Terms of Service

1.1These Terms of Service (the “Terms”) constitute a binding agreement between you (“you”, “Customer”) and RVO Trading Limited, a private company limited by shares incorporated in the Federal Republic of Nigeria, having its registered office in Lagos (“RVO Trading”, “we”, “us”, “our”).

1.2“Service” means the trade-facilitation service operated under the brand “Naira to RMB” through the website at nairatormb.com, by which Customers commission RVO Trading to procure and settle Renminbi-denominated payments to third-party Chinese merchants and suppliers via Alipay, in exchange for Naira consideration paid to RVO Trading by bank transfer.

1.3“Request” means a discrete instruction submitted by a Customer through the Service, identifying the Alipay recipient, the Renminbi sum to be settled, and any related information required by RVO Trading to perform that instruction.

1.4“Naira”, “NGN” and the symbol “₦” mean the lawful currency of the Federal Republic of Nigeria. “RMB”, “CNY” and the symbol “¥” mean the lawful currency of the People’s Republic of China. “Alipay” means the mobile-payment platform operated by Ant Group Co., Ltd. or its affiliates.

2.1Trade facilitation, not money transfer. The Service is a trade-facilitation arrangement. Each Request constitutes your instruction to RVO Trading, acting as your commercial agent, to procure on your behalf the settlement of a Renminbi-denominated payment to a Chinese merchant or supplier identified by you. The Naira sums you pay to RVO Trading are consideration for that procurement and facilitation service and are not held by RVO Trading on trust for you.

2.2What we are not. RVO Trading is not a deposit-taking institution, a money-transfer operator, a bureau de change, a payment service provider, an international money-transfer operator or a switching and processing company, and is not licensed by the Central Bank of Nigeria under the Banks and Other Financial Institutions Act 2020 or any related framework. RVO Trading does not offer, hold, manage or operate accounts, wallets, balances, credit lines or investment products for you or for any other person.

2.3Scope. The Service is offered to persons resident in Nigeria, in respect of supplier and merchant recipients located in mainland China. We do not restrict the city, region, e-commerce platform or industry of the recipient, provided the underlying engagement is lawful.

2.4Discrete engagements. Each Request is a separate, discrete engagement. Completion of one Request does not create any continuing obligation between you and RVO Trading except as expressly set out in these Terms.

3.1By creating an account or submitting a Request, you acknowledge that you have read, understood and agreed to be bound by these Terms and by our Privacy Policy.

3.2You represent and warrant that you are at least 18 years of age, have full legal capacity to enter into a binding contract, and, where you submit a Request on behalf of a body corporate or partnership, that you are duly authorised to do so on behalf of that entity.

3.3We may modify these Terms from time to time. Material changes will be notified to you by email or through the Service prior to taking effect. Continued use of the Service after the effective date of any change constitutes your acceptance of the modified Terms.

4.1To submit a Request you must register an account. You must provide your true, current, accurate and complete legal name, Nigerian phone number, valid email address and, where required, any further identifying information.

4.2You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised access.

4.3We may, at our sole discretion, refuse to open, suspend or close any account where we reasonably suspect that the information provided is inaccurate, that the account is being used contrary to these Terms, or that further use of the account would expose RVO Trading or the Service to legal, regulatory or reputational risk.

5.1You file a Request by specifying the RMB amount, the recipient Alipay account, the recipient name as registered on Alipay, and any further information requested. The Naira consideration payable for the Request is computed at the rate and fee percentage then displayed in your account at the moment of submission and is locked at that figure.

5.2You undertake to transfer the Naira consideration to the bank account designated in your account, quoting the unique reference issued for the Request. You agree to upload, through the Service, a clear copy of the bank receipt or transfer confirmation (in JPG, PNG or PDF format).

5.3Once we have verified receipt of the Naira sum, settlement to the recipient’s Alipay account typically completes within a few minutes. We undertake to complete settlement no later than the end of the same Nigerian business day on which verification was performed. Where verification is performed outside Nigerian business hours, settlement will be effected on the first business hour of the next business day. Timing is subject to availability of the Alipay network and factors outside our reasonable control.

5.4Once a Request has been submitted and the rate locked, the Customer may not unilaterally amend the Request. We may, at our discretion, accommodate amendment requests where settlement has not yet been effected and any associated costs may be applied.

