Terms of Use

Trading with Busha
Consenting to this agreement means that you intend to engage Busha as a Corporate client,and we are delighted to have you here. This agreement is not intended for individuals but forcorporate entities. If you are an individual, please visit our terms of use.
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1. Definition of Terms

Agreemen: means this agreement, our Acceptable Use Policy (AUP),and Privacy Policy.

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API means Application Programming Interface.

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APP means the Busha App on the Google Play Store or AppStore.

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Authorised Representative means any individual who has been appointed and giventhe authority by you, through written consent, to act,manage your Busha account, make decisions, or conductbusiness on your behalf.

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Corporate Client means a legal entity, such as a limited liability company,corporation, or partnership.

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Data means any information in the form of texts, numbers,images, characters, or symbols that a computerprocesses, which can be stored and transmitted byelectrical systems and recorded on magnetic, optical, ormechanical devices.

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Data Subject means a natural person who can be identified, eitherdirectly or indirectly, through the Personal Datacollected by the Parties.End User means the customer of the Corporate Client (YourCustomer).

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Fiat means a legal tender whose value is established bygovernment regulation or law.

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Force majeure means events beyond the control of the affected party.These include acts of God, natural disasters, industrialactions, civil disorder, cyber attacks, theft, destruction,malfunctions, or failures of computer systems, acts orregulations of any regulatory or government body.

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Personal Data means any information collected by parties and relatedto a Data Subject that can identify them, either directlyor indirectly. This includes details such as their name,phone number, National Identification Number, Tax ID,Residential address, photo, email address, bank accountinformation, and other unique identifiers like MediaAccess Control (MAC) address, Internet Protocol (IP)address, International Mobile Equipment Identity (IMEI)number, International Mobile Subscriber Identity (IMSI)number, and Subscriber Identification Module (SIM).

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Platform means Busha’s website- www.busha.co, Mobile App,and other products currently made available by Bushaand those to be developed in the future.

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Security Measures means the practices implemented by each Party tosafeguard its Data. They involve setting up firewalls,securely storing data with restricted access toauthorized individuals, using data encryptiontechnologies, creating organizational policies for datahandling, securing email systems, and providing ongoingtraining and development for staff.

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UBOs means anyone who owns 25% or more of the company’sshares or voting rights.

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Virtual Assets means digital representations of value that can bedigitally traded and function as a medium of exchange, aunit of account, and a store of value , such as cryptoassets, Utility Tokens (Non-Security Tokens), andSecurity Tokens.

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Website means www.busha.co or www.busha.ng

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2. Who We Are

2.1. We are Busha Digital Limited, a company duly registered with the CorporateAffairs Commission and licensed by the Securities and Exchange Commissionto carry on business as a Virtual Asset Service Provider.

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2.2. For the purpose of this Corporate Client Agreement (this agreement), BushaDigital Limited shall mean “Busha”, “us”, “we”, and “our,” and your businessshall mean “you” and “Your”.

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3. Entire Agreement

3.1. Upon onboarding with us, this agreement, which states the terms andconditions under which we provide our products and services to you, shallbind your use of our present and future products and services, including API,this website, and the Busha Mobile App.

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3.2. This agreement also references additional documents, such as our PrivacyNotice, which details our collection, use, storage, and processing of yourpersonal data, and our Acceptable Use Policy, which covers the activities youcan carry out while using our products and services. Altogether, theyconstitute the entire agreement between you and us.

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3.3. You confirm that you did not enter into this Agreement in reliance upon, andwill have no remedy in respect of, any misrepresentation, representation, orstatement that is not expressly set out in this Agreement;

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3.4. The only remedies available for any misrepresentation or breach of anyrepresentation or statement which was made before entry into thisAgreement and which is expressly set out in this Agreement will be for breachof contract; and

3.5. Nothing in this Agreement will be interpreted or construed as limiting orexcluding the liability of any person for fraud or fraudulent misrepresentation.

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3.6. If you do not intend to be bound by this agreement, do not register or use anyof our products and services.

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4. Scope of Service

4.1. Our services include the following:

4.1.1. Conversion of fiat to virtual assets.
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4.1.2. Corporate trading desk.
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4.1.3. Conversion of virtual assets into fiat.
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4.1.4. Provision of custodial virtual assets wallets.
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4.1.5. Payments facilitation using virtual assets.
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4.1.6. Facilitation of the sale and exchange of digital assets.

