Terms of Service

1. The agreement

These Terms of Service (the “Terms”) govern your organisation's access to and use of the Yana Finance platform. By signing an Order Form, creating an account, or using the Services, you agree to these Terms on behalf of your organisation.

Parties. These Terms are between Yana Finance (Pennee Technologies, Inc, 651 N Broad St, Middletown, Delaware, United States) (“Yana Finance”, “we”, “us”) and the organisation named in the Order Form (the “Client”, “you”).

Structure. These Terms form a single agreement with:

the Order Form, which sets out the products, plan, fees and term you have subscribed to;
the Product Schedules in Section 18, which apply only to the products you subscribe to; and
the Yana Finance Privacy Policy and Data Processing terms, which describe how we handle personal data.

If these documents conflict, the order of priority is: the Order Form, then the relevant Product Schedule, then these Terms, then the Privacy Policy.

Business use only. The Services are offered only to businesses. They are not offered to individuals acting for personal purposes. Borrowers and applicants of the Client are not parties to these Terms.

2. Definitions

Services: the Yana Finance platform, products, dashboards, APIs, documentation and support made available to you.
Products: Vector (credit underwriting and decisioning), Originations (loan application and origination workflows) and Collections (repayment and recovery workflows).
Client Data: all data you or your End Users submit to the Services, including Borrower Data.
Borrower Data: personal data relating to your loan applicants, borrowers, guarantors and their representatives.
End User: an applicant, borrower or other individual who interacts with the Services through your products or channels.
Authorised User: an employee or contractor you permit to access your account.
Third-Party Services: data, verification, banking, payment, infrastructure or other services provided by parties other than Yana Finance.
Output: scores, decisions, recommendations, reports or other results generated by the Services.
Order Form: the order, proposal or online subscription that you accept to purchase the Services.

3. The Services

Yana Finance provides lending infrastructure software to licensed and registered lenders operating in Nigeria. We grant you a non-exclusive, non-transferable, revocable right to use the Products listed in your Order Form, for your internal business purposes, during the subscription term.

Yana Finance is not a lender. We do not grant, fund, price, approve, disburse or own any loan. Every credit decision, loan offer, interest rate, fee and disbursement is made by you, in your own name and under your own licence.

Changes to the Services. We may update, improve or change features from time to time. We will not materially reduce the core functionality of a Product you have paid for during your current term without giving you at least 30 days' notice.

4. Accounts and access

You are responsible for all activity under your account and your API credentials.
You must keep login details and API keys confidential and limit access to Authorised Users who need it.
You must tell us promptly at hello@yana.finance if you suspect unauthorised access to your account.
We may suspend access to protect the Services, other clients or End Users from a security threat, and will tell you as soon as practicable.

5. Your obligations

You represent and agree that, throughout the term:

You hold, and will maintain, every licence, registration and approval required to carry on your lending business in Nigeria.
You will comply with all laws that apply to your lending, data and collections activities, including consumer protection, digital lending, anti-money laundering, credit reporting and data protection laws, and the rules of any regulator that supervises you.
You are solely responsible for your own customer-facing terms, loan agreements, pricing disclosures and privacy notices to End Users.
You have a lawful basis, and where required the End User's consent, for every piece of Borrower Data you submit to or retrieve through the Services.
You will give End Users any notice required by law that their data is processed using automated tools, including credit scoring.
The information you provide to us, and configure in the Services, is accurate and kept up to date.

6. Acceptable use

You must not, and must not allow anyone else to:

use the Services to lend, collect or process data without the required licence or lawful basis;
use the Services to harass, threaten, shame or intimidate any End User, or to contact any person in an End User's phone contacts, social network or workplace who is not a guarantor or nominated referee;
access, retrieve or debit any bank account, card or wallet that the End User has not lawfully authorised;
resell, sublicense or provide the Services to third parties, except as permitted in your Order Form;
reverse engineer, copy, scrape or attempt to extract the source code, models, weights or logic of the Services;
probe, overload or interfere with the Services or exceed published rate limits;
upload malicious code or use the Services to discriminate unlawfully against any End User; or
use the Services to build or train a competing product.

We may suspend or terminate access immediately if you breach this Section.

