Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between TRD Platform Limited ("TRD," "we," "us," or "our"), a company duly incorporated and registered under the laws of the Federal Republic of Nigeria, and the individual or legal entity ("Customer," "you," or "your") that accesses or uses the TRD Platform identity verification, compliance, and fraud detection services (collectively, the "Services").

By registering for an account, accessing the Platform, or integrating any of our APIs or SDKs, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms 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, you must not access or use the Platform. We reserve the right to update these Terms periodically, and your continued use of the Platform following any such changes constitutes your acceptance of the revised Terms. We will provide reasonable notice of material changes via email or through a prominent notice on the Platform.

"Platform" refers to the TRD Platform web application, API endpoints, software development kits (SDKs), dashboards, and all associated documentation, tools, and services provided by TRD.

"Customer" means any individual, business, or other legal entity that has registered for an account and is authorized to use the Services.

"Verification Data" means any personal information, identification documents, biometric data, and other data submitted to the Platform for the purpose of identity verification, business verification, or compliance screening.

"End User" refers to the natural person whose identity is being verified through the Platform at the Customer's request.

"API Keys" means the unique authentication credentials issued to the Customer for the purpose of accessing TRD's programmatic interfaces.

TRD Platform provides a comprehensive suite of identity verification and compliance solutions designed for the African market. Our Services include Know Your Customer (KYC) verification, which enables Customers to verify the identity of natural persons through government-issued identification documents, biometric matching, and database lookups across multiple African jurisdictions.

Our Know Your Business (KYB) verification services allow Customers to verify the legal existence, registration status, and beneficial ownership of corporate entities. This includes integration with corporate registries such as the Corporate Affairs Commission (CAC) in Nigeria and equivalent authorities across our operating markets.

Additionally, the Platform provides fraud detection and prevention services, including device fingerprinting, transaction monitoring, sanctions and watchlist screening, and risk scoring powered by machine learning models. Compliance management tools enable Customers to generate audit-ready compliance reports and maintain adherence to applicable regulatory frameworks, including Central Bank of Nigeria (CBN) guidelines, the Nigeria Data Protection Regulation (NDPR), and the Protection of Personal Information Act (POPIA) of South Africa.

To use the Services, you must register for an account by providing accurate and complete information, including your legal name, business registration details (if applicable), contact information, and the name and authority of the person who will serve as the primary account administrator. You are responsible for maintaining the accuracy and currency of your account information at all times.

4.1 Password Security

You must choose a strong password that meets the Platform's minimum complexity requirements. You are solely responsible for maintaining the confidentiality of your password and for all activities that occur under your account. You must not share your password with any third party and must immediately notify TRD of any unauthorized use of your account or any other breach of security.

4.2 API Key Management

API Keys are issued to you for secure programmatic access to the Platform. You must store API Keys securely, using environment variables or secure vaults, and must never commit them to source code repositories or expose them in client-side applications. You are responsible for rotating API Keys periodically and for immediately revoking any compromised credentials through the Platform dashboard. TRD reserves the right to automatically revoke API Keys that have been exposed in public repositories or that exhibit suspicious usage patterns.

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards. You shall not use the Platform to verify the identity of any individual without that individual's knowledge and consent, nor shall you use the Services in connection with any illegal activity, including but not limited to money laundering, terrorist financing, human trafficking, or fraud.

Prohibited activities include, without limitation: attempting to circumvent rate limits or access controls; reverse engineering, decompiling, or disassembling any part of the Platform; using the Services to build competing products; submitting false or misleading verification data; and accessing or attempting to access any part of the Platform or its systems that you are not authorized to access.

You must ensure that your use of Verification Data complies with all applicable data protection laws, including obtaining the necessary consents from End Users before submitting their data to the Platform. TRD reserves the right to suspend or terminate your account immediately and without prior notice if we reasonably believe you are using the Services in violation of this Acceptable Use Policy.

The verification results provided by the Platform are based on information obtained from third-party data sources, including government identity databases, corporate registries, credit bureaus, telecommunications providers, and sanctions databases. While TRD employs robust matching algorithms and quality assurance processes, we do not guarantee the absolute accuracy, completeness, or currency of any verification result.

Verification results should not be construed as a guarantee of an individual's identity or a determination of their trustworthiness. The Platform provides probabilistic assessments based on available data, and the Customer bears sole responsibility for interpreting verification results in the context of its own risk management framework and regulatory obligations.

TRD does not make any representation or warranty that the Platform will be free from errors, bugs, or interruptions, or that verification results will be available at all times. We reserve the right to modify, update, or discontinue any verification method, data source, or feature with reasonable notice to Customers. TRD shall not be liable for any decision made by the Customer based on verification results obtained through the Platform.

Pricing for the Services is set forth in the applicable subscription plan or order form agreed upon between TRD and the Customer. Fees may include fixed monthly or annual subscription charges (the "Subscription Fees") and usage-based charges calculated per verification transaction or API call (the "Usage Charges"). All fees are exclusive of applicable taxes, including Value Added Tax (VAT), which shall be borne by the Customer in addition to the stated fees.

Payment is due within thirty (30) days of the invoice date unless otherwise specified in the applicable order form. Invoices will be delivered electronically to the billing contact designated by the Customer. TRD reserves the right to charge interest on overdue payments at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.

If payment is not received within sixty (60) days of the invoice date, TRD may, at its sole discretion, suspend access to the Services until all outstanding amounts are paid in full. TRD reserves the right to adjust pricing with ninety (90) days' prior written notice. Such notice will be provided via email to the Customer's designated billing contact and will be posted on the Platform dashboard.

TRD is committed to protecting the privacy and security of personal data processed through the Platform. Our collection, use, storage, and sharing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and agree to the terms of our Privacy Policy.