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5. Relationship with Busha

Your registration as a corporate client of Busha does not confer on you any right toenter into other agreements or partnerships in the name of Busha or make promisesor demands in the name of Busha. Where you intend to use our logo or brand name,written consent must be sought and obtained, and Busha reserves the sole right togrant the consent or not.

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6. Account Creation

6.1. Only duly registered and/or licensed corporate entities can own a Bushaaccount.
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6.2. You can only register one account with your business. Registering multipleaccounts with one corporate entity, creating a new account after your oldaccount has been suspended or limited, or using other people’s data to createa new or additional account is prohibited, and where such occurs, Bushareserves the right to delete the additional accounts.
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6.3. You must not create an account to abuse Busha’s platforms or to engage inillegal activities.

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7. Accessible Jurisdictions

7.1. Your entity must be registered in jurisdictions where we provide our servicesand must engage in activities within our acceptable risk tolerance. Please seeour AUP for the entities, business activities, and jurisdictions that we do notserve. For emphasis, we do not serve the following jurisdictions:Afghanistan, Democratic People's Republic of Korea (DPRK),Botswana, Bosnia and Herzegovina, Central African Republic, Congo,Ethiopia, Guyana, Iran, Iraq, Jordan, Lao, PDR, Lebanon, Libya, Mali,Nicaragua, North Korea, Pakistan, Russia, Somalia, Sri Lanka, Sudan, Syria, Trinidad and Tobago, Tunisia, Ukraine, Vanuatu, Venezuela, andYemen.

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8. Onboarding and Verifications

8.1. You consent to commence and promptly complete your onboarding withBusha by completing all forms and verification processes and providing allrequested documents.

8.2. Upon onboarding with Busha, an account will be created for you. This accountwill be used in carrying out all business activities with Busha.
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8.3. You are expected to provide accurate, complete, and valid information duringyour onboarding with us. If any part of your submitted data changes, you arerequired 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 wemaintain accurate and complete information at all times.

8.4. All Directors, Beneficial Owners, Ultimate Beneficial Owners (UBOs), andAuthorised Representatives must be duly verified before your onboarding canbe approved. You acknowledge and agree that Busha may request additionalinformation, including information on corporate ownership and UBOs ofcorporate owners, where required under applicable laws and Busha’s internalpolicies and procedures.

8.5. Busha reserves the right to use third-party service providers for thisverification process. Where such third-party integrations are utilized, you maybe informed on the verification page. You consent to the sharing of your datawith these third-party service providers for the purpose of your verification.

8.6. We may ask you to resubmit your data, provide additional information, orreverify your identity on our platforms without giving you a reason for such arequest.

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9. Authorization and Authorised Representative

9.1. You confirm that you have the necessary authority to bind the Business onwhose behalf you are using our Services and that the Business accepts theterms of this Agreement. We may request proof of your authority to bind theBusiness at any time. If you are unable to provide this proof, we reserve theright to restrict further access to your Busha account.

9.2. You are expected to appoint an authorized representative who will manageyour Busha account and carry out transactions on your behalf.

9.3. All transactions carried out by your authorised representative shall be legallybinding and deemed carried out by you.

9.4. Where any loss or damage occurs due to the use of your account by your dulyauthorised representative, Busha shall not be liable to you for any suchdamage or loss.

9.5. Busha shall not be a party to any disputes, legal actions, or claims arising outof your relationship with your authorised representative.

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10. Account Security

10.1. You must keep all your account data, passwords, and transaction details safeat all times.

10.2. Busha shall ensure that everyone with access to your data maintains thehighest 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 inaccordance with all applicable data protection laws.

10.3. Every use of your account is deemed approved by you; hence, you must at alltimes keep your account data safe and implement two-step authentication.

10.4. Select a strong password that includes upper-case text, lower-case text,numbers, and symbols.

10.5. Do not share your password with anyone or use it for any other account.

10.6. If you need to change your password or have forgotten it, use your emailaddress to request a password reset.

10.7. Do not engage with any email that is not from our official email addresses,which are compliance@busha.co , and support@busha.co.

10.8. If you detect any unusual activity or unauthorized access to your account,promptly change your password and report it to us via our customer supportchannel.

10.9. To enjoy optimum service from us, we implore you to regularly update theBusha App and your web browsers to access up-to-date features as weimprove our products.

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11. Fees

11.1. Our order form shall contain information on all fees for the services, paymentprocesses, and transaction details. Where you have not signed an order formor a separate commercial agreement with Busha, the applicable fees shall becommunicated to you on the APP or such other Busha platform you areutilising. Note that fees are set based on prevailing market rates and are notinclusive of taxes. All tax obligations shall be borne by you alone, and Bushashall not be liable for your failure to fulfill your tax obligations. Youacknowledge and agree that Busha may make necessary tax deductions infulfillment of its withholding tax and related tax obligations where related tothe service you are consuming on the Busha platform.

