Terms of Service

1. Who we are and what we offer

Verdge is an AI agent platform. You reach our agents through channels including but not limited to WhatsApp, Telegram, SMS, email, and our website. Through these agents you may, among other things:

• top up an in-platform wallet ("Wallet") in Nigerian Naira (₦);
• pay third-party service providers for goods and services such as airtime, mobile data, electricity tokens, cable TV subscriptions, and similar utilities;
• interact with custom agents published by tenants on our marketplace;
• create content (including images, audio, video, and documents) and list or sell it through a storefront;
• earn and spend VerdgeCredits (defined in Section 5).

We act as a technology and payment-routing platform. Where you purchase a third-party service through us (e.g., electricity from a Distribution Company, airtime from a Mobile Network Operator), or goods and services from an independent seller on our marketplace, the underlying service or item is provided by that third party, not by Verdge.

You can reach us at hello@verdge.ai or +234 813 779 8112. Syxeaz Ltd is registered in Nigeria under RC 9375557, with its registered office at 13b Fagba Crescent, off Lateef Jakande Road, Agidingbi, Ikeja, Lagos, Nigeria.

2. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract under Nigerian law. You may not use the Service on behalf of any person who does not meet these requirements. Where you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

3. Accounts and channels

3.1. You may interact with Verdge as a registered web user, or as a channel user (WhatsApp, Telegram, SMS, email, etc.). A channel user is identified by their messaging identifier (e.g., phone number, Telegram chat ID, email address).

3.2. You agree to provide true, accurate, and current information at registration and to keep that information updated.

3.3. You are responsible for all activity that occurs under your account, including activity initiated through any channel identifier linked to it.

3.4. You may merge a channel chat into a registered web account using the /link command on a channel or the corresponding web flow. Once merged, the records of the merged channel user (conversations, wallet, subscriptions, transaction history) become part of the parent account.

3.5. We may, at our discretion, refuse to create, suspend, or close any account that we believe violates these Terms or applicable law.

4. AI agent disclosure

4.1. When you interact with a Verdge agent, you are communicating with an AI-powered system, not a human. Some agents may be operated by independent tenants on our marketplace; we do not endorse and are not responsible for the content of agent responses generated by tenant-operated agents beyond what these Terms require.

4.2. AI responses may be inaccurate, incomplete, or out of date. Do not rely on agent output as legal, financial, medical, or other professional advice.

4.3. Conversations are processed to provide and improve the Service, including by third-party AI model providers (e.g., OpenAI, Anthropic). Do not share information you do not want processed in this way, including sensitive personal data, banking PINs, full card numbers, or government-issued ID numbers, unless explicitly required by a verified KYC step.

5. Wallet and VerdgeCredits

5.1. Wallet. Your Wallet holds funds in Nigerian Naira. You can top up your Wallet via supported payment methods (currently provided by Paystack Payments Limited). Wallet balances may be used to pay for services on the platform and, subject to KYC and applicable fees, may be withdrawn to a verified bank account.

6. Referral program

6.1. You may receive a unique referral code that you can share. When a new user signs up using your code and completes a qualifying first wallet top-up of at least ₦1,000 (or such other amount as we set from time to time), both you and the new user receive VerdgeCredits in amounts we publish on our website and disclose at the time of qualification.

6.2. Anti-abuse. The following are prohibited and will result in rejection of the referral, revocation of any VerdgeCredits granted, and may result in account suspension:

• referring yourself, including via accounts that share an email address, phone number, or device with you;
• creating accounts solely to redeem referral rewards;
• any misrepresentation about Verdge to induce a sign-up;
• automated or scripted referrals.

6.3. Caps. We may cap the number of credited referrals per referrer per period, and may pause or end the program at any time. The current cap and program status may change without prior individual notice.

7. Promo codes

7.1. We may issue single-use promo codes through marketing partners or campaigns. A code is consumed once it is redeemed and cannot be reused.

7.2. Each user may redeem at most one code per promotional campaign. You can participate in multiple campaigns over time (e.g., a launch promo, a holiday promo, etc.), but you cannot stack codes from the same campaign by collecting cards from several marketers. Promo codes are personal to the user who redeems them and may not be sold, traded, or transferred.

7.3. We may invalidate codes that are obtained or distributed in violation of these Terms or the rules of the issuing campaign, and may revoke any VerdgeCredits granted as a result.

8. Service payments (airtime, electricity, and other third-party services)

8.1. When you purchase a third-party service through Verdge, you authorize us to debit your VerdgeCredits and/or Wallet for the total amount, including any platform service fee disclosed at checkout.

