Breally Terms and Conditions

Who we are and how to contact us

Welcome to Breally! These Terms and Conditions (“Terms“) govern your access to and use of Breally’s platform, including our website http://breally.co, mobile applications, APIs, and all associated services (collectively, the “Platform“), provided by Breally Technologies Limited (“Breally“, “we“, “our“, “us“), a company duly registered in the Federal Republic of Nigeria.

By registering for an account, accessing, browsing, or using any part of our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of use, which together with our privacy policy govern Breally’s relationship with you in relation to this website. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, please do not use our website. We recommend that you print a copy of these terms for future reference. If you do not agree with any part of these Terms, you must not use our Platform.

• Definitions

• Account: The registered profile created by a User to access and use the Platform.
• Affiliate: A User who promotes Merchants or the Platform and may earn commissions.
• Applicable Law: Any law, statute, regulation, ordinance, judgment, decree, treaty, rule, or common law applicable to the User or the Platform.
• Buyer: A User who purchases goods or services offered by Merchants on the Platform.
• Breally Content: All text, graphics, images, software, audio, video, information, data, and other materials available on or through the Platform, excluding User Content.
• Breally Wallet: A virtual account provided by Breally where users may house funds for easy usage on the platform, or as otherwise determined in these Terms.
• Content: Any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials that Users upload, post, publish, display, or otherwise make available on or through the Platform (“User Content“).
  
• Corporate Affairs Commission (CAC): The regulatory body in Nigeria responsible for the registration of companies.
• Dispute: A disagreement between a Buyer and a Merchant regarding a transaction conducted on the Platform.
• KYC: The process of verifying the identity of Users, particularly Merchants, which may include collecting identification documents, business registration details, and beneficial ownership information, as required by Applicable Law and our internal policies.
• Merchant: A User who offers goods or services for sale to Buyers via a storefront on the Platform.
• NFIU: The Nigerian Financial Intelligence Unit.
• NDIC: The Nigeria Deposit Insurance Corporation.
• Platform: Collectively refers to Breally’s website, mobile applications, APIs, and all associated services.
• Refund and Return Policy: Breally’s separate policy governing the procedures and conditions for refunds and returns, available at http://breally.co/refund-policy.
• Reseller: A User who purchases goods from Merchants with the intention of reselling them.
• SCUML: The Special Control Unit against Money Laundering.
• Service Level Agreement (SLA): A separate agreement (if applicable) outlining Breally’s commitments regarding the availability and performance of the Platform.
• User: Any individual or entity that uses the Platform, including Buyers, Merchants, Affiliates, and Resellers.

• Eligibility and Account Creation

1. 1. 1. Age Requirement: By registering for an Account, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into binding contracts under Applicable Law.
      2. Information Accuracy: You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.
         
      3. Business Registration (Merchants): If you are registering as a Merchant on behalf of a business entity, you represent and warrant that you are duly authorized to act on behalf of that entity and that the business is validly registered with the CAC or other relevant regulatory body in its jurisdiction. You will provide proof of such registration upon our request.
      4. Account Verification: Breally reserves the right to verify the information you provide during registration and at any time thereafter. This may include requesting additional information or documentation.
      5. One Account Per User: Unless explicitly permitted by Breally in writing, each individual or business entity may only register for one Account of each type (e.g., one Buyer Account, one Merchant Account).

• Account Registration and Verification Procedures

When registering for an Account, you will be required to provide certain information, which may include:

1. For Individuals:

   • Full legal name
   • Valid government-issued identification (e.g., National Identity Number (NIN), Passport, Driver’s License)
   • Bank Verification Number (BVN)
   • Current residential address and proof of address (e.g., recent utility bill)
   • Contact information (email address, phone number)

2. For Businesses:

   • Registered business name
   • Certificate of Incorporation or equivalent registration document issued by the CAC or relevant authority
   • Tax Identification Number (TIN)
   • Registered business address and proof of address
   • Details of beneficial owners and directors, including their KYC information as required for individuals
   • Contact information for authorized representatives (email address, phone number)
3. Ongoing Verification: Breally may periodically request updated KYC information or additional documentation to ensure compliance with regulatory requirements and our internal policies. Failure to provide this information may result in the suspension or termination of your Account.
   