11.2. You agree to pay all fees in the currency and payment period specified in theapplicable Order Form.

11.3. All fees shall be deducted at the time of order settlement, and youacknowledge and agree that we are authorized to deduct our fees from thetransaction funds received. The remaining balance will be used in thesettlement of your requested service in the manner specified in the orderform.

11.4. Where payment is not made during the specified payment period, you mustrequest a new order form to obtain the applicable fee and make paymentaccordingly, as prices change.

11.5. If you make a payment outside of the payment period using the old orderform details, Busha will notify you of the price changes, and you agree to paythe difference within the stipulated payment period.

11.6. You have the right to request a refund where the new fee is not acceptable toyou; however, all charges relating to the refund process shall be deducted.11.7. Busha shall not charge you commission or extra fees aside from the stipulatedtransaction processing fees stated in the order form.

11.8. 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’splatforms.

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12. Risk Warning

12.1. You acknowledge and fully understand the risks associated with the buying,selling, or conversion of virtual assets, including irreversible nature of animmutable ledger, putting capital at risk, high levels of market volatility, pricefluctuations, low liquidity in the market and asses class-specific systemic riskssuch as forking events, fifty-one percent (51%) attacks, and potentialregulatory changes. The value of virtual assets can be highly unpredictable,and past performance is not indicative of future results.

12.2. Any transaction or investment made on our platforms is solely yourresponsibility, and we shall not be held liable for any losses resulting fromyour investment decisions, actions, or inactions concerning your account.

12.3. The information provided in our blog posts about virtual assets should not beinterpreted as legal, financial, or investment advice. You should carefullyconsider your financial situation and consult with a qualified financial advisorbefore engaging in any transactions or investments involving virtual assets.

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13. Restricted Activities

13.1. 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 toterminate your account without notice to you and shall proceed to implementother sanctions as stated in the AUP. We strongly advise you to read this AUPcarefully to understand and not engage in any of the restricted activities orbreach any of the terms.

13.2. You agree to comply with all applicable export control laws and confirm thatyou 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 governmentrestrictions.

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14. Blockchain Related Terms

14.1. The Client acknowledges and agrees that the Services are restricted only tothe Chains, assets, and networks expressly disclosed to be supported byBusha in the relevant documentation exposed to the Client. The Client agreesto bear sole responsibility and indemnify Busha for any services provided to itsEnd Users outside of Busha’s expressly disclosed coverage.14.2. The Client acknowledges and agrees that the Services rely on decentralizedblockchain networks (the “Networks”), which are outside Busha’s control.Such Networks are subject to inherent risks, including but not limited to:14.2.1. forks (temporary or permanent), reorganizations, or changes inconsensus rules;

14.2.2. delays, errors, or failures in transaction confirmation;14.2.3. volatility in network fees;14.2.4. exploits, bugs, or security vulnerabilities in the underlying protocol;14.2.5. changes in cryptographic standards or attacks (including 51% attacks).

14.3. Notwithstanding anything in this Agreement, Busha does not warrant orguarantee the availability, performance, or security of any Network.Transactions may remain unconfirmed or fail to be recorded due to Networkconditions.

14.4. The Client acknowledges that transactions broadcast to a Network areirreversible once confirmed. Busha shall not be liable for any losses arisingfrom incorrect instructions, duplicate submissions, or erroneous parametersprovided by the Client through the API.

14.5. Busha shall use reasonable efforts to maintain the availability of the API, butdoes not warrant that it will be uninterrupted or error-free. The Client is solelyresponsible for implementing safeguards, including retry logic and validationchecks, to prevent duplicate or failed transactions.

14.6. Busha reserves the right to refuse or delay execution of any transaction if:
14.6.1. required by law or regulation;
14.6.2. the transaction violates Busha’s policies, including but not limited toBusha’s AUP;
14.6.3. there is suspicion of fraud, error, or illegal activity; or
14.6.4. network congestion or technical conditions make executionunfeasible.

14.7. 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.

14.8. Unless explicitly agreed in writing by Busha, neither the Client nor its EndUsers shall be entitled to any assets created by forks, airdrops, or similarevents.

