Terms & Conditions

Welcome to Bluecole. These Terms and Conditions govern your use of Bluecole's B2B cross-border payment and financial services platform. By creating an account or accessing our services, you agree to be bound by these terms. Please also review our separate Privacy Policy which explains how we handle your personal data in compliance with the Nigeria Data Protection Act (NDPA) 2023 and the General Application and Implementation Directive (GAID) 2025.

1. Acceptance of Terms

By registering for, accessing, or using Bluecole's services, you represent that you are authorized to bind the business entity ("Client," "you," or "your organization") to these Terms and Conditions. If you do not agree with any provision herein, you must discontinue use of our platform immediately.

These terms constitute a legally binding agreement between your organization and Bluecole Technologies Limited ("Bluecole," "we," "us," or "our"), a company incorporated under Nigerian law.

2. Service Description

Bluecole provides B2B cross-border payment and financial services including but not limited to:

• International payment processing and settlement
• Foreign exchange services
• Multi-currency account management
• Payment tracking and reporting
• Trade finance and working capital solutions

We reserve the right to modify, suspend, or discontinue any part of our services at any time with reasonable notice to clients.

3. Account Registration and Eligibility

3.1 Eligibility Requirements

To use Bluecole's services, your organization must:

• Be a validly registered business entity
• Have authorized representatives who are at least 18 years of age
• Operate in compliance with all applicable laws and regulations
• Not be listed on any sanctions lists or operating in sanctioned jurisdictions

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that all information provided is accurate, current, and complete

4. KYC and Compliance Requirements

As a regulated financial services provider, Bluecole is required to comply with:

• Central Bank of Nigeria (CBN) Know Your Customer (KYC) regulations
• Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) laws
• Special Control Unit against Money Laundering (SCUML) requirements
• Nigeria Data Protection Act (NDPA) 2023

You agree to provide all requested documentation and information for identity verification, beneficial ownership disclosure, and ongoing compliance monitoring. Failure to provide required information may result in service suspension or termination.

5. Fees and Payments

5.1 Service Fees

You agree to pay all applicable fees for services as detailed in our fee schedule provided during account setup and available in your account dashboard. Fees may include:

• Transaction fees
• Foreign exchange spreads
• Account maintenance fees
• Premium service fees

5.2 Fee Changes

We reserve the right to modify our fee structure with 30 days' prior written notice. Continued use of services after the effective date constitutes acceptance of new fees.

5.3 Payment Terms

All fees are charged in Nigerian Naira (NGN) or other agreed currencies. Fees are non-refundable except as required by law or as specified in these terms.

6. Transaction Processing

6.1 Transaction Authorization

By submitting a payment instruction, you authorize Bluecole to execute the transaction according to your specifications. You represent that you have the right to authorize such transactions and that all information provided is accurate.

6.2 Transaction Limits

Transaction limits may apply based on your account type, verification level, and regulatory requirements. We reserve the right to reject or delay transactions that exceed limits or appear suspicious.

6.3 Processing Times

Transaction processing times vary based on destination, payment method, and banking intermediaries. While we strive for efficiency, we cannot guarantee specific delivery times and are not liable for delays caused by third-party institutions or regulatory holds.

7. Prohibited Activities

You agree not to use Bluecole's services for:

• Money laundering, terrorist financing, or any illegal activities
• Transactions involving sanctioned countries, entities, or individuals
• Fraudulent or deceptive transactions
• Unauthorized access to our systems or other users' accounts
• Circumventing security measures or violating applicable laws
• Operating without required licenses or regulatory approvals

Violation of these prohibitions may result in immediate account suspension, transaction reversal, reporting to authorities, and legal action.

8. Intellectual Property

All content, software, trademarks, and intellectual property on the Bluecole platform are owned by or licensed to Bluecole Technologies Limited. You are granted a limited, non-exclusive, non-transferable license to access and use our services for business purposes only.

You may not copy, modify, distribute, sell, or create derivative works from our platform without express written permission.

9. Limitation of Liability

To the maximum extent permitted by Nigerian law:

• Bluecole shall not be liable for indirect, incidental, consequential, or punitive damages
• Our total liability shall not exceed the fees paid by you in the 12 months preceding the claim
• We are not responsible for losses caused by force majeure, third-party actions, or circumstances beyond our reasonable control
• Services are provided "as is" without warranties of any kind, express or implied

Nothing in these terms excludes liability for fraud, gross negligence, or matters that cannot be excluded under Nigerian law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Bluecole Technologies Limited, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from:

• Your violation of these Terms and Conditions
• Your violation of any laws or regulations
• Your violation of third-party rights
• Unauthorized use of your account

11. Termination

11.1 Termination by You

You may terminate your account at any time by providing 30 days' written notice. You remain responsible for all pending transactions and fees accrued before termination.

11.2 Termination by Bluecole

We may suspend or terminate your account immediately without notice if:

• You breach these Terms and Conditions
• We suspect fraudulent, illegal, or suspicious activity
• Required by law or regulatory authorities
• You fail to provide required documentation or information

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

12.2 Dispute Resolution

In the event of any dispute arising from these terms:

• Negotiation: Parties shall first attempt to resolve disputes through good faith negotiation within 30 days
• Mediation: If negotiation fails, disputes shall be referred to mediation under the Lagos Multi-Door Courthouse (LMDC) rules
• Arbitration: Unresolved disputes shall be finally settled by arbitration under the Arbitration and Conciliation Act (ACA), with proceedings conducted in Lagos, Nigeria

12.3 Jurisdiction

The courts of Lagos State, Nigeria shall have exclusive jurisdiction over any legal proceedings arising from these terms.

13. Changes to Terms

We may update these Terms and Conditions periodically to reflect changes in our services, business practices, or legal requirements. We will notify you of material changes through:

• Email notification to your registered address at least 30 days before changes take effect
• Prominent notice on our platform dashboard
• Updated "Last Updated" date at the top of this document

Continued use of our services after the effective date of changes constitutes acceptance of the modified terms. If you do not agree to changes, you may terminate your account in accordance with Section 11.

14. General Provisions

14.1 Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and Bluecole.

14.2 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Waiver

No waiver of any provision shall be deemed a waiver of any other provision or subsequent breach.

14.4 Assignment

You may not assign or transfer these terms without our written consent. We may assign our rights and obligations without restriction.

15. Contact Information

For questions about these Terms and Conditions, please contact:

Acknowledgment and Agreement

By clicking "I Agree" or "Sign Up" or by continuing to use Bluecole's services, you acknowledge that you have:

• Read and understood these Terms and Conditions in their entirety
• Are authorized to bind your organization to these terms
• Agree to comply with all applicable laws and regulations in your use of our services
• Understand that our separate Privacy Policy governs data protection matters