1. Introduction and Acceptance of Terms
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and Bluebulb Financials Limited ("Bluebulb," "Company," "we," "us," or "our"), governing your access to and use of Orbita, an enterprise treasury management, cross-border payment visibility, liquidity analytics, and cash flow operations platform, including all associated websites, APIs, applications, and services (collectively, the "Platform").
By accessing, registering for, or using the Platform, you represent and warrant that:
- You have read, understood, and agreed to be bound by these Terms and our Privacy Policy.
- You are accessing the Platform on behalf of a corporate entity, business, or organization ("Legal Entity"), and you possess full legal authority to bind such Legal Entity to these Terms.
- Your use of the Platform complies with all applicable local, national, and international laws and regulations.
If you do not agree to these Terms, you must immediately cease accessing or using the Platform.
2. Description of the Platform
Orbita is a multi-currency treasury management software-as-a-service (SaaS) platform designed for African enterprises and global businesses. The Platform provides:
- Liquidity & Cash Flow Analytics: Real-time visibility into multi-bank liquidity positions, cash flows, and treasury forecasting.
- Cross-Border Payment Execution & Tracking: Interface tools to initiate, track, and monitor international payment lifecycles and settlement statuses across global business corridors.
- Foreign Exchange (FX) Risk Visibility: Analytics to track foreign exchange exposures and manage multi-currency operational workflows.
- Enterprise Security & Controls: Role-based access governance, transaction tracking, audit logging, and financial operations compliance tools.
Regulatory Disclaimer: Bluebulb is a financial technology infrastructure provider. Orbita provides software and treasury management interface tools. Regulated payment execution, foreign exchange settlement, banking accounts, and international fund transfers are provided exclusively through licensed financial institutions, banking partners, and authorized payment service providers integrated into or supporting the Platform in their respective jurisdictions.
3. Account Registration and Eligibility
- Business Verification & KYC/KYB: Access to Orbita requires successful completion of corporate onboarding, Know Your Business (KYB), Know Your Customer (KYC), anti-money laundering (AML), and sanctions screening procedures mandated by Bluebulb and its partner financial institutions. You agree to provide accurate, current, and complete corporate, financial, and beneficial ownership documentation.
- Account Security: You are strictly responsible for maintaining the confidentiality of credentials, API keys, two-factor authentication (2FA) mechanisms, and access tokens associated with your account. You accept full responsibility for all activities, transactions, and API calls executed under your account credentials.
- Authorized Users: You must restrict account access solely to designated officers, employees, or authorized representatives. You are liable for any unauthorized access resulting from your failure to secure access controls or administrative rights.
4. Platform Use and Restrictions
You agree that you will not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform.
- Use Orbita for any unlawful purpose, including money laundering, terrorist financing, fraud, evasion of trade sanctions, or unauthorized payment processing.
- Interfere with, bypass, or breach the security mechanisms, rate limits, or access controls of the Platform.
- Introduce malware, trojans, ransomware, or malicious code into the Platform's infrastructure or connected APIs.
- Resell, sub-license, white-label, or lease access to the Platform to any third party without Bluebulb's express written consent.
5. Cross-Border Transactions and FX Management
- Payment Lifecycles: Payment initiation and tracking features rely on global banking channels, correspondent networks, and local clearing systems. While Orbita provides real-time visibility, Bluebulb does not guarantee absolute processing times where delays occur outside its direct operational control (e.g., intermediary bank holds, clearing house delays, compliance checks).
- Foreign Exchange Rates: FX rates displayed or utilized on the Platform represent real-time market feeds or executable quotes provided by partner financial institutions. Rates are subject to market volatility and are finalized only upon explicit execution and confirmation.
- Compliance Checks: Cross-border payment requests may be flagged, delayed, or rejected by clearing network compliance systems, sanctions screening filters, or regulatory authorities. Bluebulb is not liable for losses resulting from regulatory holds enforced by third-party partner institutions.
6. Intellectual Property Rights
All right, title, and interest in and to the Platform—including software code, system architectures, user interfaces, branding, trademarks (including "Orbita" and "Bluebulb"), analytics engine algorithms, and platform documentation—are and remain the exclusive intellectual property of Bluebulb Financials Limited and its licensors.
Subject to compliance with these Terms, Bluebulb grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business treasury and financial operations during the term of your agreement.
7. Data Privacy and Financial Records
Our processing of personal and corporate data is governed by our Privacy Policy. You represent that you have obtained all necessary consents, legal bases, and authority under applicable data protection laws to submit third-party, client, or employee data to the Platform for processing.
8. Representations and Warranties; Disclaimer
- Service Availability: While we strive for maximum uptime and operational reliability, the Platform is provided on an "AS IS" and "AS AVAILABLE" basis. We do not warrant uninterrupted, error-free, or zero-latency performance.
- Financial & Legal Advice Disclaimer: Orbita provides treasury analytics, liquidity visualization, and workflow automation. The Platform does not constitute legal, tax, investment, or regulatory advice. You are solely responsible for your treasury decisions, funding strategies, and hedging activities.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
- Bluebulb, its affiliates, directors, employees, and licensing partners shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity, arising from or related to your use of the Platform.
- In no event shall Bluebulb's total aggregate liability under or in connection with these Terms exceed the total service fees paid by you to Bluebulb for access to the Platform in the three (3) months preceding the event giving rise to the claim.
10. Indemnification
You agree to defend, indemnify, and hold harmless Bluebulb, its affiliates, officers, directors, and partners from and against any third-party claims, liabilities, losses, damages, expenses, or costs (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your misuse of the Platform; (c) your violation of applicable compliance, AML, or sanctions regulations; or (d) any unauthorized transaction resulting from compromised account credentials on your end.
11. Termination and Suspension
- Suspension: Bluebulb reserves the right to immediately suspend or restrict access to your account if: (a) required by regulatory authorities or court order; (b) we suspect fraudulent, unauthorized, or illegal activity; (c) your account presents an unacceptable security or compliance risk; or (d) fees remain unpaid after due notice.
- Termination: Either party may terminate the business relationship in accordance with agreed commercial terms or upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days.
12. Governing Law and Dispute Resolution
- Governing Law: These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without giving effect to conflict-of-law principles.
- Amicable Settlement: The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms through mutual consultation.
- Arbitration: If a dispute is not settled within thirty (30) days of initial notice, it shall be referred to and finally resolved by binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English. Notwithstanding the foregoing, nothing shall prevent Bluebulb from seeking interim injunctive relief or enforcement of intellectual property rights in any court of competent jurisdiction globally.
13. Amendments
We reserve the right to modify these Terms at any time by posting updated terms on the Platform or notifying you via email. Your continued use of Orbita after such modifications constitutes acceptance of the revised Terms.
14. Contact Information
For inquiries regarding these Terms or the Platform:
Bluebulb Financials Limited
Email: [email protected]