Welcome to SeedFi

SeedFi (“Platform”) is a digital lending Platform developed and operated by The Dataseed Company Limited (“Us, We, Our”)

Please read these Terms and Conditions (“Terms”) carefully. Access to, and use of SeedFi’s services (“Services”), and the Platform, is conditional on your agreement to these Terms. You must read, agree with, and accept all the terms and conditions contained in these Terms. By registering, or by using SeedFi, you are bound to these Terms, and you indicate your continued acceptance of these Terms.

ACCESS TO THE SERVICE AND USE OF THE PLATFORM

To be eligible to use the Platform you must be;

ACCOUNT ENROLLMENT

To access the Services on the Platform, firstly, you need to enroll to create a profile (“Account”), by providing certain information such as your name, address, email address, mobile device number, Date of Birth, personal photograph, BVN, means of identification, utility bill and such other information as we may request from time to time (collectively, "User Information").

In exchange for your use of the Services, You agree to:

• provide true, accurate, current and complete information about yourself as prompted by our Account enrolment form and
• each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, we reserve the right to refuse any future request(s) to use the Services.

LOAN/CREDIT FACILITY TERMS

Loan Application

• You may submit a loan application to us by following the instructions on the Platform.
• Loan application is considered upon providing certain information, such as monthly income, online credentials for your Bank Account, credit status check from the bureaus and CBNs CRMS, and such other information as we may request from time to time (collectively, "User Information").
• Approval of a loan/ credit facility application submitted by you is at the sole discretion of SeedFi

Terms Guiding the Grant and Utilisation of Credit Facility

• If we approve your loan/credit facility request, you shall be issued an Offer Letter which you are expected to accept unconditionally. The Offer Letter shall state specific terms guiding the facility granted to you.
• Once an Offer Letter is issued to you, you may be referred to as a Borrower.
• If you take a loan with us, you thereby authorize us to debit your Bank accounts provided to us for all fees associated with the loan immediately after the facility is disbursed. You Irrevocably undertake and covenant that you shall at all times make funds available in your account for the purpose of meeting your obligations when due. The foregoing shall be construed as a continuing instruction from you and shall not be revoked by you until you have fully paid down the credit facility availed to you.
• All expenses incurred in the arrangement, documentation, and enforcement of payments under this facility would be borne by you.
• Utilization of the facility or any part thereof shall be at the sole discretion of SeedFi and is subject to satisfactory documentation and regulation of CBN or other regulatory bodies as may be laid down from time to time.
• The facility shall terminate and all sums due to us there under shall become immediately due and payable if you commit any breach or defaults under the terms of the facility granted to you by SeedFi or any financial institution or lender.
• You shall keep SeedFi fully informed of all facilities granted to you by other Lenders or financial institutions.
• You will utilize the loan solely for the purpose(s) for which it was approved.
• Your Account must revert to credit on or before expiration of the facility.
• Any outstanding unpaid obligation at expiration will attract interest at 1% flat monthly.
• These rates are subject to review/change in line with money market conditions at any time or SeedFi’s discretion. SeedFi will send a notification via email or Short Message Service (SMS) or written letter in advance of the application of the new rate. However, SeedFi has the right to implement the changes at the end of the notice period if there is no response to the notice.

Lending Partner

The borrower agrees and understands that Sterling Bank (“Lending Partner”) is the financial institution which we have collaborated with for the provision of this Credit Facility to the borrower.

Events Of Default

Without prejudice to our right to demand repayment of outstanding amounts under the facility at any time, the occurrence of any of the following events shall cause all outstanding amounts under the facility granted to you to become due and immediately repayable.

• If you fail to settle any due obligation arising from the facility; or
• If you default in the performance or the observance of any other term, after notice might have been given to you; or
• If an order is made or an effective resolution is passed, or a petition is presented for your undertakings and assets; or
• If distress or execution is levied upon or issued against your property and is not discharged within 5 days;

Upon default, we shall activate the direct debit of your bank account via tokenization service.

Right of Set-Off

The borrower covenants that in addition to any general lien or similar right to which SeedFi may be entitled by law, SeedFi may at any time and without notice to the borrower combine or consolidate all or any of the [his/her] accounts with any liabilities to us and set off or transfer any sum or sums standing to the credit of one or more of such accounts in or towards satisfaction of any of the borrower’s liabilities to us or any other account in any other respect whether such liabilities be actual or contingent, primary, or collective and several or joint.