14.9. The Client shall indemnify and hold harmless Busha from any claims, damages,or losses arising from the Client’s use of the API, including transactionsexecuted based on incorrect or unauthorized instructions, and anyconsequences of blockchain network events described in this Agreement.

14.10. To the maximum extent permitted by law, Busha shall not be liable for anydirect, indirect, or consequential loss arising from:
14.10.1. blockchain network errors, forks, or vulnerabilities;
14.10.2. delays or failures in transaction confirmation;
14.10.3. changes in Network consensus rules;
14.10.4. double-spending or reversal attacks;
14.10.5. cryptographic exploits or systemic failures in the Network.

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15. Settlement Timeline

15.1. All transactions shall be settled subject to the timeline agreed by the parties,except for instances where Force Majeure events occur, submission ofincorrect or incomplete information by the Client, and suspicion of fraud.

15.2. All orders received between 9 am and 5 pm each day shall be processed thatsame day. Orders received after 5 pm shall be processed before the close ofbusiness the following day. Busha shall notify you of any changes to thistimeline, which will not amount to a breach of the obligations herein.

15.3. Where orders are not settled on the day of receipt of funds from you, Bushashall process your transactions the following day based on previously agreedfees and rates.

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16. Refunds

16.1. In the event of disputes, refund claims must be made in writing within 24hours with evidence showing non-receipt of products or services from Busha.

16.2. Busha shall make a refund where claims are found to be valid upon receipt ofa claim in writing, alongside evidence to support them. Evidence may includetransaction receipts and details of non-performance of service on the part of Busha.1

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17. Erroneous Transactions

17.1. Busha shall not be held liable for any erroneous transactions resulting fromyour negligence or the submission of incorrect or incomplete information.

17.2. You agree to promptly report and return any fiat currencies or virtual assetsthat are sent to you in error or if you receive multiple deposits from Busha.

17.3. If you fail to return such funds, Busha reserves the right to pursue all legalmeans necessary to recover the funds from you. You agree to indemnifyBusha for any expenses incurred in the recovery process if the recovery is notmade voluntarily.

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18. API Integration

18.1. Busha reserves the right to grant access to its platforms for integrationpurposes where API integration is necessary for executing transactions orusing Busha’s products and services.

18.2. Subject to continuous compliance with the terms of this Agreement, Bushahereby grants you a limited, non-exclusive, non-transferable, revocable, andnon-sublicensable licence, for the Term, to use the API integration interfaceand documentation solely as necessary to complete and maintain theintegration, and to use the Busha Platform.

18.3. You undertake to upgrade your Platform and perform any additional softwareintegration work as may be necessary, including in response to anyamendments to the API Information, to ensure that the Integration ismaintained at all times.

18.4. Once access is granted, you are restricted from:
18.4.1. Duplicating, reproducing, republishing, modifying, reverse engineering,decompiling, disassembling, creating other works from, disassembling,sharing, transmitting, distributing, or altering Busha’s system, whetherdirectly 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 priorwritten consent of Busha.
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18.4.2. Introduce any viruses, trojans, worms, logic bombs, or other materialsthat are malicious or technologically harmful, impose large load on ourwebsites, software, or systems (including networks and servers usedto provide any of the Services) operated by us or on our behalf, norengage in any denial-of-service attacks on our Website, App, or API, orassign your right of access to our platforms without prior writtenconsent duly sought and obtained.

18.5. You shall not use Busha’s platform accessed via API integration for purposesother than those for which access was granted.

18.6. All data accessed during API integration must be kept confidential andprotected, used, stored, or processed in accordance with applicable dataprotection laws.

18.7. You shall not use the API for unlawful activities, such as the distribution ofviruses, malware, and other harmful software.

18.8. You undertake to follow Busha’s technical specifications, which may includereasonable rate limits on the volume of requests that can be made by theClient. You also agree not to exceed these limits and shall implementappropriate request throttling mechanisms to avoid overloading Busha’sinfrastructure.

18.9. Where Busha records a sudden spike in usage above the set limit, Bushareserves the right to temporarily suspend or throttle access to the API toprotect its systems and maintain service quality for all users.

18.10. Busha shall not be liable for any downtime, interruption, or data loss arisingfrom the wrong implementation of the API, unlawful/unauthorised access,request overload, misuse, or other risk scenarios beyond its reasonablecontrol. The Client acknowledges and accepts these operational risks andagrees to implement internal safeguards to minimize exposure.
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18.11. You acknowledge and agree that, to the fullest extent permitted by applicablelaw, Busha and its Affiliates shall not be held responsible or liable for any lossyou may suffer, including any loss of fiat or crypto assets, arising from or inconnection with any unauthorized access to or use of the Busha Platform.