7. Fees and payment

You will pay the fees in your Order Form, in Naira unless stated otherwise.
Subscription fees are billed in advance for the billing period you choose (monthly, quarterly or annually). Discounts for quarterly or annual billing apply only while you remain on that billing period.
Usage-based fees, where applicable, are billed in arrears based on our usage records.
Invoices are due within 14 days of the invoice date.
Fees exclude VAT and other applicable taxes, which you will pay in addition. If you are required by law to withhold tax, you will provide the relevant receipt.
If an invoice is more than 15 days overdue, we may suspend the Services after giving you 7 days' written notice.
Fees paid are non-refundable, except where these Terms expressly say otherwise.
We may change our fees at renewal by giving you at least 30 days' notice.

8. Third-Party Services

Some features rely on Third-Party Services, such as identity verification, credit information, bank data, payment and hosting providers. These are subject to their providers' own terms and availability.

We select these providers with care, but we do not control them. We are not responsible for their outages, delays, errors, or the accuracy and completeness of data they return. Where a Third-Party Service changes or becomes unavailable, we may substitute an equivalent service.

9. Data

Your data stays yours. You own Client Data. You grant us a licence to host, process and use Client Data only to provide, secure and support the Services, and as described in the Privacy Policy.

Our role. For Borrower Data, you are the data controller and Yana Finance acts as your data processor. We process Borrower Data only on your documented instructions, which include these Terms and your configuration of the Services.

Aggregated data. We may create anonymised and aggregated data from use of the Services, so that no individual or Client can be identified. We may use it to improve our models, benchmarks and Services. We own this aggregated data.

Security. We maintain reasonable technical and organisational measures to protect Client Data, and will notify you without undue delay after becoming aware of a personal data breach affecting your Client Data.

10. Intellectual property

Yana Finance and its licensors own the Services, including all software, models, scoring logic, weights, documentation and improvements. Nothing in these Terms transfers ownership to you.

If you give us feedback or suggestions, we may use them freely without obligation to you.

You own your Output, subject to our ownership of the underlying Services and models.

11. Service levels and support

We aim to make the Services available 99.5% of the time each month, excluding scheduled maintenance and events outside our reasonable control. Support channels, response times and any enhanced service levels are set out in your Order Form or Enterprise plan.

12. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform these Terms, and share it only with personnel and advisers who need to know it and are bound by similar duties. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law or a regulator.

13. Warranties and disclaimers

We warrant that the Services will perform materially in line with their documentation. If they do not, your remedy is for us to fix the issue or, if we cannot, to terminate the affected Product and refund prepaid fees for the unused period.

Except as stated in these Terms, the Services are provided “as is”. We do not warrant that the Services will be error-free or uninterrupted, or that any Output will be accurate, complete or produce a particular commercial result, including loan performance, default rates or recovery rates.

14. Limitation of liability

Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, business or goodwill.
Yana Finance is not liable for any credit losses, defaults or unrecovered amounts on loans you make or service.
Each party's total liability under these Terms in any 12-month period is limited to the fees paid or payable by you in that period.
These limits do not apply to your payment obligations, a breach of Section 6, either party's indemnity obligations, or liability that cannot be limited by law.

15. Indemnity

You will defend and indemnify Yana Finance against claims, fines and losses arising from your lending, pricing or collections practices; your breach of law or of Sections 5 or 6; or Client Data you submit without a lawful basis.

We will defend you against third-party claims that the Services, used as permitted, infringe that party's intellectual property rights.

16. Term and termination

These Terms run for the subscription term in your Order Form and renew automatically for the same period unless either party gives 30 days' written notice before renewal.
Either party may terminate for material breach that is not fixed within 30 days of written notice.
We may terminate immediately if you lose a licence required for your lending business, or if required by law or a regulator.
On termination, your access ends and outstanding fees become due. For 30 days afterwards, you may request an export of your Client Data. After that, we will delete Client Data, except where we must keep it by law.