Facility Review

We reserve the right at our sole discretion to change, vary or cancel at any time, with adequate notice to the Borrower, the nature and amount of the facilities as well as the underlying terms, conditions, and security arrangements. Therefore, notwithstanding anything to the contrary, the facility granted may be regarded as payable at any time at our sole discretion.

Default Clause/ Penal Rate

Any excess drawing over the approved facility limits and/or failure to meet agreed repayment terms will attract a penalty fee of 1% flat of the amount per month whether or not such excess over the approved limit and/or failure to meet repayment terms is for a period less than one month.

Global Standing Instruction Mandate

By drawing on the facility granted to you, you covenant to repay the facility as and when due.
In the event that you fail to repay the facility as agreed, and the facility becomes delinquent, we shall have the right to report the delinquent facility to the CBN through the Credit Risk Management System (CRMS) or by any other means, and request the CBN to exercise its regulatory power to direct all banks and other financial institutions under its regulatory purview to set-off your indebtedness from any money standing to your credit in any account and from any other financial assets that may be held for your benefit.
You covenant and warrant that SeedFi shall have the power to set off your indebtedness under this facility agreement from all such monies and funds standing to your credit/benefit in any and all such accounts or from any other financial assets belonging to you and in the custody of any such financial institution.
You hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever and irrevocably agree that you shall not argue to the contrary before any court of law, tribunal, administrative authority, or any other body acting in any judicial or quasi-judicial capacity.

Material Adverse Changes

The facility may be terminated if a situation, change or default occurs or threatens to occur, which in the sole opinion of SeedFi would adversely affect the ability of SeedFi or the Borrower to perform his/her obligation under the facility terms. In the event of any such termination, any fees paid by the Borrower to SeedFi will not be refunded.

AUTHORISED DISCLOSURES

We may collect, use, and disclose your transaction information from/to appointed Credit Bureaus and other agencies who may use the information for any approved business purposes as may from time to time be prescribed by the Central Bank of Nigeria (CBN) and/or any relevant statute.

INTELLECTUAL PROPERTY

You agree that all intellectual property rights and database rights, whether registered or unregistered, in the Platform, information content on the Platform and all the website designs, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software shall remain at all times vested in us or our licensors. Use of such material will only be permitted as expressly authorized by us or our licensors.

Any unauthorized use of the material and content of this Platform is strictly prohibited, and you agree not to, or facilitate any third party to, copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

DISCLAIMERS

• The Platform may be under constant upgrades, and some functions and features may not be fully operational during periods of upgrade or software maintenance.
• We disclaim any liability arising due to the vagaries that can occur in the electronic distribution of information.
• You acknowledge that third party services may be available on the Platform. We may have formed partnerships or alliances with some of these third parties from time to time in order to facilitate the provision of certain services to you. However, you acknowledge and agree that at no time are we making any representation or warranty regarding any third party's services, nor will we be liable to you or any third party for any consequences or claims arising from or in connection with such third party including, and not limited to, any liability or responsibility for, death, injury or impairment experienced by you or any third party. You hereby disclaim and waive any rights and claims you may have against us with respect to a third party’s services.
• We do not, in any way, endorse any information or service offered or described on the Platform. In no event shall we be liable to you or any third party for any decision made, or action taken in reliance on such information.
• You assume all responsibility and risk with respect to your use of the Platform. The services are provided and available “as is,” and “as available”. You understand and agree that, to the fullest extent permitted by law, we disclaim all warranties, representations and endorsements, express or implied, with regard to the Platform, including, without limitation, implied warranties of title, merchantability, non-infringement and fitness for a particular purpose.
• We do not warrant use of the Platform will be uninterrupted or error-free or that errors will be detected or corrected. We do not assume any liability or responsibility for any computer viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through the services.
• In no event, under no legal or equitable theory (whether tort, contract, strict liability or otherwise), shall we or any of our respective employees, directors, officers, agents or affiliates, be liable hereunder or otherwise for any loss or damage of any kind, direct or indirect, in connection with or arising from the use of the Platform/ services or our agreement with you concerning the services, including, but not limited to,
  1. the use of or inability to use the Platform, the service, or the content,
  2. any transaction conducted through or facilitated by the Platform;
  3. any claim attributable to errors, omissions, or other inaccuracies in the Platform, the service and/or the content,
  4. unauthorized access to or alteration of your transmissions or data, or
  5. any other matter relating to the Platform, the service, or the content, and any compensatory, direct, consequential, incidental, indirect, special or punitive damages, lost anticipated profits, loss of goodwill, loss of data, business interruption, accuracy of results, or computer failure or malfunction, even if we have been advised of or should have known of the possibility of such damages.