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19. License

19.1. Subject to the terms of this Agreement, Busha grants you a limited,non-exclusive, non-transferable, and non-assignable license to use Busha'splatforms solely for processing your virtual asset transactions.

19.2. No other license, whether under patents, copyrights, trademarks, tradesecrets, or any other intellectual property rights, either express or implied, isgranted.

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20. Financial Crimes Compliance

20.1. Each Party represents and warrants that it has implemented and currentlymaintains an Anti-Financial Crimes compliance program, including but notlimited to the appointment of designated compliance personnel,board-approved Anti-Money Laundering, Combating the Financing ofTerrorism, and Countering Proliferation Financing (AML/CFT/CPF) policies andother compliance requirements under Applicable Laws.

20.2. You agree to submit to Busha a copy of your AML/CFT/CPF policy for reviewand documentation during your onboarding process. You shall also ensurethat all funds used in transacting with Busha are not associated with anyfinancial crime.

20.3. Busha undertakes to carry out adequate Know-Your-Customer (KYC)verification processes on you, and you consent to be subjected to KYCverification processes and submit all required documentation promptly.

20.4. Parties agree to carry out periodic AML/CFT/CPF training for its employees toincrease awareness of financial crime regulations, prevention, and controls.

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21. Fraud Controls

21.1. Busha may set limits on transactions as permitted under applicable laws toprevent the use of its platforms for money laundering or other financialcrimes.

21.2. Where Busha detects that its product or services are being used by you forperpetuating any form of financial crime, Busha may consider such an act as amaterial breach of this agreement and terminate this agreement immediately

21.3. You undertake to inform Busha immediately when it comes to yourknowledge that any form of fraudulent activity arises from the servicesprovided under this agreement, stating all data of persons involved in the saidfraudulent activities, measures taken to curtail the same, and the extent ofdamage, where applicable.

21.4. The Parties agree to conduct adequate due diligence on all activitiesemanating from this agreement and continuously review their monitoringprocesses and fraud prevention, detection, and mitigation controls.

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22. Data protection and compliance

22.1. Parties consent to comply with the Nigerian Data Protection Act (NDPA) 2023and relevant data protection laws within the territories where this Agreementwill be performed.

22.2. The Parties shall ensure that all personal data shared or accessed inconnection with this Agreement remains confidential. Such data shall not beprocessed, disclosed, communicated, or made accessible to any third party,nor used in violation of any applicable laws or for purposes other than thoseexpressly intended under this Agreement.

22.3. If any Party engages third-party processors to fulfill its obligations under thisAgreement, it shall ensure that such processors are bound by confidentialityand 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.

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23. Confidentiality

23.1. Confidential Information such as communications between parties,correspondences, notices, corporate documents, policies, procedures,personal data, technical and business information, codes, and every otherrelated data that is associated with the parties’ operations, shared betweenthe Parties, whether or not marked 'confidential', shall be kept confidential bythe Receiving Party at all times.

23.2. Confidential information shall not be disclosed to any other person, exceptwith the written consent of the disclosing party, for the fulfillment of legalobligation 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 implementingthis Agreement.

23.3. The Receiving Party and all third parties to whom it discloses the confidentialinformation are obligated to protect the integrity of the confidentialinformation at all times and handle the same with the reasonable standard ofcare mandated by the Nigerian Data Protection Act (NDPA) 2023.

23.4. The confidentiality obligation shall not apply where the information was in thepublic domain at the time of receipt from the disclosing Party or in thereceiving Party’s possession upon receipt from a third party with noconfidentiality obligation.

23.5. The parties acknowledge that disclosing Confidential Information may resultin significant harm, for which damages alone may be an inadequate remedy.Therefore, in the event of a breach, the affected party is entitled to seekappropriate equitable relief and any other legal remedies available.

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24. Return Of Confidential Information

24.1. All confidential information in either physical or electronic form in thecustody, possession, or control of the receiving party must be returned to thedisclosing party in the event of the termination of this Agreement within 7(seven) days of receiving a written request from the disclosing party.

24.2. Copies of the said confidential information may be retained by the receivingparty where consent of the disclosing party has been sought and obtained,such consent not unreasonably withheld by the disclosing party, and wheresuch retention is required by any applicable Law, rule, or regulation, or byorder of a competent court. Where the copies are not retained for any of thereasons stated above, they are to be permanently destroyed, and a certificateof compliance shall be issued to the disclosing party accordingly.

