1. INTRODUCTION

Welcome to Rebrivo! Rebrivo is a digital marketplace that facilitates the buying and selling of registered businesses and business assets. It is owned and operated by The Rebrivo Platform Limited, registered in Nigeria. By using this Platform, you confirm that you are at least 18 years of age and are legally capable of entering into a binding agreement.

2. DEFINITIONS

• User: Any individual or entity that registers, accesses, or uses the Rebrivo Platform, including both Buyers and Sellers.
• Buyer: A User interested in acquiring a business, asset, or any other item listed for sale on the Platform. The Buyer may use Tokens to access confidential listings and make offers to Sellers.
• Seller: A User who lists their business, asset, or other items for sale on the Platform. Sellers are responsible for the accuracy and legality of their Listings.
• Listing: A submission made by a Seller to the Platform, providing details about the business, asset, or other item they wish to sell. This may include descriptions, documentation, images, and any other relevant information.
• Escrow: A neutral third-party holding of funds during a transaction between a Buyer and a Seller. The funds are only released once the agreed conditions of the sale are met, such as the successful transfer of ownership or completion of other contractual obligations.
• Token: A digital credit that can be purchased through the Platform and used by Buyers to unlock access to confidential or premium Listings. Tokens are valid for a limited period, are non-transferable, and non-refundable.
• Platform: The online marketplace operated by Rebrivo, where Users can list, buy, and sell businesses and assets, and engage with escrow services, Tokens, and other Platform features.
• Transaction: The process in which a Buyer and Seller agree upon terms for the sale of a business, asset, or other item listed on the Platform. This includes the agreement to use Rebrivo’s Escrow service to hold and release funds.
• Escrow Service: A service provided by Rebrivo, where funds for a transaction are securely held by a licensed third-party financial institution until the transfer conditions are met as per the agreement between the Buyer and Seller.
• Rebrivo Premium: An exclusive concierge service available to Sellers, where Rebrivo will manage the Seller’s listing and eventual sale of their business on their behalf. This service incurs an additional 5% success fee, resulting in a total of 10% success fee (5% standard success fee + 5% Rebrivo Premium fee), payable by the Seller after the sale is concluded. The service includes personalized consulting, enhanced marketing, negotiations, and managing communications.
• Pricing Page: The page on the Platform where Rebrivo’s service fees, including success fees, escrow fees, and other charges, are outlined for Users.
• Success Fee: A fee charged by Rebrivo to Sellers upon the successful completion of a business sale. The fee is based on a percentage of the sale price and is detailed in the Pricing page.

3. USER REGISTRATION AND ACCOUNT SECURITY

To access certain features of the Platform, you must create an account and complete the Know Your Customer (KYC) verification process as required by applicable law and Rebrivo policies. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to provide accurate, current, and complete information during registration and to update it promptly when changes occur. You must promptly notify Rebrivo of any unauthorized access to your account or any other breach of security.

• You agree not to impersonate any person or entity, misrepresent your identity or affiliation with any person or organization, or use another person’s account without permission.
• Rebrivo may suspend, disable, or terminate your account at its sole discretion if you provide false or misleading information, fail to complete KYC verification, violate KYC obligations, or engage in fraudulent, illegal, or unauthorized activity.
• Rebrivo reserves the right to enable and require multi-factor authentication (MFA) for accessing your account to enhance security. You agree to comply with any such authentication protocols.
• Users are responsible for securing their devices, regularly updating passwords, and taking reasonable steps to prevent unauthorized access.

4. USE OF THE PLATFORM

Rebrivo grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for lawful purposes and in accordance with these Terms. You agree not to use the Platform for any unlawful purpose, including but not limited to money laundering, fraud, terrorism financing, or any activity prohibited under applicable local or international law.

• You shall not overburden, damage, or impair the Platform’s functionality.
• You agree not to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any part thereof.
• You agree not to engage in spamming, phishing, the distribution of malware, or any other disruptive, harmful, or unauthorized activity via the Platform.
• You may not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without Rebrivo’s prior written permission.
• Rebrivo reserves the right to monitor, review, remove, or disable access to any content that violates these Terms or is otherwise objectionable.

5. LISTING BUSINESSES AND ASSETS

Sellers must submit valid documentation to support the legitimacy and ownership of the listed business or assets, including Corporate Affairs Commission (CAC) certificates, Tax Identification Number (TIN), proof of ownership, and any other documents requested by Rebrivo. Sellers are solely responsible for ensuring the accuracy, completeness, and legality of all information included in their listings and must disclose any known liabilities, debts, pending litigation, encumbrances, or regulatory issues.