AVAILABILITY OF SERVICES

• Whilst we use our best endeavor to ensure the Platform and Services are available optimally, we make no warranty that any part of the Platform will operate uninterrupted or error free and we accept no liability for loss or damage caused from any interruption or error on any part of the Platform.
• We do not guarantee secure, continuous, uninterrupted access to any part of the services, software, or systems, including any networks and servers used to provide any of the services stated herein. Accordingly, we are not responsible for the matters, which include actions of hackers and other unauthorized third parties that breach our reasonable security procedure. No method of electronic transmission or storage is 100% secure, therefore, we cannot guarantee absolute security of the Platform.
• We will also not be liable for any failure to provide Services, in part or full, due to abnormal or unforeseen circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary. This includes but is not limited to network failures, or in the case of mobile networks, when you are in not in an area of mobile coverage.
• We reserve the right to remove a service from the Platform with no obligation to give advance notice, and we shall not be liable for losses, costs or expenses arising from any such refusal or removal. You assume the risks associated with the use of the Platform.

DISCONTINUATION OF SERVICES OR YOUR ACCOUNT

We reserve the right to suspend your usage of the Platform or any of the Services immediately and without advance notice;

• In order to maintain security
• You have breached the terms and conditions
• You give us false information at any time
• We suspect fraud or an attempt at fraud
• If there is suspicious activity on your account
• You have not satisfied any anti-money laundering requirements
• You have broken the law or attempt to break the law
• We receive notice of your mental incapacity, bankruptcy or death
• There are system maintenance issues which need to be addressed promptly
• New upgrades are being introduced to the Platform
• We have legal obligations to do so

We will attempt to notify you, except it would compromise our security measures, or it is unlawful to do so, or impracticable within the circumstances. Suspension or discontinuation of your right to use the Service or Platform, shall not affect your repayment of any credit obligation owed to us. 

MODIFICATIONS TO THE TERMS

• We may change these terms from time to time. This is solely at our discretion and changes will be effective when posted on the Platform with no other notice provided. Please check the Terms regularly for updates as changes shall be effective immediately, and we may indicate the date of such revision.
• In addition, we may change, suspend or discontinue any aspect of the Services at any time. We may also impose limits on certain services or restrict your access to parts or all of the Platform or the Services provided without notice or liability.
• You are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for you to continue accessing or using the Platform and Services. If you do not agree to these Terms or any revised version of these Terms, your sole recourse is to terminate your access or use of the Services. Except as otherwise expressly stated by us, your access and use of the Services are subject to, and constitute your acceptance of, the version of these Terms in effect at the time of your access or use.

ADDITIONAL TERMS

Acceptance of Electronic Documents

You agree that all agreements, notices, disclosures, records, and other communications for all services provided to you under these Terms and in connection with your relationship with us (collectively, "Communications") that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Assignment

You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your Account in any way (by operation of law or otherwise). To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.

Indemnity

You agree to defend, indemnify, and hold harmless SeedFi, its employees, officers, directors, agents, its affiliates and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights or claims, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

Limitation of Liability

Under no circumstances shall we, our licensors or any third party content/ service provider be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, loss profits, business interruption, loss data or otherwise) arising from or in connection with the performance of the services, your use of or inability to use the services, whether by a breach of contract, negligence, strict liability, malpractice or otherwise, even if such party has been advised of the possibility of such damages.

Force Majeure

To the fullest extent permitted under applicable law, we will be excused from performance under these Terms for any period that we are prevented from or delayed in performing any obligations pursuant to this Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e); (f) unauthorized access to our   information technology systems by third parties; or (g) other causes beyond our reasonable control and contemplation.