24.3. The Receiving Party agrees to continually treat such retained information withthe same level of care as it would its confidential information and abide by allconfidentiality and data protection laws.

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25. Representations And Warranties

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

25.2. On entry into this Agreement, the Parties represent and warrant that:
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25.2.1. Each Party has the capacity to enter into this Agreement, or has theauthority to enter into this Agreement, in accordance with the laws ofthe jurisdiction of their domicile or incorporation;
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25.2.2. The Parties understand and are prepared to accept the degree of riskinvolved by entering into Transactions under this Agreement and arewilling and capable of assuming such risks.

25.2.3. The performance of any of the Parties’ obligations under thisAgreement will not violate:
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25.2.3.1. any law, regulation, decree, or legal restriction, tax regulationor obligation, or any order or judgment of any court or otheragency of government applicable to it or any of its assets;

25.2.3.2. the terms of any material agreement to which you or any ofyour assets are subject.
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25.2.4. This Agreement, and each transaction hereunder, constitute a legal,valid, and binding obligation(s) enforceable in accordance with itsterms (subject to applicable bankruptcy, reorganization, insolvency, orsimilar laws affecting creditors' rights generally and subject, toenforceability, to equitable principles of general application).
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25.2.5. All information supplied by you in connection with this Agreement andeach transaction is true, complete, and accurate in all respects.
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25.2.6. Each Party represents and warrants that it has implemented andcurrently maintains an Anti-Financial Crimes compliance program,including but not limited to the appointment of designated compliancepersonnel, board-approved Anti-Money Laundering, Combating theFinancing of Terrorism, and Countering Proliferation Financing(AML/CFT/CPF) policies and other compliance requirements underApplicable Laws.

25.2.7. Our services may be temporarily unavailable for scheduledmaintenance or for unscheduled emergency maintenance, or due to other causes beyond our control, but we will use reasonable efforts toprovide advance notice in writing or by e-mail.

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26. Disclaimer

26.1. By using our products and services, you acknowledge that they are providedon an "as is" and "as available" basis. To the extent permitted by law, wedisclaim all warranties not expressly stated in this Agreement, whetherexpress, implied, or by operation of law, including warranties of fitness for aparticular purpose, merchantability, and non-infringement.

26.2. While we strive to keep our Services accessible when you need them, we donot guarantee uninterrupted or error-free operation. The Services may besuspended, modified, withdrawn, or discontinued at any time without notice.We also do not warrant that the Services will be free from viruses or otherharmful components. We are not responsible for any unavailability,interruptions, or issues you may experience, regardless of the cause orduration.

26.3. You may encounter content provided by other users and third-party sources.You understand that neither Busha nor its affiliated companies are responsiblefor the accuracy, usefulness, reliability, or intellectual property rights of suchuser-generated content. Additionally, you acknowledge that some contentprovided by other users may be inaccurate, offensive, defamatory, indecent,or otherwise objectionable. You agree to waive, and hereby waive, any legalor equitable rights or remedies you may have against us and our affiliatedcompanies with respect to such content.

26.4. We and our affiliated companies do not endorse any user-provided content,nor do we endorse any opinions, recommendations, or advice expressedtherein.

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27. Intellectual Property

27.1. All intellectual property rights such as trademarks, copyrights, patents,innovations, designs, inventions, products, developed processes, andprocedures owned or developed by Busha before and during the subsistenceof this agreement shall at all times and for all intent and purposes remain the property of Busha except where assigned or ownership is transferred toanother party in writing.

27.2. Consent of the intellectual property of Busha must be sought and obtainedbefore use by you or your affiliates. Hence, you are prohibited fromduplicating, reproducing, republishing, modifying, reverse engineering,decompiling, creating other works from, disassembling, sharing, transmitting,or distributing material that forms part of the Intellectual Property Rights ofBusha in any way, whether directly or indirectly, without obtaining the priorwritten consent of Busha.

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28. Sanctions

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

28.1. Issuance of a warning notice to you.

28.2. Termination of this agreement is immediate.

28.3. Temporary suspension of any or all account activities.

28.4. Closure of your account and permanent ban from using Busha’s products andservices.

28.5. Reporting your account to law enforcement agencies and sharing your data tofacilitate investigations within the bounds of the law.

28.6. Legal proceeding against you for reimbursement of all costs, liabilities, anddamages on an indemnity basis (including, but not limited to, reasonableadministrative and legal costs) resulting from the breach.