17. General

Governing law: These Terms are governed by the laws of the Federal Republic of Nigeria.
Disputes: The parties will first try to resolve any dispute through good-faith negotiation for 30 days. Unresolved disputes will be settled by arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator, in English.
Changes to these Terms: We may update these Terms. We will give at least 30 days' notice of material changes, which take effect at your next renewal unless required sooner by law.
Force majeure: Neither party is liable for delays caused by events beyond its reasonable control.
Assignment: You may not assign these Terms without our consent. We may assign them to an affiliate or successor.
Notices: Notices must be in writing and sent to the email addresses in the Order Form, or for Yana Finance, to hello@yana.finance.
Entire agreement: These Terms, the Order Form, the Product Schedules and the Privacy Policy are the entire agreement between the parties on their subject.

18. Product Schedules

Each Schedule applies only if the Product is listed in your Order Form. It adds to these Terms and prevails over them for that Product.

Schedule A: Vector

What Vector does. Vector provides AI-assisted credit underwriting and decisioning. It applies eligibility rules, credit models, product conditions and affordability checks to applicant data and returns scores, decisions and recommended offers.
Decision support only. Vector Output supports your credit decision but does not replace it. You remain solely responsible for each approval, decline, loan amount, price and term, and for your credit risk appetite.
Your configuration. You are responsible for the eligibility rules, thresholds, product conditions and any custom model factors or weights you set or approve. Where we design a custom model with you, you are responsible for reviewing and approving it before use.
No performance guarantee. Credit models estimate risk using the data available. We do not guarantee that any applicant will repay, or that any portfolio will achieve a particular default or loss rate.
Data quality. Output depends on the completeness and accuracy of the data you and any Third-Party Services supply. Where data is missing or unavailable, Vector may apply fallback logic, which may affect Output.
Automated decisions. You must give applicants any notice required by law about automated processing, and provide a route for them to request human review of a decision. We will give reasonable help with explaining the factors behind a decision.
Fair use. You must not use Vector to discriminate unlawfully, or to make decisions on criteria prohibited by law.
Delivery. Results may be returned synchronously or asynchronously. You are responsible for receiving and processing them on your systems.

Schedule B: Originations

What Originations does. Originations provides digital workflows for loan applications, including application capture, document collection, identity and verification checks, approval routing and offer acceptance.
Your products and disclosures. You configure your loan products, application questions, and the terms and disclosures shown to applicants. You are responsible for ensuring they are accurate, lawful and complete, including clear disclosure of interest, fees and total cost of credit.
Consents. You are responsible for obtaining and recording all applicant consents required by law, including for credit checks, data sharing and any repayment mandate. Originations provides tools to capture consent but does not determine what consent is legally required.
Verification results. Verification checks rely on Third-Party Services and the documents supplied by applicants. A successful check does not guarantee that an applicant's identity or information is genuine.
Loan agreements. Any loan agreement accepted through Originations is between you and the applicant. Yana Finance is not a party to it.

Schedule C: Collections

What Collections does. Collections provides tools to manage repayment and recovery, including repayment scheduling, reminders, payment collection through authorised channels, case management and reporting.
No guarantee of recovery. Collections helps you recover amounts due, but does not guarantee the recovery of any amount. Recovery depends on factors outside our control, including the borrower's circumstances, account balances and the availability of payment channels. We are not liable for any amount that remains unrecovered.
Authorised accounts only. Collections will only attempt debits on bank accounts, cards or wallets that the borrower has validly authorised for repayment through a recognised mandate. Collections does not, and will not, debit any account the borrower has not authorised, even if that account is linked to or held in the name of the borrower.
Your mandates. You are responsible for ensuring that every repayment mandate is valid, lawfully obtained and still in force, and for stopping collection attempts when a mandate is cancelled or a loan is settled.
Collections conduct. You must follow all laws and regulatory guidance on fair debt collection. You must not use Collections, or any data obtained through it, to contact a borrower's contacts, employer or social network (other than a guarantor or referee who has agreed to be contacted), to publish a borrower's information, or to use threatening, abusive or misleading messages.
Messaging. You are responsible for the content of reminders and messages sent through Collections, and for honouring opt-outs and permitted contact times.
Disputes and errors. You are responsible for handling borrower complaints and for refunding any amount collected in error. We will give reasonable help investigating any collection attempt made through the Services.