• Merchant Obligations:

By onboarding as a Merchant on the Platform, you expressly agree to the following terms and conditions in addition to the general terms applicable to all Users:

• General terms:

1. • Order Fulfillment: You are solely responsible for fulfilling all orders placed through your storefront in a timely, accurate, professional, and lawful manner, adhering to the agreed- upon specifications and delivery timelines.
   • Clear Policies: You must clearly and conspicuously display your return, refund, shipping, and any other relevant policies on your storefront, ensuring they are consistent with and no less protective of Buyers than Breally’s Refund and Return Policy http://breally.co/refund-policy.
   • Product Representation: You warrant that all product listings, descriptions, images, and other information you provide are accurate, truthful, and not misleading in any way. You must not misrepresent the quality, features, or availability of your products or services.
   • Compliance with Laws: You are solely responsible for ensuring that your products, services, and business operations comply with all Applicable Laws, including but not limited to consumer protection laws, product safety regulations, and tax obligations.
   • Customer Service: You are responsible for providing reasonable customer service to Buyers regarding their purchases, inquiries, and complaints.
   • Prohibited Activities: You agree not to engage in any fraudulent, deceptive, illegal, or unethical business practices on the Platform. This includes, but is not limited to, listing counterfeit goods, engaging in price manipulation, or spamming Buyers.

2. Merchant Account Restrictions:

   • Breally reserves the right to investigate any suspected violations of these Terms or any other Breally policies.
   • Based on the outcome of such investigations, Breally may, at its sole discretion, take actions including but not limited to: issuing warnings, suspending or terminating your Merchant Account, withholding funds in your Breally Wallet, imposing penalties or fines, and reporting your activities to relevant authorities.
   • Breally may also temporarily restrict access to your Account or funds during an investigation.
   • Breally is not obligated to provide a reason for its decisions regarding Account restrictions, although we will endeavor to provide notice where reasonably possible.
     

• Data Security

Breally will take reasonable measures to ensure that any information you share through its platform is handled securely and in compliance with applicable data protection laws and relevant privacy policies. However, Breally is not responsible for the data handling practices of third-party service providers, and users are encouraged to review the privacy policies of any such providers independently.

• Fees and Charges

1. 1. Payment Gateway Fees: Payments processed through third-party payment gateways may be subject to applicable processing fees. These fees will be deducted from the payment amount before the funds are credited to your Breally Wallet. Details of such fees may be made available through your Merchant Dashboard or on the respective payment gateway’s platform.

1. Shipping Fees: Breally may charge shipping fees for orders fulfilled through its platform. These fees will be automatically deducted from the user’s Breally Wallet and will be disclosed on the pricing page.
2. POS Fees (If Applicable): If Breally provides or integrates with Point of Sale (POS) services, separate fees may apply, which will be communicated to you at the time of utilizing those services.
3. Deduction of Fees: You authorize Breally to deduct all applicable fees and charges from the proceeds of your sales before disbursing the funds to your designated bank account.
4. Changes to Fees: Breally reserves the right to modify its fee structure at any time. We will provide reasonable notice of any material changes to the fees by posting the updated fee information on the pricing page or through other communication channels. Your continued use of the Platform after the effective date of any fee changes constitutes your acceptance of the new fees.

• Anti-Money Laundering and Counter-Terrorism Financing (AML/CFT) Compliance

1. 1. 1. Compliance with Laws: Breally is committed to complying with all Applicable Laws and regulations related to AML/CFT, including the Money Laundering (Prohibition) Act 2022 (as amended), the CBN AML/CFT Regulations, and guidelines issued by the NFIU and other relevant authorities.
      2. KYC Obligations: You agree to provide accurate and complete KYC documentation and any other information we may request to comply with our AML/CFT obligations. You are responsible for ensuring that the information you provide remains current and accurate.
         
      3. Prohibited Activities: You represent and warrant that you will not use the Platform for any activities that constitute money laundering, terrorism financing, or any other unlawful activity. You will not conduct transactions involving illicit funds or engage in activities intended to conceal the origin of funds.
      4. Suspicious Activity Reporting: Breally reserves the right to monitor transactions and Account activity for suspicious patterns. If we detect any activity that we deem suspicious or potentially related to money laundering or terrorism financing, we may:
         • Flag the transaction or Account for further review.
         • Suspend or terminate your Account.
         • Withhold funds in your Breally Wallet.
         • Report the suspicious activity to the relevant regulatory authorities without prior notice to you, as required by Applicable Law.
      5. Cooperation with Authorities: You agree to cooperate fully with Breally and any regulatory authorities in any investigation related to potential AML/CFT violations.

