Terms of Service

These Terms of Service (“Terms”) govern your access to and use of deelapay.com, the Deela mobile application and related services. They form a legally binding agreement between you and Deela Digital Services Limited (RC 9654122), trading as “Deela”. Please read them carefully before creating an account or funding a deel.

1. About Deela and these Terms

Deela provides technology that enables buyers and sellers to define transaction terms, communicate, pay through licensed financial-service partners, provide evidence and instruct the conditional release or refund of funds. In these Terms, a transaction created through the platform is called a “deel”.

Deela Digital Services Limited is registered in Nigeria and has its place of business at 5B Johnson Street, Ilupeju, Lagos, Nigeria. You may contact us at legal@deelapay.com or support@deelapay.com.

These Terms incorporate the Privacy Policy and any fee, prohibited-item, transaction-limit and dispute information clearly shown to you in the app before you take the relevant action. If a separate policy conflicts with these Terms, these Terms prevail unless the separate policy expressly states otherwise and the law permits it.

2. Accepting the Terms

You accept these Terms when you create an account, select an acceptance control, fund or join a deel, or otherwise use the service after being given access to them. If you do not agree, do not use Deela.

Your acknowledgement of the Privacy Policy confirms that it was made available to you; it is not consent to every processing activity. Where consent is legally required, Deela will request it separately.

If you use Deela for a company or another person, you represent that you have authority to bind that person. “You” then includes both you and that person.

3. Eligibility and account registration

You must:

• be at least 18 years old and legally capable of entering a contract;
• provide complete, accurate and current information;
• use an account only for yourself or an organisation you are authorised to represent;
• maintain a valid Nigerian phone number, email address and eligible payout account where required;
• complete identity verification and other due diligence required for the applicable transaction tier; and
• comply with these Terms and all applicable laws.

We may decline registration, restrict a feature or apply a transaction limit where verification is incomplete, information cannot be validated, risk is unacceptable or a regulated partner or law requires it. Transaction tiers and limits displayed in the app may change to reflect regulation, risk, partner requirements and product rules. We will communicate a material change that affects an existing funded deel.

4. Account security

You must keep your device, one-time codes, password, authentication credentials and transaction PIN secure. Do not share them or allow another person to control your account. Notify support@deelapay.com immediately if your device is lost, your credentials are compromised or you identify an unauthorised instruction.

You are responsible for instructions properly authenticated through your account to the extent permitted by law, except where the activity results from Deela’s breach, fraud, gross negligence, wilful misconduct or another matter for which liability cannot lawfully be excluded. We may pause an instruction while investigating suspected compromise.

5. Deela’s role and payment partners

Deela is the technology and transaction-administration intermediary. Except where we expressly state otherwise, Deela is not the buyer, seller, manufacturer, delivery company or agent of either user in relation to the underlying goods or services. Users decide whether to transact and remain responsible for the accuracy, legality, quality, safety, delivery and tax treatment of their underlying transaction.

Funding, safeguarding, transfers, virtual accounts, refunds and payouts are provided through appropriately licensed banks, payment service banks, payment processors or other financial institutions. Funds are held or safeguarded within the regulated payment infrastructure applicable to the service; they are not deposits accepted by Deela. A regulated partner may apply its own legally required terms, checks, limits or processing rules, which will be disclosed where applicable.

Deela does not provide credit, investment, deposit-taking or insurance services under these Terms.

6. Creating and joining a deel

The creator must describe the goods or services accurately and state the price, quantity, condition, delivery obligation, inspection period and any other material term. The other party must review and accept those terms before funding or performance.

A deel becomes active only when the platform confirms the required acceptance and successful receipt of cleared funds through the payment infrastructure. A pending, failed, reversed or unconfirmed payment does not create an obligation on Deela to release funds.

Users must communicate material changes through the platform and obtain the other party’s agreement. Deela is not bound by private changes made outside the platform that cannot be verified from reliable evidence.

7. Funding, holding and release of funds

When a buyer funds a deel, the payment partner receives and safeguards the money pending a valid release, refund or dispute instruction. The seller must not treat a deel as funded until the app shows confirmed funding.

Funds may be released when:

• the buyer confirms satisfactory delivery or performance;
• an inspection period clearly disclosed and accepted for the deel expires without a valid dispute, where automatic release applies;
• both parties give consistent instructions;
• Deela resolves a dispute under section 12; or
• release is required by a court, regulator, payment partner or applicable law.

If automatic release will apply, the applicable inspection period and consequence must be shown before funding. A buyer should inspect promptly and open a dispute before release or expiry. Release instructions may be irreversible once executed, subject to mandatory rights relating to fraud, unauthorised transactions, payment error, court orders or applicable consumer law.