6.1Our facilitation fee is set out on the Rates page of the Service. The fee is all-inclusive of our charges, and there is no separate foreign-exchange spread, card surcharge or settlement fee applied.

6.2The NGN-per-RMB rate published on the Service is set by RVO Trading at its commercial discretion and is updated daily on each Nigerian business morning. The rate prevailing at the moment of your submission is locked for that Request.

6.3Bank charges (if any) levied by your bank or our bank in respect of the Naira transfer are for your account.

7.1Where the recipient’s Alipay account rejects or returns the settlement (for reasons including but not limited to incorrect recipient details, a frozen or restricted account, or compliance holds at Alipay), the settled amount will be returned to RVO Trading.

7.2We will refund the Customer’s Naira consideration, net of a reversal fee disclosed to the Customer at the time, to the Nigerian bank account from which the Customer’s Naira transfer was originally sent. The reversal fee covers our recovery costs and is not refundable.

7.3We will refund within one (1) Nigerian business day of receipt of the returned funds, subject to verification.

You represent, warrant and undertake to us on each occasion you file a Request that:

8.1The information you provide in respect of yourself and the Request (including recipient details and underlying purpose) is true, accurate, current and complete.

8.2The Naira sums you transfer to RVO Trading derive from your own lawful resources or from those of a principal you are duly authorised to act for, and are not the proceeds of any criminal conduct.

8.3The underlying goods, services or other consideration to be settled in RMB are themselves lawful in both Nigeria and the People’s Republic of China and are not subject to any prohibition, embargo or restriction described in Section 10 below.

8.4Neither you nor any beneficial owner, controller, or recipient connected to the Request is, or is owned or controlled by, any person, entity or jurisdiction that is the subject of sanctions administered by the United Nations Security Council, the United States Office of Foreign Assets Control, the United Kingdom, the European Union, or by Nigerian authorities.

8.5You are not a Politically Exposed Person (PEP) within the meaning of the Money Laundering (Prevention and Prohibition) Act 2022 (or any successor legislation) without having disclosed that status to us in writing.

8.6Your use of the Service does not violate, and is not designed to circumvent, any applicable law (including but not limited to Nigerian foreign-exchange, anti-money-laundering, counter-terrorism, tax, customs and import laws).

9.1RVO Trading is committed to compliance with the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act 2022, the relevant regulations of the Central Bank of Nigeria and the Nigerian Financial Intelligence Unit, and corresponding international frameworks.

9.2We may at any time, and without prior notice, refuse, delay, freeze, terminate or report any Request or account where we reasonably suspect that the Request is connected to money laundering, financing of terrorism, fraud, sanctions evasion or any other unlawful purpose. We may take such steps without incurring any liability to you.

9.3We may be required by law to disclose information about you or your Requests to Nigerian or foreign competent authorities. You consent to such disclosure and agree that we are not obliged to notify you of any such disclosure.

You may not use the Service in connection with, or for the benefit of:

(a)goods, services, software or technology subject to export control, dual-use restrictions, embargoes or sanctions;

(b)narcotic drugs, controlled substances, weapons, ammunition, explosive or radioactive material;

(c)counterfeit, infringing or otherwise unlawful goods or services;

(d)gambling, adult, sexual-exploitation or human-trafficking activity;

(e)any unlicensed financial services, including virtual assets where this would breach applicable law;

(f)any person or entity on a sanctions list referred to in Section 8.4;

(g)the artificial structuring of multiple Requests to evade any reporting threshold or our risk controls.

11.1We may require you, at any time and from time to time, to provide additional identification, source-of-funds documentation, proof of address, business registration, beneficial-ownership information or other materials necessary for us to discharge our compliance obligations.

11.2Failure to provide requested information within the time we specify is grounds for suspension or termination of your account and/or refusal of any pending Request.

12.1The underlying commercial relationship between you and your supplier or merchant is a matter solely between you and that supplier or merchant. RVO Trading is not a party to that relationship and is not a guarantor, surety, escrow agent or insurer in respect of it.