8.2. Once the third-party provider confirms successful delivery (e.g., airtime credited, electricity token generated), the purchase is final and non-refundable.

8.3. If the third-party provider fails to deliver the service, we will refund the full amount you were charged to the same source(s) you paid from (VerdgeCredits portion to credits, Wallet portion to Wallet). Where the provider's response is unclear, we may queue your transaction for re-confirmation before issuing a refund.

8.4. Service prices and platform fees are displayed before you confirm a payment. By confirming, you agree to the displayed total.

9. Buyer Protection (marketplace purchases)

9.1. What it covers. When you buy goods, digital items, or services from an independent seller through a Verdge storefront agent, eligible orders are covered by Buyer Protection. Buyer Protection applies only to purchases completed on the platform; payments you arrange directly with a seller off-platform are not covered.

9.2. How it works. When you pay for a protected order, the amount is held by our payment partner (Paystack Payments Limited) and is not released to the seller until either (a) you confirm you received your order, or (b) a protection window shown to you at checkout passes without an open dispute, at which point the funds release to the seller automatically. For digital items, the seller marks the item delivered and the protection window runs from delivery.

9.3. If something is wrong. Raise a dispute before the protection window closes. We will review it and may resolve it by releasing the funds to the seller or refunding you. Refunds are returned to your Wallet (or the original payment source, where applicable). We aim to resolve disputes within the service window published on the platform.

9.4. Fees. A platform service fee, disclosed at checkout, may be deducted when funds are released to the seller.

9.5. What Buyer Protection is not. Verdge is not a bank or e-money institution and does not itself hold your funds. Buyer Protection is a conditional payment-hold facility operated together with our payment partner; it is a purchase-protection feature, not insurance, a guarantee against every possible loss, or a deposit-taking product. It does not remove your responsibility to choose sellers carefully or to inspect what you receive within the protection window.

9.6. Sellers. If you sell through the platform, you agree that your buyers' payments are subject to this Buyer Protection process, that funds for an order are released to you only on confirmation, auto-release, or dispute resolution in your favour, and that a resolved dispute may result in a refund to the buyer instead of release to you.

10. Withdrawals

10.1. You may withdraw available Wallet balance (not VerdgeCredits) to a verified bank account, subject to KYC requirements, withdrawal fees published on our platform settings, and any anti-fraud holds we apply.

10.2. We are not a bank or e-money institution. Funds in your Wallet are held with our payment partners and are intended for spending on the platform.

11. Prohibited conduct

You agree not to, and not to attempt to:

• use the Service for any unlawful purpose, including fraud, money laundering, terrorism financing, or sanctions evasion;
• impersonate any person or misrepresent your identity or affiliation;
• upload, generate, publish, or sell any content that infringes or violates a third party's intellectual property, privacy, publicity, or other rights, or that is illegal, defamatory, obscene, or otherwise objectionable;
• upload, or use to generate content, any person's face, image, likeness, or voice (including to create an avatar or voice clone) without that person's informed consent;
• create or distribute deceptive synthetic or "deepfake" media that impersonates a real person or entity in a misleading way, or that is used for fraud, harassment, or disinformation;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service or any related systems or networks;
• extract data from the Service via scraping, bots, or other automated means, except via a documented public API;
• reverse engineer, decompile, or disassemble any part of the Service except as expressly permitted by law;
• abuse the referral or promo programs as described in Sections 6 and 7;
• use the Service to transmit spam, malware, or other harmful content;
• use the Service to make payments on behalf of another person without authorization.

12. Intellectual property

12.1. Verdge and its licensors own all rights, title, and interest in the platform, including all software, content, designs, logos, and trademarks. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose only.

12.2. Content you submit (e.g., messages, settings, and content you upload or generate) remains yours, but you grant us a worldwide, royalty-free, sublicensable license to host, store, reproduce, adapt, transcode, and display it as necessary to operate, provide, and improve the Service (for example, generating covers and previews, composing or rendering video, and delivering purchases).

12.3. Tenants who publish agents on our marketplace own their agent configurations and content. By publishing, they grant us the rights necessary to operate, distribute, and bill for those agents on the platform.

13. Your content, uploads, and AI generations

13.1. Uploads and generation. The Service — including the content studio — lets you upload media (images, audio, video, and documents) and generate new content using AI. The license in Section 12.2 covers that content.