Payout times shown in the app are estimates. Banks, payment networks, compliance checks, outages and other events may delay settlement. We will take reasonable steps to investigate a delayed payout but do not guarantee an exact bank-credit time unless expressly stated.

8. Fees, charges and taxes

Deela’s service fee and any payment-processing or payout charge will be shown before you authorise the relevant payment or instruction. The display will identify, where applicable, whether the buyer, seller or both parties bear the charge. We will not introduce an undisclosed fee into an already funded deel.

Fees may be deducted from the amount paid, amount released or other permitted balance as disclosed. Bank, card, mobile-network or third-party charges outside Deela’s control may also apply.

Each user is responsible for taxes, duties and reporting obligations arising from the underlying transaction. Deela may deduct or report an amount where required by law.

9. User obligations

You agree to:

• act honestly and in good faith;
• provide goods or services exactly as described and within the agreed period;
• pay only through the authorised Deela flow for a protected deel;
• preserve receipts, delivery records and other relevant evidence;
• respond promptly to reasonable verification and dispute requests;
• avoid misleading statements, impersonation, manipulation of evidence or false complaints;
• respect intellectual-property, privacy and consumer rights; and
• comply with all laws, sanctions, financial-crime controls and platform notices applicable to you.

A seller must have the legal right to sell or provide the subject of a deel. A buyer must have authority to use the selected payment method and must not fund a transaction with stolen, unauthorised or unlawfully obtained money.

10. Prohibited activities and transactions

You must not use Deela to facilitate:

• fraud, theft, money laundering, terrorist financing, proliferation financing, bribery, sanctions evasion or other criminal activity;
• illegal, stolen, counterfeit or unlawfully obtained goods;
• controlled drugs, unlawful pharmaceuticals, weapons, explosives or other prohibited items;
• human exploitation, sexual services, unlawful adult content or abuse material;
• unlicensed gambling, pyramid schemes, deceptive investment schemes or unlawful financial services;
• transactions that infringe intellectual-property, privacy or consumer-protection rights;
• false invoices, sham transactions, cash cycling, artificial transaction volume or unauthorised cash-out activity;
• attempts to bypass transaction limits, verification, fees, safeguards or monitoring;
• requests to move a funded or proposed protected transaction off-platform in order to defeat Deela’s protections; or
• malware, scraping, reverse engineering, attacks, unauthorised access or interference with Deela or a provider’s systems.

This list is not exhaustive. We may publish additional restricted categories reasonably required by law, partner rules or risk controls. We may reject, pause, report or reverse an instruction where legally permitted or required.

11. Communications, content and AI assistance

You retain ownership of content you submit. You grant Deela a non-exclusive, worldwide, royalty-free licence to host, reproduce, analyse and display that content only as reasonably necessary to operate, secure, improve and enforce the service, resolve disputes, comply with law and exercise legal rights. This licence ends when the content is no longer required for those purposes, subject to lawful retention.

You must have the right to upload all text, images, documents and other material you provide. You must not upload unlawful, deceptive, abusive, defamatory, infringing or malicious content.

Deela may use artificial intelligence to provide scam warnings, risk indicators, listing suggestions, support responses and dispute summaries. AI outputs may be incomplete or mistaken and should not be treated as professional, legal or financial advice. A final decision significantly affecting account access or disputed funds will involve human review unless a lawful exception applies. You may request human review and challenge an outcome through support@deelapay.com.

We may review or preserve communications where reasonably necessary for fraud prevention, support, disputes, enforcement or legal compliance, as explained in the Privacy Policy.

12. Disputes and evidence

If goods or services are not delivered, are materially different from the agreed description, are defective in a way covered by the agreed terms, or another material breach occurs, the affected user must open a dispute through the app before funds are released or the applicable inspection period expires.

Each party must provide complete and authentic evidence within the time requested. Relevant evidence may include the agreed deel terms, in-app messages, receipts, photographs, video, delivery tracking, inspection records and communications with a service provider. Deela may share relevant evidence with the other party to ensure a fair opportunity to respond, subject to privacy and security safeguards.

While a dispute is open, Deela may instruct the payment partner to maintain the hold to the extent technically and legally possible. Deela’s trained reviewer will consider the agreed terms, reliable evidence, applicable law and fairness. AI may assist by organising or summarising material but will not finally determine the dispute by itself.

Possible outcomes include:

• full release to the seller;
• full refund to the buyer;
• partial release and partial refund where supported by the terms and evidence; or
• another action required by law, a regulator, court or payment provider.

