Neutral facilitator. Sellers are solely responsible for their products/services and fulfilment; Agents and Introducers are solely responsible for their own conduct and representations.

6. Fees, commission & tax

6.1Fees. The Company charges a platform take on commission, and may charge Sellers a one-time onboarding fee and an optional subscription, all as disclosed in-product and in the role-specific terms. Fees and rates may be updated prospectively on notice.
6.2Tax. Applicable taxes (including VAT and withholding tax) are applied, withheld and/or remitted as described in the Payments, Funds-Handling & Buyer Protection terms and the role-specific terms. You are responsible for your own tax obligations beyond amounts the Company withholds or remits.

7. Prohibited conduct & non-circumvention

7.1No circumvention. You agree not to circumvent the Platform to avoid fees (for example, taking an introduced deal off-platform), collect Buyer funds outside the Platform, or misrepresent attribution, and to comply with the Acceptable Use Policy.
7.2Single-level only. The Platform operates a single-level commission model. Multi-level or referral-chain earnings are prohibited. The separate Introducer programme rewards introducing genuine Sellers only, and never the recruitment of other Introducers.
7.3Non-circumvention period. Where a party is introduced to a buyer, employer, contract or opportunity through the Platform, the recipient agrees not to bypass the Platform or the introducing Agent to avoid commission for [12 months] from the introduction. Commission remains payable on introduced business that converts within that period, however structured. Detailed obligations are in the Seller and Agent Terms.
7.4Payment protection. Buyer payments are held with the licensed provider and released on confirmation, so the money is protected until the order — or, for a staged contract, each stage — is confirmed. This applies to both kinds of deal: fixed-price deals and introduction/contract deals (the latter paid in agreed stages, each stage held and released as it is confirmed). The Company never takes custody of funds in its own name, and only funds paid into the dedicated account shown for a deal are protected.

8. Intellectual property

8.1Ownership & licence. The Platform, its brand, and its content are owned by the Company or its licensors. You receive a limited, revocable, non-transferable licence to use the Platform for its intended purpose. You retain rights in content you submit but grant the Company a licence to use it to operate the Platform.

9. Disclaimers & limitation of liability

9.1As-is. The Platform is provided “as is.” To the extent permitted by law, the Company disclaims implied warranties and is not liable for the acts, omissions, products or services of Sellers, Agents or Buyers.
9.2Liability cap. The Company’s aggregate liability is limited as set out here and does not exclude liability that cannot lawfully be excluded. The Company is not a party to the Seller–Buyer sale contract and does not guarantee any sale, payment volume or income.
9.3No guaranteed income, placement or outcome. The Platform is a facilitator of introductions and transactions between independent parties. The Company does not guarantee any employment, placement, volume of leads, sales, commission, or income to any Seller, Agent or Introducer. All commercial outcomes depend on the parties’ own efforts, offerings, pricing and conduct.
9.4Indemnity. You agree to indemnify and hold harmless the Company, its affiliates, officers and service providers against claims, liabilities, losses and reasonable expenses (including legal fees) arising from your breach of these Terms or the incorporated documents, your misrepresentations, or your unlawful or infringing use of the Platform.
9.5Force majeure. The Company is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, power or internet failures, outages or failures of the payment service provider or other third-party infrastructure, cyber-attacks, strikes, or governmental or regulatory action.

10. Suspension & termination

10.1Termination. Either party may terminate by closing the account. The Company may suspend or terminate access for breach, suspected fraud, or legal/regulatory reasons.
10.2Effect. In-flight deals and funds are handled per the Payments, Funds-Handling & Buyer Protection terms; obligations that by nature survive (fees owed, confidentiality, IP, liability, tax) continue after termination.

11. Disputes & governing law

11.1Disputes. Disputes between users are handled under the Dispute Resolution Policy. These Terms are governed by the laws of the Federal Republic of Nigeria.
11.2Forum. The parties submit to arbitration seated in Lagos under the Arbitration and Mediation Act 2023.

12. General & contact

12.1Entire agreement. These Terms, together with the documents incorporated by reference, are the entire agreement between you and the Company regarding the Platform and supersede any prior understandings or representations. Where these Terms conflict with a general usage notice, these Terms govern (subject to the role-specific precedence in Section 2).
12.2No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and the Company. You have no authority to make commitments for or bind the Company, and the Company does not act as your agent or principal in any deal between users.
12.3Waiver. A failure to enforce any provision is not a waiver of it or of any other provision.
12.4Severability & savings. If any provision is found invalid or unenforceable, it will be read down or, where it cannot be, replaced by an enforceable provision that most closely reflects the original intention; the remaining provisions continue in full force.
12.5Assignment. You may not assign your rights under these Terms without the Company’s consent; the Company may assign or transfer its rights, including in connection with a merger, acquisition or sale of assets.
12.6Changes. The Company may update these Terms and the incorporated documents; material changes will be notified and continued use constitutes acceptance.