• Rebrivo reserves the right to verify, modify, approve, disapprove, or remove any listing at any time for suspected fraud, incompleteness, or breach of these Terms.
• Listings must comply with Rebrivo’s Listing Guidelines, including rules on acceptable businesses, valuation claims, and use of language.
• Sellers agree to indemnify Rebrivo against any claims, losses, or legal proceedings arising from their listings or transactions completed via the Platform.

6. BUYING BUSINESSES AND ASSETS

Buyers may use Rebrivo Tokens to unlock and view confidential listings and must conduct thorough due diligence on all aspects of the listed business, including financial records, legal standing, ownership, tax liabilities, and industry-specific licenses. All initial communication with Sellers must be conducted through the Rebrivo messaging interface until explicitly permitted by Rebrivo.

• Rebrivo does not endorse, verify, or guarantee the accuracy of listings or the claims made by Sellers.
• Buyers must not attempt to negotiate off-platform deals with Sellers.
• Buyers assume all risks associated with their purchase and are encouraged to seek independent professional advice before making an offer.

7. ESCROW SERVICE

All transactions must use Rebrivo’s escrow system, with funds held by a licensed third-party financial institution until verification of ownership transfer and satisfaction of agreed terms. Rebrivo will mediate disputes and may withhold funds if fraud, misconduct, or breach of Terms is suspected.

• Escrow fees are shared between the Buyer and Seller unless otherwise agreed in the transaction agreement.
• If disputes cannot be resolved through mediation, the matter will be referred to an independent arbitration body in Lagos.

8. FEES AND PAYMENTS

Listing a business or asset is free, but Rebrivo charges a success fee (a percentage of the sale price, detailed on the Pricing page) and escrow fees. Tokens are non-refundable, except in cases of Platform error, and expire after 365 days.

• Rebrivo Premium incurs an additional 5% success fee, resulting in a total of 10% success fee (5% standard + 5% Premium).
• Failure to make timely payments may lead to account suspension or late payment fees as detailed in the Pricing page.
• Users are responsible for complying with any tax obligations related to their transactions.

9. REBRIVO TOKENS

Tokens are required to unlock confidential or premium listings, are non-transferable, and expire after 365 days. Tokens are managed via a digital wallet on the Platform.

• Rebrivo may modify Token terms, cost, or use with advance notice to Users.
• Tokens are non-refundable except in cases of Platform error; contact support within 30 days of any issue.

10. DATA PRIVACY

Rebrivo collects and processes personal and business data in accordance with its Privacy Policy, using encryption and industry-standard security measures. By using the Platform, you consent to the collection, use, and sharing of your data with trusted third-party providers for services like payment processing and escrow.

• Users have the right to access, update, correct, or request deletion of their data, subject to applicable laws.
• Rebrivo uses cookies and tracking technologies to enhance user experience, as described in the Cookie Policy.

11. INTELLECTUAL PROPERTY

All content on the Platform, including text, graphics, logos, and software, is the property of Rebrivo or its licensors. Users may not copy, reproduce, distribute, or create derivative works without prior written consent.

12. DISCLAIMERS

Rebrivo provides a marketplace but does not guarantee the accuracy, completeness, or legality of Listings, the success of transactions, or uninterrupted access to the Platform. Users assume all risks and should seek professional legal, financial, or tax advice.

• Rebrivo is not liable for external links, third-party content, or any issues arising from them.
• The Platform does not provide legal, financial, or tax advice.

13. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Rebrivo’s liability is limited to the amount of fees paid by the User in the six months preceding the claim. Rebrivo is not liable for indirect, special, incidental, or consequential damages, or for User-generated content.

• Rebrivo is not liable for delays or failures due to force majeure events, such as natural disasters or network outages.

14. INDEMNITY

Users agree to indemnify, defend, and hold Rebrivo harmless from claims, losses, or damages arising from their use or misuse of the Platform, content, or violations of these Terms. Rebrivo may control the defense of any indemnified claim.

15. TERMINATION

Rebrivo may suspend or terminate accounts for violations of these Terms, fraudulent or illegal conduct, inactivity, or at its discretion. Users may deactivate their accounts, but outstanding obligations, such as fees or disputes, remain.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the Federal Republic of Nigeria. Disputes shall be resolved first through mediation, then by arbitration in Lagos if mediation fails.

17. CHANGES TO TERMS

Rebrivo may modify these Terms at any time, and continued use of the Platform after such changes constitutes acceptance of the revised Terms.

18. CONTACT INFORMATION

For questions or concerns regarding these Terms, contact: support@rebrivo.com.

Acknowledgment

By using Rebrivo, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.