Terms and Conditions

For the purposes of these Terms:

• "Services" means the Radian API integration platform, including all software, APIs, SDKs, documentation, and related services provided by Radian.
• "Customer" or "you" means the individual or legal entity that has been granted access to use the Services.
• "Payment Provider" means third-party payment service providers licensed by the Central Bank of Nigeria (such as Paystack, Flutterwave, Interswitch) that you connect to through our Services.
• "API" means the application programming interface provided by Radian that enables integration with Payment Providers.
• "Credentials" means API keys, tokens, passwords, or other authentication information required to access the Services.
• "Transaction Data" means data transmitted through the Services between your platform and Payment Providers, including transaction amounts, timestamps, status, and reference numbers.
• "Documentation" means the technical documentation, guides, and specifications provided by Radian for using the Services.

2.1 Business Use Only

Our Services are designed exclusively for business-to-business (B2B) use. By using the Services, you represent that:

• You are a legally registered business entity or authorized representative of such entity
• You are at least 18 years of age
• You have the legal authority to bind your organization to these Terms
• You are not located in a country subject to international sanctions

2.2 Access Request Process

Access to the Services is granted on a case-by-case basis following our evaluation process:

• You must submit an access request through our website with accurate business information
• We reserve the right to approve or deny access requests at our sole discretion
• Approval does not guarantee continued access; we may suspend or terminate access as outlined in Section 11

2.3 Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your Credentials and not sharing them with unauthorized parties
• All activities that occur under your account, whether authorized by you or not
• Immediately notifying us at hello@buildwithradian.xyz of any unauthorized access or security breach
• Ensuring that your use of the Services complies with all applicable laws and regulations

3.1 What We Provide

Radian provides:

• Integration Layer: Software APIs and SDKs that enable your platform to connect with multiple Payment Providers through a unified interface
• Routing Logic: Ability to configure rules for routing transactions to different Payment Providers
• Transaction Orchestration: Coordination of payment requests and responses between your platform and Payment Providers
• Monitoring and Logs: Real-time visibility into transaction status, API requests, and system performance
• Documentation and Support: Technical documentation, integration guides, and customer support

3.2 What We Do NOT Provide

Radian explicitly does NOT:

• Process, hold, custody, or handle customer funds
• Provide payment services or act as a payment service provider
• Obtain or require CBN licensing (as we are software-only, not a payment processor)
• Guarantee transaction success (this depends on Payment Providers)
• Store complete transaction details permanently (only logs and metadata as described in our Privacy Policy)
• Provide financial, legal, or regulatory advice regarding payment operations

3.3 Payment Provider Relationships

You acknowledge and agree that:

• You must establish your own direct contractual relationships with Payment Providers
• Radian is not a party to your agreements with Payment Providers
• Payment Providers' terms, fees, and policies apply to all payment transactions
• Radian is not responsible for Payment Provider actions, failures, or policies

4.1 Limited License Grant

Subject to your compliance with these Terms, Radian grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your internal business purposes
• Use our APIs and SDKs to integrate with Payment Providers
• Access Documentation for the purpose of implementing and using the Services

4.2 Restrictions

You may NOT:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
• Copy, modify, distribute, sell, lease, or sublicense the Services
• Use the Services to build a competing product or service
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) from the Services
• Access the Services through automated means (bots, scrapers) except as explicitly permitted by the API
• Exceed rate limits or attempt to circumvent access controls
• Share your Credentials with third parties or use another customer's Credentials
• Use the Services for any illegal purpose or in violation of any laws

4.3 Intellectual Property Ownership

Radian retains all right, title, and interest in and to the Services, including all intellectual property rights. These Terms do not grant you any ownership rights in the Services. Any feedback, suggestions, or ideas you provide about the Services become the property of Radian.

You agree to use the Services only for lawful purposes. You must NOT:

5.1 Prohibited Activities

• Use the Services to facilitate fraud, money laundering, terrorist financing, or other financial crimes
• Process transactions for illegal goods, services, or activities
• Violate any applicable laws, regulations, or third-party rights
• Transmit malware, viruses, or malicious code through the Services
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services in any manner that could damage, disable, or impair our infrastructure

5.2 Compliance Obligations

You are responsible for:

• Complying with all applicable Nigerian laws and regulations, including but not limited to CBN regulations, NDPR (Nigeria Data Protection Regulation), and anti-money laundering laws
• Ensuring your use of the Services complies with Payment Providers' terms and acceptable use policies
• Obtaining all necessary licenses, permits, and approvals for your business operations
• Conducting appropriate due diligence on your customers and transactions

5.3 Monitoring and Enforcement

We reserve the right to monitor use of the Services for compliance with these Terms. If we determine you have violated these Terms, we may take actions including suspension, termination, or reporting to relevant authorities.