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29. Account Suspension

29.1. We may limit activities and suspend or terminate your access to your BushaAccount at any time with or without notice to you, depending on ourreason(s) for such limitation, suspension, or termination. The following eventsmay warrant a limit on account activities, suspension, or termination of accessto your account:

29.1.1. Breach of our AUP and the entire agreement between you and us.

29.1.2. Suspected unauthorised or fraudulent use of your account or ourServices.

29.1.3. Exposure to sanctioned entities, individuals, or jurisdictions.

29.1.4. Compliance with Court order or law enforcement request.

29.1.5. Failure to provide requested documentation or complete verificationprocesses.

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30. Account Deletion

30.1. You have the right to request the deletion of your Busha account. To do so,visit our account deletion notice.

30.2. Before requesting that your account be deleted, ensure all transactions havebeen completed, claims/complaints resolved, and requests answered. Failureto do this may result in the inability to get recourse for claims or for requeststo be answered.

30.3. Once your account is deleted, this agreement will be terminated, and you willlose access to your account and all data associated with it.

30.4. The deletion of your account in response to your request is subject to thefulfillment of all pending obligations, updating of your profile, and absence ofany court order, law enforcement requests, or legal and regulatory obligationto keep your account.

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31. Term and Termination

31.1. This Agreement will commence on the effective date of the first Order Formbetween the Parties and will remain in effect as long as any Order Form oryour Busha account is active unless terminated by either Party forconvenience:

31.1.1. Upon fourteen (14) days prior written notice to the other party.

31.1.2. Upon fulfillment of the obligations of all parties to each other asstipulated in this agreement, at the expiration of the term of thisagreement.

31.1.3. Where any of the parties become incapacitated or unable to fulfill theirobligations under this agreement due to the withdrawal of operatinglicense, approvals, permits, or certificates, adjudged bankrupt,imprisoned, wound-up, among others.

31.2. Either Party may immediately terminate this Agreement if there is a materialbreach that is not capable of being cured within ten (10) days from writtennotice of such breach. Otherwise, in case of a material breach that is capableof being cured, this Agreement shall automatically terminate without anyfurther action or notice required if such breach has not been remedied uponexpiration of such ten (10) day period.

31.3. The termination or expiration of this Agreement shall not relieve either Partyof any rights, obligations, or liabilities arising prior to such expiration ortermination.

31.4. Where this agreement is terminated, you are prohibited from using youraccount or accessing any of our products and services.

31.5. Upon termination, you shall, within fourteen (14) days, fully discharge alloutstanding obligations in fulfillment of the terms of this agreement.

31.6. All license rights granted under this agreement shall immediately terminateupon the termination of this agreement, and you are required to stop usingour products and services.

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32. Responding to Law Enforcement Requests and Court Orders

32.1. As part of our legal obligations, we shall respond to law enforcement requestsand comply with court orders or other legal processes (including garnishee orsimilar proceedings) affecting you without any recourse to you.

32.2. We are not obligated to notify you, appeal on your behalf, or try to stopinvestigations into your account activities. However, where the lawenforcement request, court order, applicable law, regulatory requirement, orother legal process does not dictate otherwise, we will attempt to notify youof these orders/investigations using the contact information you haveprovided to allow you to prepare your defense.

32.3. In addition to responding and complying with the orders/requests forinformation, we may freeze your account and/or limit your account activities.

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33. Survival Of Obligations

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 oughtto survive the termination of this Agreement by legal implication shall survive it.

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34. Limitation Of Liability

34.1. Either Party shall not be liable, whether based in contract or tort (includingnegligence), for incidental, consequential, special, punitive or indirectdamages of any kind (including loss of revenue or profits, loss of business, lossof information or data, or other financial loss) arising out of or in connectionwith the sale and transfer of Virtual Assets hereunder;

34.2. nor shall each Party be liable for any of the damages set forth above or for anyother damage whatsoever, including, without limitation, direct damages,whether based in contract or tort (including negligence) or failure to complywith its representations or warranties.

34.3. No liability shall be incurred against us more than one (1) year after theoccurrence of the event giving rise to such liability. The liability limit outlinedin this clause applies regardless of the number of claims.

34.4. We shall not be liable for any loss occurring during routine maintenance of ourplatforms, provided we have given you prior notice of such maintenance.

34.5. We will not be liable for the actions or omissions of any third party not actingon our instructions, nor for any actions or omissions that cannot be directlyattributed to us.

34.6. Should the breaching Party fail to perform its obligations hereunder, suchParty’s aggregate liability for monetary damages shall be as determined by aCourt of competent jurisdiction.