TRD processes personal data in compliance with the Nigeria Data Protection Regulation (NDPR), the Nigeria Data Protection Act (NDPA), the Protection of Personal Information Act (POPIA) of South Africa, and any other applicable data protection legislation in our operating markets. The lawful basis for processing Verification Data includes the legitimate interests of the Customer in complying with regulatory obligations, the execution of the contract between TRD and the Customer, and, where required, the consent of the relevant End User.

The Customer acknowledges that it acts as a data controller or data processor (as applicable) in relation to the Verification Data it submits to the Platform and bears primary responsibility for ensuring that the collection and submission of such data complies with all applicable laws. TRD acts as a data processor on behalf of the Customer for the purposes of providing the Services and processes data only in accordance with the Customer's documented instructions and these Terms.

All intellectual property rights in the Platform, including but not limited to the software, APIs, SDKs, documentation, user interface designs, algorithms, training data, models, trademarks, service marks, and logos, are and shall remain the sole and exclusive property of TRD or its licensors. Nothing in these Terms grants the Customer any ownership interest in or to the Platform or any of its components.

Subject to the Customer's compliance with these Terms and the payment of all applicable fees, TRD grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and its Services solely for the Customer's internal business purposes. This license does not include the right to modify, adapt, reverse engineer, decompile, create derivative works of, or otherwise attempt to extract the source code of any component of the Platform.

The Customer retains all intellectual property rights in its own data, applications, and systems that interact with the Platform. However, by submitting Verification Data to the Platform, the Customer grants TRD a limited, worldwide, non-exclusive license to process, store, and use such data solely for the purpose of providing the Services and improving the accuracy and performance of the Platform.

TRD undertakes to use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, excluding scheduled maintenance windows. Our target uptime for the Platform is 99.9% measured on a monthly basis, excluding planned maintenance periods of not more than four (4) hours per month for which at least seventy-two (72) hours' advance notice will be provided.

TRD targets a median API response time of two hundred (200) milliseconds or less for standard verification endpoints, and five hundred (500) milliseconds or less for complex verification workflows that involve multiple data sources or biometric processing. Response time targets are measured from the time the request is received by TRD's infrastructure to the time the response is transmitted.

If TRD fails to meet the 99.9% uptime target in any calendar month, the Customer shall be entitled to a service credit equal to ten percent (10%) of the Subscription Fees for that month for each percentage point by which the actual uptime falls below 99.9%, capped at a maximum of fifty percent (50%) of the monthly Subscription Fees. Service credits are the Customer's sole and exclusive remedy for any failure to meet the Service Level Agreement.

To the maximum extent permitted by applicable law, TRD, its affiliates, directors, officers, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, or business interruption, regardless of the cause of action or the theory of liability, even if TRD has been advised of the possibility of such damages.

TRD's total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort, strict liability, or any other legal theory, shall not exceed the greater of (a) the total Subscription Fees paid by the Customer to TRD during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred thousand United States Dollars (USD 100,000).

The exclusions and limitations of liability set forth in this section shall apply to the fullest extent permitted by applicable law and shall survive the termination or expiration of these Terms. Nothing in these Terms shall exclude or limit TRD's liability for death or personal injury caused by its negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

The Customer agrees to indemnify, defend, and hold harmless TRD, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Customer's use of the Services in violation of these Terms or any applicable law; (b) the Customer's breach of any representation, warranty, or obligation under these Terms; (c) any claim by an End User or third party relating to the Customer's submission of Verification Data to the Platform; and (d) any dispute between the Customer and an End User regarding consent, data processing, or verification results.

TRD will provide the Customer with prompt written notice of any claim for which indemnification is sought and shall provide the Customer with reasonable cooperation in the defense of such claim, at the Customer's expense. TRD reserves the right, at its own expense, to participate in the defense of any claim with counsel of its own choosing. The Customer shall not enter into any settlement that admits fault or liability on behalf of TRD without TRD's prior written consent.

The term of these Terms commences on the date the Customer accepts these Terms and continues for the duration of the applicable subscription period, unless earlier terminated in accordance with this section. Subscription periods are specified in the applicable order form and shall automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.

Either party may terminate these Terms for cause upon thirty (30) days' written notice if the other party commits a material breach that remains uncured after the notice period. TRD may terminate immediately and without prior notice if the Customer violates the Acceptable Use Policy, engages in fraudulent or illegal activity, or becomes subject to insolvency proceedings. Either party may terminate for convenience upon ninety (90) days' prior written notice.

Upon termination, the Customer's right to access and use the Services will cease immediately. TRD will retain Verification Data for a period of ninety (90) days following termination to allow the Customer to export its data, after which all such data will be permanently deleted in accordance with our data retention policies. The Customer must pay all outstanding fees accrued prior to the effective date of termination. Sections 8, 9, 11, 12, and 14 shall survive termination.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for the resolution of any dispute arising out of or in connection with these Terms.

Notwithstanding the foregoing, any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, shall be resolved by arbitration administered by the Lagos Court of Arbitration (LCA) in accordance with its arbitration rules then in effect. The arbitration shall be conducted by a panel of three (3) arbitrators appointed in accordance with the LCA rules, and the proceedings shall be conducted in English.

The arbitral award shall be final and binding on the Parties and may be entered in any court of competent jurisdiction for enforcement. Each Party shall bear its own costs of arbitration, unless the arbitral tribunal determines otherwise. During the pendency of any arbitration, the Parties shall continue to perform their respective obligations under these Terms to the extent reasonably practicable.

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us using the following details:

Email: sales@trdplatform.com

Address: TRD Platform Limited, 15th Floor, Civic Towers, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, Nigeria.

For data protection inquiries, please contact our Data Protection Officer at dpo@trdplatform.com.