We aim to communicate an initial outcome within the service level displayed in the app, but complex cases, missing evidence, fraud reviews or third-party dependencies may require more time. We will give notice of a material delay where practicable.

A party may request an internal reconsideration within 7 days of the outcome by identifying a material error or new evidence that could not reasonably have been provided earlier. This process does not remove any complaint, chargeback, regulatory or court right available by law.

13. Refunds, reversals and chargebacks

An approved refund will ordinarily be sent through the original payment route or another verified method required by the payment partner. Processing time depends on the bank or payment network.

A payment may be reversed or withheld where it was duplicated, unauthorised, fraudulent, made in error, subject to a valid chargeback or required by law. We may recover an amount paid out in error or as a result of fraud, including by deducting it from funds otherwise payable to the responsible user where lawful and after providing an explanation.

You must not use a chargeback dishonestly or to avoid a fair dispute outcome. Nothing in these Terms prevents a good-faith exercise of a chargeback or statutory refund right. We may restrict an account while investigating a chargeback or negative balance.

14. Identity verification and financial-crime controls

We and our regulated partners may request identity, source-of-funds, transaction-purpose, beneficial-ownership or other due-diligence information. We may screen users and transactions against sanctions, politically exposed person, fraud and other lawful risk sources.

We may delay, reject, restrict, freeze, reverse or report an activity where required by law, a competent authority or a regulated partner, or where we reasonably suspect fraud, money laundering, terrorist financing, sanctions evasion or another serious breach. Legal restrictions may prevent us from explaining a suspicious-activity report or investigation in detail.

Providing false KYC information or attempting to evade a limit is a material breach of these Terms.

15. Privacy and communications

Our Privacy Policy explains what personal data we collect, why we process it, who receives it, applicable retention, international transfers, AI processing and your rights under the NDPA.

You agree to receive electronic operational notices needed to administer your account and deels, including security alerts, receipts, dispute messages and material legal notices. Marketing messages require a separate consent where applicable and may be stopped at any time.

16. Intellectual property

Deela and its licensors own the application, website, software, designs, trademarks, documentation and other service materials, excluding user content. Subject to these Terms, Deela gives you a limited, personal, revocable, non-exclusive and non-transferable licence to use the service for its intended purpose.

You may not copy, sell, sublicense, reverse engineer, decompile, scrape, frame, modify or create derivative works from the service except to the extent such restriction is prohibited by law. “Deela”, Deelapay and associated marks may not be used without written permission.

17. Third-party services

The service may depend on banks, payment networks, identity providers, logistics services, telecommunications networks, app stores, cloud providers or links to third-party services. Deela is responsible for selecting and managing processors with appropriate care where the law makes us responsible, but a third party’s independent service may also be governed by its own terms and legal duties.

We are not responsible for the quality of goods or services supplied by a transaction counterparty or an independent third party. This clause does not exclude responsibility that Nigerian law places on Deela for its own acts, omissions, representations or selection and oversight of a processor.

18. Suspension, restriction and account closure

You may request closure through the app or support@deelapay.com. Active deels, disputes, refunds, chargebacks, negative balances and lawful investigations may need to be resolved first. Records may be retained as explained in the Privacy Policy.

We may restrict, suspend or close an account where reasonably necessary because:

• these Terms or applicable law have been breached;
• information is false, incomplete or cannot be verified;
• fraud, account compromise, prohibited activity or unacceptable risk is suspected;
• a payment partner, court, regulator or competent authority requires it;
• the account creates a security or operational threat; or
• the service or relevant feature is discontinued.

Where legally and operationally possible, we will explain the reason and provide a review channel. We will not confiscate funds as a penalty. Remaining funds will be resolved according to valid transaction instructions, disputes, reversals, legal holds and applicable law.

19. Service availability and changes

We work to keep Deela available and accurate, but maintenance, security incidents, network failures, partner outages, force majeure and regulatory action may interrupt the service. We may modify or discontinue a feature. Where a change materially affects an active funded deel, we will seek to preserve the agreed transaction treatment or provide a lawful resolution.

We may issue updates required for security or legal compliance. You should use a supported app version. Deela is not responsible for a problem caused solely by an unsupported or unlawfully modified version where the limitation is fair and lawful.

20. Warranties and consumer rights

We will provide the service with reasonable care and skill and in accordance with applicable law. Except for express commitments in these Terms and rights that cannot lawfully be excluded, the service is provided on an “as available” basis. We do not guarantee that every counterparty is trustworthy, every listing is accurate, every fraud attempt will be detected or every dispute will be resolved in a user’s favour.