12.2We make no representation and give no warranty as to the quality, safety, lawfulness, conformity, timing of delivery or any other characteristic of any goods or services to be supplied by your recipient. Once settlement to the recipient’s Alipay has been completed, you bear the full risk of any disputes with that recipient.

12.3We will reasonably cooperate with proper requests for transaction records in connection with a bona fide dispute, but we are under no obligation to recover funds settled to a recipient.

13.1Nothing in these Terms creates a relationship of partnership, joint venture, agency (except as expressly set out in Section 2.1), banker-customer, trustee-beneficiary, or other fiduciary relationship between you and RVO Trading.

13.2We do not hold balances, deposits or wallets for you. Naira sums paid to us are paid as consideration for services rendered or to be rendered under a specific Request.

13.3We do not provide investment, tax, foreign-exchange, regulatory or legal advice. You should obtain independent professional advice where appropriate.

Neither party shall be liable for any failure or delay in performance to the extent caused by acts of God, war, terrorism, insurrection, government or regulatory action, court order, judicial process, strike or labour dispute, internet, banking or telecommunications failure, the unavailability or material degradation of the Alipay platform, sanctions, or any other event beyond that party’s reasonable control.

15.1We may suspend or terminate your access to the Service at any time, with or without notice and with or without cause. We will endeavour, but are not obliged, to give reasons.

15.2You may close your account at any time by written notice to hello@nairatormb.com. Closure does not relieve you of any obligation accrued prior to closure.

15.3Sections 7, 8, 9, 10, 12, 13, 16, 17, 18, 23 and 24 survive termination.

16.1To the maximum extent permitted by Nigerian law, our aggregate liability to you arising out of or in connection with any single Request, whether in contract, tort (including negligence), statute, equity or otherwise, is limited to the Naira consideration paid by you in respect of that Request, refundable to the extent and on the terms set out in Section 7.

16.2We will not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profit, business, contracts, revenue, goodwill, opportunity, data, supplier relationship, shipment, delivery date or commercial reputation, however arising.

16.3Nothing in these Terms excludes or limits liability that, under applicable Nigerian law, cannot be excluded or limited.

You agree to indemnify, defend and hold harmless RVO Trading and its officers, directors, employees, agents and successors from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or relating to (a) your breach of these Terms or of any representation or warranty given by you under them; (b) your use of the Service; (c) any third-party claim arising from a Request you filed; or (d) any breach by you of applicable law.

All trademarks, trade names, logos, copyrights, design rights, database rights and other intellectual property rights in or relating to the Service and the “Naira to RMB” brand are and remain the property of RVO Trading or its licensors. No right or licence is granted to you save the limited, revocable, non-exclusive licence to use the Service in accordance with these Terms.

Our processing of your personal data is governed by our Privacy Policy, which forms part of these Terms. We process personal data in accordance with the Nigeria Data Protection Act 2023 and any regulations issued thereunder.

20.1You consent to receive notices and other communications from us in electronic form (by email, in-app message or otherwise) and you agree that such electronic communications satisfy any legal requirement of writing.

20.2Notices to us must be sent to hello@nairatormb.com.

You are solely responsible for determining and discharging any tax obligations that arise for you in connection with your use of the Service, including but not limited to value-added tax, withholding tax, customs duty and personal or corporate income tax. We do not provide tax advice.

22.1If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, that provision shall be modified or severed only to the extent necessary, and the remaining provisions shall remain in full force.

22.2These Terms, together with the Privacy Policy and any pricing or limits set out on the Service from time to time, constitute the entire agreement between you and RVO Trading in relation to the Service and supersede all prior representations, communications and agreements.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.

24.1The parties shall use reasonable efforts to resolve any dispute amicably and in good faith. Either party may give the other written notice of a dispute, and the parties shall consult for a period of fourteen (14) days from such notice.

24.2Failing amicable resolution within that period, the dispute shall be referred to the exclusive jurisdiction of the courts of Lagos State, Nigeria. Either party may, at its election, alternatively refer the dispute to arbitration in Lagos under the Arbitration and Mediation Act 2023, conducted in the English language by a sole arbitrator appointed by the Chartered Institute of Arbitrators (Nigeria Branch).

24.3Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction.

Questions about these Terms can be sent to hello@nairatormb.com. Our registered office is in Lagos, Nigeria.