• Refunds, Returns, and Disputes

1. 1. Buyer Protection Framework: Breally is committed to providing a fair and secure technological platform for Users. To this end, we enforce a user protection framework as outlined in our Refund and Return Policy http://breally.co/refund-policy.
   2. Merchant Obligations Regarding Refunds and Returns: As a Merchant, you agree to As a Merchant, you are required to maintain and clearly communicate your own refund and return policy to Buyers. This policy must be fair, transparent, and compliant with applicable consumer protection laws. In the absence of a clearly stated and accessible refund and return policy by you, Breally’s http://breally.co/refund-policy shall automatically apply and govern all refund and return requests made by Buyers for your products.

You may refer to Breally’s Refund and Return Policy http://breally.co/refund-policy as a

guideline when drafting your own policy. This policy must, at a minimum, address the following:

• The acceptance of returns and issuance of refunds for products that are defective, misrepresented, or undelivered;
• The timelines and procedures for processing refund and return requests, including how and when Buyers should initiate such requests;
• The party responsible for shipping and return costs in various circumstances, including defective or wrongly delivered items.
  

1. Dispute Resolution Process:

   • If a Buyer has an issue with a purchase, they may initiate a Dispute through the Platform within the timeframe specified in the Refund and Return Policy http://breally.co/refund- policy.
   • Breally will facilitate communication between the Buyer and the Merchant to attempt to resolve the Dispute amicably.
   • You agree to respond to and engage in the dispute resolution process in a timely and cooperative manner.
   • If the Buyer and Merchant are unable to resolve the Dispute between themselves, Breally may, in its sole discretion, review the information provided by both parties and make a final determination in accordance with our Refund and Return Policy http://breally.co/refund-policy. This decision will be binding on both the Buyer and the Merchant.
   • Breally reserves the right to suspend the Merchant’s Breally account or future earnings to fund refunds or resolve Disputes in favor of the Buyer, as deemed appropriate under the Refund and Return Policy http://breally.co/refund-policy.

• Intellectual Property

1. 1. 1. Breally Content Ownership: All Breally Content, including but not limited to logos, trademarks, service marks, design, text, graphics, images, software, audio clips, video clips, and the user interface of the Platform, is owned by or licensed to Breally and is protected by copyright, trademark, and other intellectual property laws.
      2. Limited License: Breally grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform and Breally Content solely for the purpose of using the services provided by Breally in accordance with these Terms.
      3. Restrictions: You may not reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any Breally Content without the express prior written consent of Breally. You may not reverse engineer, decompile, or attempt to extract the source code of any software used in the Platform, except to the extent expressly permitted by Applicable Law.
      4. User Content: You retain ownership of any User Content you submit, post, or display on or through the Platform. However, by submitting User Content, you grant Breally a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub-licensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, and distribute such User Content in connection with the operation and promotion of the Platform.
         
      5. Infringement: You represent and warrant that you have all necessary rights to the User Content you provide and that your User Content does not infringe upon the intellectual property rights or other rights of any third party. You agree to indemnify and hold Breally harmless from any claims, damages, losses, or expenses arising out of or related to any alleged infringement of third-party rights by your User Content.

• Limitation of Liability

1. 1. “As Is” Basis: The Platform and all Breally Content are provided on an “as is” and “as available” basis without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.
   2. No Endorsement of User Content: Breally does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Breally expressly disclaims any and all liability in connection with User Content.
   3. Third-Party Merchants: You acknowledge that Breally is a platform connecting Buyers and Merchants. We are not responsible for the products or services offered by third-party Merchants, including but not limited to their quality, safety, legality, or delivery. Any issues or disputes regarding such products or services are solely between the Buyer and the Merchant.
   4. Exclusion of Certain Damages: To the maximum extent permitted by Applicable Law, Breally shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or relating to your use of or inability to use the Platform, even if Breally has been advised of the possibility of such damages.
   5. Technical Failures: Breally shall not be liable for any loss or damage arising from technical failures, system outages, viruses, or other technologically harmful material that may infect your computer equipment, software, data, or other proprietary material due to your use of the Platform or downloading of any content from it.
   6. Cap on Liability: To the maximum extent permitted by Applicable Law, the total aggregate liability of Breally to you for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (a) the total amount of fees you have paid to Breally in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred United States Dollars (USD $100).
   7. Exceptions: Nothing in these Terms shall exclude or limit Breally’s liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Applicable Law.
      