Nothing in these Terms excludes or restricts a mandatory right or remedy under the Federal Competition and Consumer Protection Act 2018, the NDPA, payment-services law or another applicable Nigerian law.

21. Limitation of liability

To the maximum extent permitted by law, Deela is not liable for indirect, incidental, special or consequential loss, lost profit, lost opportunity or reputational damage that was not a reasonably foreseeable result of Deela’s breach.

For a proven direct loss arising from a specific deel, Deela’s aggregate contractual liability will not exceed the amount properly payable to you in that deel plus the Deela fees you paid for it, except where a greater liability cannot lawfully be excluded.

No exclusion or limitation in these Terms applies to:

• fraud, fraudulent misrepresentation, wilful misconduct or gross negligence by Deela;
• death or personal injury caused by negligence where liability cannot be excluded;
• breach of a non-excludable data-protection, confidentiality, payment or consumer obligation;
• loss of safeguarded funds to the extent directly caused by Deela’s breach and legally attributable to Deela; or
• any liability that applicable law does not permit us to exclude or limit.

Deela is not liable for the underlying quality, legality or delivery of a user’s goods or services merely because the payment used Deela. This does not affect Deela’s obligation to administer the conditional payment and dispute process with reasonable care.

22. Your responsibility for loss

You are responsible for reasonably foreseeable loss suffered by Deela or another person as a direct result of your fraud, wilful misconduct, unlawful transaction, material breach of these Terms or infringement of another person’s rights. You will not be responsible to the extent the loss was caused or increased by Deela’s breach, negligence or failure to mitigate.

Nothing in this section requires a consumer to indemnify Deela for exercising a statutory right or making a good-faith complaint.

23. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread telecommunications or power failure, natural disaster, civil disorder, epidemic, cyberattack by a third party, government action or failure of a critical payment network. This does not excuse an obligation to protect personal data, account for safeguarded funds, notify users where required or take reasonable steps to reduce the effect of the event.

24. Complaints and regulatory rights

For service or transaction complaints, contact support@deelapay.com. For legal questions, contact legal@deelapay.com. For privacy matters, contact privacy@deelapay.com. Please include relevant dates, deal reference, evidence and the remedy requested.

We will investigate and respond within the timeframe required by applicable law or the service standard communicated for the matter. Escalating a complaint internally does not prevent you from contacting a competent regulator or court.

Privacy complaints may be made to the Nigeria Data Protection Commission at info@ndpc.gov.ng or through https://ndpc.gov.ng. Consumer complaints may be made to the Federal Competition and Consumer Protection Commission through its official complaint channels. Payment complaints may also be referred to the relevant regulated financial provider or regulator where applicable.

25. Changes to these Terms

We may update these Terms for legal, security, operational or product reasons. We will publish the new version with its effective date and give reasonable advance notice of a material adverse change where practicable. A change will not retroactively alter the agreed release or dispute rules for an already funded deel unless required by law or accepted by both parties.

If you continue using Deela after revised Terms take effect, you accept the revised Terms. If you do not agree, you may stop using Deela and request account closure, subject to resolution of active obligations.

26. Governing law and dispute resolution

These Terms are governed by the laws of the Federal Republic of Nigeria.

Before starting court proceedings about these Terms, the parties should first attempt in good faith to resolve the matter through Deela’s complaint process. Either party may propose mediation in Lagos, Nigeria. This does not prevent urgent interim relief, a lawful chargeback, a complaint to the NDPC or another competent regulator, or the exercise of a statutory consumer remedy.

Subject to any mandatory jurisdiction or remedy, the courts of competent jurisdiction in Nigeria may determine a dispute arising from these Terms. No clause in these Terms removes the jurisdiction of the NDPC or a Nigerian court over privacy or other matters within its authority.

27. General provisions

If a court finds part of these Terms unlawful or unenforceable, the remaining provisions continue in effect and the affected provision will apply to the greatest lawful extent.

Our delay in enforcing a provision is not a waiver. You may not transfer your account or rights under these Terms without our written consent. Deela may assign these Terms as part of a lawful restructuring, financing or transfer of the service, provided this does not reduce mandatory rights and applicable privacy requirements are followed.

These Terms, the Privacy Policy and information expressly incorporated under section 1 constitute the agreement concerning your use of Deela, without excluding a representation or right that cannot lawfully be excluded.

28. Contact information

Deela Digital Services Limited (RC 9654122), trading as Deela
5B Johnson Street, Ilupeju, Lagos, Nigeria
Legal: legal@deelapay.com
Support and complaints: support@deelapay.com
Privacy and Data Protection Officer: privacy@deelapay.com
General enquiries: hello@deelapay.com