Waiver

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability

If any provision in these terms is judicially determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the same shall be stricken from these terms, and such provision shall not affect the legality, enforceability, or validity of the remainder of this terms. The stricken provision maybe replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in term to the stricken provision as is legally possible.

Governing Law

These Terms and your use of the Platform shall be governed by the laws of the Federal Republic of Nigeria, without giving effect to the principles of conflict of laws.

Conditions Prescedent to Drawdown

1. Submission of request for the facility. 
2. Execution of offer letter in acceptance of the facility.
3. Acceptance of terms and conditions.
4. Payment of upfront fees.

TRANSACTION DYNAMICS

1. The Borrower executes offer letter, accepts terms and condition, and any other required document
2. Borrower funds the account for upfront fees which are debited upon receipt of documents. 
3. Loan is booked for approved tenor.
4. Borrower’s account is debited monthly for loan repayment 

1. Other Conditions

1. This Offer letter shall not be binding unless it is accepted unconditionally within 30 days from the date hereof. Upon acceptance, it shall remain valid for a period of 90 days, after which it is deemed to have elapsed if the facility is not utilized.
2. Without prejudice to the foregoing, SeedFi reserves the right to vary, alter or amend any of the terms and conditions of the facility as and when the need arises.
3. All expenses incurred in the arrangement, documentation, and enforcement of payments under the facility, including all professional, valuation, legal fees, monitoring, taxes, and commissions (if any) would be borne by the Borrower and SeedFi shall be entitled to debit the Borrower’s account immediately for such expenses.
4. Utilization of the facility or any part thereof shall be at SeedFi’s discretion and is subject to satisfactory documentation and regulation of the Central Bank of Nigeria (CBN) as may be laid down from time to time.
5. The Borrower hereby agrees to indemnify SeedFi against any loss howsoever occurring that they may incur, because of any misrepresentation, irregularity, or incompleteness in the information contained in any document submitted to SeedFi.
6. Where there is a turnover covenant, and there is the default in the turnover covenant which exceeds a continuous period of three (3) months and extends up to six (6) months, in addition to the increase in the interest rate pricing mentioned above, the approved limit for the facility shall be reduced, to match the level of the turnover achieved.
7. Funds received into the account when the principal and/or interest are past due, will be applied first to the overdue interest before the outstanding principal amount.
8. The facility shall terminate and all sums due to SeedFi hereunder shall become immediately due and payable if the Borrower commits any breach or defaults under the terms of this facility or any other credit facility granted to the Borrower by SeedFi or any other bank.
9. SeedFi reserves the right to cancel its commitment unconditionally if the facility remains undrawn or if, in SeedFi’s opinion, there is any deterioration in the Borrower’s creditworthiness and the Borrower shall thereafter be notified of such cancellation.

2. Covenants

The Borrower undertakes that during the validity of the facility while there are any outstanding thereon, it shall:

1. Not, without SeedFi’s prior written consent, make any offer of employment or engage either directly or indirectly any staff of SeedFi that is involved in providing advisory or relationship management services in respect of the facility, during the tenor of the facility or within twelve (12) months of the liquidation/repayment of the facility.
2. At any time and from time to time, upon the written request of SeedFi promptly and duly execute and deliver such further instruments and documents and take such further actions as SeedFi reasonably may request to obtain or preserve the full benefits of this facility and the rights and powers herein granted.

The Borrower hereby acknowledges that SeedFi may sell, transfer, assign, novate or otherwise dispose of all or part of its rights or obligations (including by granting of participations) under this Agreement to another bank or financial institution or to a trust, fund, or any other entity which is engaged in or established to make, purchase or investing in loans, securities or other financial assets. The Borrower hereby agrees to execute all documents and take all such steps as may reasonably be required by SeedFi to give effect to such an assignment or transfer.

The Borrower may cancel this loan contract within 3 days after signing without any penalty or charges, however, the Borrower reserves the right to waive this option by notifying SeedFi in writing.

CONTACT US

We will be pleased if you notify us of any inquiries or issues regarding these Terms, because this gives us the opportunity to seek a suitable solution. It also gives us the opportunity to improve the service/products offered to you and other customers. We also have an internal complaints procedure to effectively and promptly address any complaints. You may reach us by sending a mail to hello@theseedfi.com and or calling us on +23490138872203.