34.7. Nothing in this Agreement shall operate to exclude or restrict the liability ofthe parties for death or personal injury where such liability cannot be lawfullyexcluded or limited.

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35. Indemnity

35.1. You agree to defend us and our Affiliates against any claim, demand, suit, orproceeding brought by a third party arising from your unlawful use of ourplatform or your violation of this Agreement or any Order Form. You will alsoindemnify us for any damages, attorney fees, and costs that are finallyawarded against us as a result of such a claim

35.2. Both Parties unconditionally and irrevocably indemnifies and holds each other(including its directors, agents, contractors and service providers, in whosefavour this constitutes a third party stipulation capable of acceptance inwriting at any time) harmless against all and any loss, liability, actions, suites,proceedings, costs, demands and damages of all and every kind, (includingdirect, indirect, special or consequential damages), and whether in an actionbased on contract, negligence or any other action, arising out of or inconnection with any breach of this Agreement by the breaching Party,including (without limitation) the breach of any warranty given by such Party.

35.3. In the event of a lawsuit, investigation, or claim, the Indemnifying Party will, atits sole discretion, cost and expense, protect, defend, indemnify, release andhold harmless the Indemnified Party from losses arising out of or resultingfrom any inaccuracy, misrepresentation or breach or non-fulfillment of anycovenant or agreement by the Indemnifying Party in connection with:

35.3.1. any and all claims, liabilities, losses or damages related solely andexclusively to statements prepared by, or made by, the IndemnifiedParty that were either approved in advance by the Indemnifying Partyor entirely based on information provided by the Indemnifying Party tothe Indemnified Party expressly for use in connection with the servicesunder this Agreement, and

35.3.2. All claims, actions, suits, proceedings, demands, assessments,judgments, costs, and expenses, including, without limitation, any legalfees and expenses, incident to any of the foregoing, except in case ofthe Indemnified Party’s gross negligence, bad faith, or willfulmisconduct with respect thereto.

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36. Conflict Of Interests

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

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37. Governing Law

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

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38. Dispute Resolution

38.1. 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 bestefforts to resolve the same as soon as possible in an amicable manner.

38.2. Any grievances that cannot be settled amicably within fifteen (15) days fromthe date of notification by the aggrieved Party shall be referred to Arbitrationat the Lagos Multi-Door Courthouse in accordance with the Arbitration andMediation Act and under the Lagos Multi-Door Courthouse Procedure Rules2007 or any statutory modification or re-enactment thereof for the time beingin force.

38.3. The Arbitration shall be virtual, and the language of the Arbitrationproceeding shall be English.

38.4. The Parties agree that the outcome of the Arbitration shall be registered as aconsent judgment at any court of competent jurisdiction in Nigeria.

38.5. Where the Parties fail to resolve the dispute by negotiation or Arbitration, theaggrieved Party may resort to a competent court of the Federal Republic ofNigeria as a last resort for the resolution of the dispute.

38.6. Nothing in this Agreement shall prevent or delay a Party from seekinginjunctive or interlocutory relief in a court of competent jurisdiction within Nigeria.

39.1. Parties agree not to hold each other liable for any partial or non-performanceof their obligations under this Agreement due to circumstances beyond theircontrol (force majeure events).
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39. Dispute Resolution‍

39.1. Parties agree not to hold each other liable for any partial or non-performanceof their obligations under this Agreement due to circumstances beyond theircontrol (force majeure events).

39.2. The party unable to perform shall immediately notify the other party in writingdetailing the nature, impact, and possible timeline for commencement ofobligations and shall take all reasonable steps to resume full performance.

39.3. If the period of incapacity exceeds one month, either party may terminate thisAgreement.
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40. Assignment

This Agreement shall be binding on and inure to the benefit of the Parties and theirrespective successors, heirs, personal representatives, and permitted assigns. Youshall not assign, subcontract, cede, or delegate any rights or obligations that youhave in terms of this agreement without the prior written consent of Busha.

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41. Severability

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

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42. Costs

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

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43. Amendments

No modification, addition, amendment, consolidation, or supplementation of thisAgreement shall be valid unless in writing, agreed upon, and duly signed by bothparties.

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44. Periodic Review

Busha reserves the right to update this agreement from time to time with or withoutnotice to you as regulations or operational requirements evolve. The date of the lastupdate 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 thechanges take effect. Once posted, they become legally binding on you; hence, youare advised to frequently check this page for any updates to this agreement.

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45. Independent Legal Advice

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

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46. Contact Us

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

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