6.1 Pricing

Pricing for the Services will be communicated to you separately and may be based on:

• Transaction volume
• Number of API calls
• Features and services selected
• Custom enterprise arrangements

6.2 Payment Terms

• Fees are payable in Nigerian Naira (NGN) unless otherwise agreed in writing
• Invoices are issued monthly (or as otherwise agreed) and are due within 30 days
• Late payments may incur interest charges of 2% per month
• All fees are exclusive of applicable taxes (VAT, withholding tax, etc.), which you are responsible for

6.3 Fee Changes

We reserve the right to modify our fees with 30 days' written notice. Continued use of the Services after the notice period constitutes acceptance of the new fees.

6.4 No Refunds

All fees paid are non-refundable except as required by law or as explicitly agreed in writing.

6.5 Suspension for Non-Payment

We may suspend your access to the Services if payment is overdue by more than 30 days, following written notice. Suspension does not relieve you of payment obligations.

7.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.2 Your Data Responsibilities

You represent and warrant that:

• You have obtained all necessary consents and permissions to share Transaction Data through our Services
• Your use of the Services complies with NDPR and other applicable data protection laws
• You will not transmit any data through our Services that you do not have the right to transmit

7.3 Data Processing

You acknowledge that Transaction Data will pass through our systems to facilitate integration with Payment Providers. We process this data as described in our Privacy Policy and do not permanently store complete transaction details.

7.4 Security Incidents

In the event of a security incident affecting your data, we will notify you in accordance with applicable laws and our Privacy Policy.

8.1 Service Level

We strive to maintain high availability of the Services. However:

• We do not guarantee uninterrupted or error-free service
• Scheduled maintenance will be communicated in advance when possible
• Emergency maintenance may occur without notice
• Service availability may be affected by factors outside our control (Payment Provider downtime, internet connectivity, etc.)

8.2 Support

Technical support is provided via email at hello@buildwithradian.xyz. Support hours and response times will be communicated separately based on your service tier.

8.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation.

9.1 Service "AS IS"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the Services will be uninterrupted or error-free
• Warranties regarding the accuracy or reliability of results
• Warranties that defects will be corrected

9.2 No Responsibility for Third Parties

We are not responsible for:

• Actions, errors, or omissions of Payment Providers
• Failed transactions due to Payment Provider issues
• Compliance of Payment Providers with their obligations
• Changes to Payment Provider APIs, fees, or policies
• Your relationships with your customers or Payment Providers

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RADIAN SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages resulting from use or inability to use the Services
• Damages caused by third parties (including Payment Providers)

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID TO RADIAN IN THE 12 MONTHS PRECEDING THE CLAIM, OR NGN 100,000, WHICHEVER IS GREATER.

9.4 Basis of the Bargain

You acknowledge that these disclaimers and limitations reflect a reasonable allocation of risk and are fundamental elements of the agreement between you and Radian. The Services would not be provided without these limitations.

You agree to indemnify, defend, and hold harmless Radian, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any laws, regulations, or third-party rights
• Transactions processed through your use of the Services
• Disputes between you and your customers, suppliers, or Payment Providers
• Your breach of any representations or warranties made in these Terms

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense.

11.1 Term

These Terms commence when you first access the Services and continue until terminated by either party as described below.

11.2 Termination by You

You may terminate your use of the Services at any time by:

• Providing written notice to hello@buildwithradian.xyz
• Ceasing all use of the Services and destroying any Credentials

Termination does not relieve you of payment obligations for Services rendered prior to termination.

11.3 Termination by Radian

We may suspend or terminate your access to the Services immediately, with or without notice, if:

• You breach any provision of these Terms
• Your account is delinquent on payment
• Your use poses a security risk or violates applicable laws
• We are required to do so by law or regulatory authority
• We decide to discontinue the Services (with reasonable notice)

11.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You must cease all use of our APIs, SDKs, and Documentation
• You remain liable for all fees accrued prior to termination
• Sections that by their nature should survive termination (including Sections 4.3, 7, 9, 10, 12, and 13) will remain in effect

11.5 Data Retention After Termination

After termination, we will retain and handle your data in accordance with our Privacy Policy and applicable legal obligations.

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

12.2 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good-faith negotiations. Either party may initiate negotiations by providing written notice to the other party.

12.3 Arbitration

If the dispute cannot be resolved through negotiations within 30 days, the parties agree to submit the dispute to binding arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria 2004).

The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within 14 days, the arbitrator shall be appointed by the Lagos Multi-Door Courthouse.

The language of the arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

12.5 Jurisdiction

Subject to the arbitration provision above, you agree to submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Radian regarding the Services and supersede all prior agreements and understandings.

13.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Updating the "Last Updated" date
• Sending email notification to your registered email address
• Posting a notice on our website

Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services.

13.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

13.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13.7 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.8 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

13.9 Language

These Terms are drafted in English. Any translation is provided for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.

13.10 Notices

All notices under these Terms shall be in writing and delivered by email or registered mail to:

Notices to you will be sent to the email address associated with your account.

If you have questions about these Terms or need to contact us for any reason, please reach out: