Legal Framework

Terms & Privacy Policy

Effective Date: July 10, 2026 | Last Updated: July 10, 2026

PART A : TERMS OF USE

1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms of Use (“Terms”) govern access to and use of the XchangeBOX mobile application, website, and related services (together, the “Platform”), operated by XchangeBOX Capital Limited and/or its affiliates XchangeBOX Technologies Limited and XchangeBOX Solutions Limited (collectively “XchangeBOX”, “we”, “us”).

1.2 By creating an account, accessing, or using the Platform, you agree to be bound by these Terms, our Privacy Policy (Part B below), our Risk Disclosure Statement, and any product-specific agreement applicable to you (including the Trade Financing Agreement, where relevant). If you do not agree, you must not use the Platform.

2. DEFINITIONS

  • “Investor” means a person who invests funds through the Platform's crowdfunding intermediation service.
  • “Trader” means an SME, agri-trader, agritech platform, or smallholder farmer that receives trade financing through the Platform.
  • “Trustee” means the independent party appointed to hold and administer Investor funds and to enforce recovery rights on Investors' behalf.
  • “Facility” means any trade financing extended to a Trader under a Trade Financing Agreement.

3. ELIGIBILITY

3.1 You must be at least 18 years of age, possess the legal capacity to contract under Nigerian law, and complete the KYC/identity-verification process to use the Platform.

3.2 Investors must invest within the thresholds prescribed for their investor category under the SEC Crowdfunding Rules. We reserve the right to request further verification or to decline or limit an investment to ensure compliance.

4. DESCRIPTION OF SERVICES

4.1 XchangeBOX operates a SEC-licensed crowdfunding intermediation platform that connects Investors with trade financing opportunities extended to vetted Traders in the agricultural and SME trade sectors.

4.2 XchangeBOX acts as intermediary and, where applicable, agent facilitating the Facility; it does not itself guarantee repayment of any Facility by a Trader.

5. ACCOUNT REGISTRATION AND KYC/AML

5.1 You agree to provide accurate, current, and complete information during registration and to promptly update such information as it changes.

5.2 You authorise XchangeBOX to conduct identity verification, KYC, AML, and credit checks (including via BVN/NIN validation and third-party services such as Mono and CreditChek) as a condition of using the Platform.

6. INVESTOR TERMS

6.1 Before investing, you must read and acknowledge the Risk Disclosure Statement. Investments are subject to availability and to the eligibility and disbursement conditions applicable to each Facility.

6.2 Funds are held in a segregated custodian/trust account pending disbursement and are administered by the Trustee in accordance with the governing custodial arrangement.

7. TRADER TERMS

7.1 A Trader's access to financing is subject to separate execution of a Trade Financing Agreement, which sets out the facility amount, repayment terms, security, and default remedies applicable to that Trader.

7.2 Nothing in these Terms limits or overrides the specific obligations, security, and remedies contained in a Trader's Trade Financing Agreement.

8. FEES AND CHARGES

XchangeBOX may charge origination, facilitation, administration, or other fees as disclosed on the Platform or in the applicable Facility documentation prior to your commitment.

9. INTELLECTUAL PROPERTY

All content, trademarks, and technology on the Platform are owned by or licensed to XchangeBOX and may not be copied, reproduced, or used without prior written consent.

10. PROHIBITED CONDUCT

  • Providing false or misleading information during onboarding or in connection with any Facility.
  • Using the Platform for money laundering, terrorism financing, or any unlawful purpose.
  • Circumventing the Platform to conduct a financed trade transaction outside XchangeBOX.
  • Interfering with the security or operation of the Platform.

11. SUSPENSION AND TERMINATION

We may suspend or terminate your account for breach of these Terms, suspected fraud, regulatory requirement, or non-payment, without prejudice to any rights or remedies already accrued under a Trade Financing Agreement or otherwise.

12. LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by law, XchangeBOX shall not be liable for indirect, incidental, or consequential loss arising from use of the Platform, or for the default of any Trader.

12.2 Nothing in these Terms excludes liability that cannot be excluded under Nigerian law.

13. INDEMNIFICATION

You agree to indemnify and hold harmless XchangeBOX, the Trustee, and their respective officers and agents against any claims, losses, or liabilities arising from your breach of these Terms or misuse of the Platform.

14. THIRD-PARTY SERVICES

The Platform integrates third-party services, including Mono and CreditChek, for account linkage, verification, and direct debit functionality. Your use of such integrations is also subject to the relevant third party's terms.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the Federal Republic of Nigeria. Disputes shall first be referred to good-faith negotiation and, failing resolution, to arbitration in Abuja, Nigeria under the Arbitration and Conciliation Act (as amended), or to the courts of Nigeria.

16. AMENDMENTS

We may update these Terms from time to time. Continued use of the Platform after notice of changes constitutes acceptance of the revised Terms.

17. NOTICES AND CONTACT

For questions about these Terms, contact: legal@xchangebox.com or FCT Abuja, Nigeria.

PART B : PRIVACY POLICY

1. INTRODUCTION AND SCOPE

1.1 This Privacy Policy explains how XchangeBOX Capital Limited, XchangeBOX Technologies Limited, and XchangeBOX Solutions Limited (“XchangeBOX”, “we”) collect, use, share, and protect personal data of Investors, Traders, and other users of the Platform, in compliance with the Nigeria Data Protection Act 2023 (“NDPA”) and applicable regulations.

1.2 XchangeBOX is the Data Controller in respect of personal data processed through the Platform, except where a third-party service provider acts as an independent controller for its own processing.

2. INFORMATION WE COLLECT

  • Identity data: full name, date of birth, gender, BVN, NIN, government-issued ID, photograph.
  • Contact data: phone number, email address, residential/business address.
  • Financial and transaction data: bank account details, transaction history, credit history, investment and repayment records.
  • Business data (Traders): business registration details, trade documentation, inventory and stock records, GPS/location data of financed goods where applicable.
  • Device and usage data: IP address, device identifiers, app usage logs, cookies.

3. HOW WE USE YOUR INFORMATION

  • To verify your identity and conduct KYC/AML and credit assessment.
  • To process investments, disbursements, and repayments.
  • To assess creditworthiness and monitor Facility performance, including via credit bureaus.
  • To enforce recovery rights under a Trade Financing Agreement in the event of default, including direct debit initiation and regulatory/law enforcement reporting.
  • To comply with legal and regulatory obligations, including SEC and CBN requirements.
  • To communicate with you regarding your account, investments, or Facility.

4. LEGAL BASIS FOR PROCESSING

We process personal data on the basis of: your consent; the necessity of processing for the performance of a contract with you; compliance with a legal obligation; and our legitimate interests in operating a secure, compliant financing platform, balanced against your rights.

5. SHARING AND DISCLOSURE OF DATA

5.1 We share personal data with: (a) the Trustee, for custody and enforcement purposes; (b) service providers including Mono and CreditChek, for account verification, credit checks, and direct debit processing; (c) credit bureaus, including for reporting of default; (d) regulators including the SEC and the Central Bank of Nigeria; and (e) law enforcement agencies, where necessary for the investigation or prosecution of fraud or default-related offences.

5.2 We do not sell personal data to third parties.

6. DATA STORAGE, RETENTION AND SECURITY

We retain personal data for as long as necessary to fulfil the purposes described in this Policy and to comply with legal, regulatory, and recordkeeping obligations, after which it is securely deleted or anonymised. We apply administrative, technical, and physical safeguards to protect personal data against unauthorised access, loss, or misuse.

7. YOUR RIGHTS

  • Right to access the personal data we hold about you.
  • Right to request correction of inaccurate data.
  • Right to request deletion, subject to our legal and regulatory retention obligations.
  • Right to object to or restrict certain processing.
  • Right to data portability, where applicable.
  • Right to lodge a complaint with the Nigeria Data Protection Commission.

8. COOKIES AND TRACKING TECHNOLOGIES

The Platform uses cookies and similar technologies to enhance functionality, remember preferences, and analyse usage. You may manage cookie preferences through your device or browser settings.

9. CROSS-BORDER DATA TRANSFER

Where personal data is transferred outside Nigeria (including to cloud or service providers), we ensure such transfer is subject to an adequate level of protection as required under the NDPA.

10. CHILDREN'S PRIVACY

The Platform is not directed at persons under 18 years of age, and we do not knowingly collect personal data from minors.

11. CHANGES TO THIS POLICY

We may update this Privacy Policy from time to time. Material changes will be notified through the Platform or by other reasonable means.

12. CONTACT / DATA PROTECTION OFFICER

For privacy-related enquiries or to exercise your rights, contact our Data Protection Officer at: dpo@xchangebox.com or FCT Abuja, Nigeria.