13.2. Your representations. You represent and warrant that you own, or have obtained all rights, licenses, consents, and permissions necessary for, the content you upload or use to generate outputs, and that your content — and our permitted use of it to provide the Service — does not and will not infringe or violate any third party's intellectual property, privacy, publicity, or other rights, or any law. You are solely responsible for the content you upload, generate, publish, or sell.

13.3. AI outputs. Subject to your compliance with these Terms and the terms of the underlying AI providers, as between you and Verdge you own the outputs you generate, and you are solely responsible for how you use them. AI outputs may resemble other works, may not be eligible for intellectual-property protection, and are not guaranteed to be original or exclusive; you are responsible for clearing any rights needed before using an output commercially.

13.4. Faces and voices. You must not upload a person's face, image, or voice, or create an avatar or voice based on a real person, without that person's informed consent. Where the Service asks you to confirm that you have the necessary rights or consent before an upload or a build, that confirmation is a condition of using the feature, and you are responsible for its accuracy. We record such confirmations.

13.5. Removal. We may remove or disable access to any content that we believe violates these Terms, or that we are notified infringes a third party's rights, as described in Section 14.

14. Copyright and takedown

14.1. We respect intellectual-property rights and expect our users to do the same. If you believe content available through the Service infringes a copyright you own or control, you may send a takedown notice to our designated copyright contact as described on our Copyright & Takedown page.

14.2. On receiving a valid notice, we will remove or disable access to the identified content and take reasonable steps to notify the user who provided it, who may submit a counter-notice. We terminate the accounts of users who are repeat infringers.

14.3. The full procedure — the information a notice must contain, the counter-notice process, and the contact details — is set out on the Copyright & Takedown page.

15. Tenant-operated agents and the marketplace

15.1. Some agents are operated by independent third-party tenants. These tenants are solely responsible for the content, behavior, and outputs of their agents, and for the goods and services they sell. Verdge is not a party to any agreement between you and a tenant for goods or services delivered by the tenant directly, except as set out in the Buyer Protection process in Section 9.

15.2. We may remove or disable any tenant or agent that violates these Terms or applicable law.

16. Privacy

Our handling of personal data is described in our Privacy Policy. By using the Service, you acknowledge that you have read and understood it.

17. Disclaimers

The service is provided "as is" and "as available", without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant that the service will be uninterrupted, secure, or error-free, or that AI outputs will be accurate, original, or fit for any particular purpose.

18. Limitation of liability

To the fullest extent permitted by law, in no event will Verdge, its directors, employees, or agents be liable to you for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising from or in connection with your use of the service, even if advised of the possibility of such damages. Our aggregate liability for any claim arising out of or related to these terms will not exceed the greater of (a) the total amount you paid us in the ninety (90) days before the event giving rise to the claim, or (b) NGN 50,000.

19. Indemnification

You agree to defend, indemnify, and hold Verdge and its affiliates harmless from any claim, demand, loss, or expense (including reasonable legal fees) arising from your breach of these Terms, your violation of any law, your infringement or violation of any third-party right (including intellectual property, privacy, or publicity rights), or any content you upload, generate, publish, or sell through the Service.

20. Suspension and termination

20.1. We may suspend or terminate your access to the Service, with or without notice, if we reasonably believe you have breached these Terms, engaged in fraud, or pose a risk to other users or the platform.

20.2. On termination, your right to use the Service ends immediately. Wallet balances will be returned to a verified bank account in your name (subject to KYC and applicable laws). VerdgeCredits will not be paid out and will be forfeited.

20.3. Sections that by their nature should survive (Buyer Protection, Intellectual Property, Your Content, Copyright and Takedown, Disclaimers, Limitation of Liability, Indemnification, and these Termination provisions) survive termination.

21. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date and, for material changes, give you reasonable notice through the Service or by email. Continued use of the Service after the effective date of any change constitutes acceptance of the revised Terms.

22. Governing law and dispute resolution

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms will be submitted to the exclusive jurisdiction of the courts of Lagos State, Nigeria, except that we may seek injunctive relief in any court of competent jurisdiction. Before filing any action, you agree to first contact us at hello@verdge.ai and attempt in good faith to resolve the dispute informally for a period of at least thirty (30) days.

23. Consumer protection

Nothing in these Terms limits any non-waivable rights you may have under the Federal Competition and Consumer Protection Act, the Nigeria Data Protection Act, or other applicable consumer protection laws.

24. Contact

For questions, complaints, or to report abuse:

• General: hello@verdge.ai
• Copyright / takedown notices: copyright@verdge.ai (see the Copyright & Takedown page)