• Termination

1. 1. 1. Termination by Breally: Breally may, at its sole discretion and without prior notice, suspend or terminate your Account and/or your access to all or any part of the Platform for any reason, including but not limited to:
         • Your breach of these Terms or any other Breally policies.
         • Repeated violations of the Refund and Return Policy http://breally.co/refund-policy.
         • Suspected fraudulent or illegal activity.
         • Provision of false, inaccurate, or incomplete information.
         • Failure to respond to our inquiries or requests in a timely manner.
         • Legal or regulatory directives.
         • Conduct that Breally, in its sole discretion, deems harmful to the Platform, other Users, or Breally’s reputation.
      2. Termination by User: You may terminate your Account at any time by providing written notice to Breally via email at [email protected]. Termination will be effective upon Breally’s receipt and processing of your request, which will typically occur within a reasonable timeframe.
      3. Effect of Termination: Upon termination of your Account:
         • Your right to access and use the Platform will immediately cease.
         • Any pending transactions may be cancelled.
         • Any funds held in your Breally Wallet may be subject to our policies and Applicable Law. Breally reserves the right to withhold funds if there is a reasonable suspicion of fraud or other violations of these Terms, or as required by legal or regulatory obligations.
         • You remain responsible for any outstanding obligations to Breally or other Users incurred prior to termination.
         • Sections 1, 9, 10, 12, 14, and any other provisions that by their nature should survive termination shall survive the termination of these Terms.

• Governing Law and Jurisdiction

1. 1. 1. Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.
         
      2. Jurisdiction: Any legal suit, action, or proceeding arising out of or relating to these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts located in Lagos State, Federal Republic of Nigeria. You irrevocably submit to the personal jurisdiction of such courts and waive any objection to the venue of such courts.

• Modifications to These Terms

1. 1. 1. Right to Modify: Breally reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on the Platform or by sending you an email to the email address associated with your Account. The date of the latest revision will be indicated at the top of these Terms.
      2. Continued Use Constitutes Acceptance: Your continued access to or use of the Platform after the effective date of any modifications to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform and may terminate your Account.
      3. Other Policies: Breally may also update its other policies (including but not limited to the Refund and Return Policy and Privacy Policy) from time to time. These updates will be posted on the Platform, and your continued use of the Platform after such updates constitutes your acceptance of the revised policies.

• Contact Information

For any legal notices, inquiries, or support:

Email: [email protected]
Phone: +234-916-000-3126 
Physical Address: 3rd Floor, Regus office, Lennox mall, 3 admiralty way, Eti Osa, Lekki 105102.

• Entire Agreement

These Terms, together with any other policies and agreements referenced herein (including but not limited to the Refund and Return Policy and Privacy Policy), constitute the entire agreement between you and Breally concerning the Platform and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Breally with respect to the subject matter hereof.

• Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

• No Waiver

The failure of Breally to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Breally.

• Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Breally. Breally may assign or transfer all or any part of its rights or obligations under these Terms without your consent.

• Privacy and Data Protection

Your use of the Platform is subject to our Privacy Policy, which outlines how we collect, use, disclose, and safeguard your personal data. By using the Platform, you acknowledge and consent to the practices described in the Privacy Policy.

Where required under applicable data protection laws (including the NDPA), Third-Parties may act as data processors on behalf of Breally, and your data may be shared with them for lawful processing under our mutual obligations.

• Force Majeure

Breally shall not be liable for any failure to perform its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

• Feedback

You may submit feedback, comments, and suggestions regarding the Platform (“Feedback“). By submitting Feedback, you grant Breally a non-exclusive, royalty-free, perpetual, irrevocable, sub- licensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without any obligation to you.