Introducing our Terms and Conditions (the “Agreement”) including who it applies to. When you open an account with us, you are setting up an agreement. This is between Carbon Microfinance Bank Limited (or any other company we transfer it to) and you.
The Agreement applies to and regulates the provision of the financial services provided by Carbon Microfinance Bank Limited (hereinafter called “Carbon”), a financial institution licensed by the Central Bank of Nigeria (“CBN”) which provides financial services via its mobile application – Carbon™.
By visiting our website and/or using our services (including use of all services linked or connected to your use of the website), you confirm that you accept and agree to this Agreement, consent to electronic communications, and agree to Carbon’s Privacy Policy. The headings contained in this document are for reference purposes only. You should print a copy of this Agreement for your records. If you do not agree, please do not use our services.
In this Agreement, there are two sections:
‘Account’ means your account with Carbon Microfinance Bank Limited
‘Business Day’ means any day other than a Saturday, Sunday or a public holiday in Lagos, Nigeria on which banks are open for normal banking business.
“Connected Persons” means directors, officers or employees of a company, partners or members of a partnership, any substantial owners, controlling persons, or beneficial owners or any other persons or entities you have a relationship with that’s relevant to your relationship with us.
‘Disbursement’ means the disbursement of the Loan by Carbon to You in accordance with the terms of this Agreement.
‘Due Date’ means the dates set out in the Repayment Schedule on which You are required to make the principal and interest repayments.
‘Loan’ means the amount advanced to You by Carbon.
‘Permitted Purpose’ means for the purpose of financing Your business.
‘Repayment Schedule’ means the schedule sent to You by Carbon which contains the principal and interest payments due to be and the dates for such payments accordance with this Agreement.
‘You’ and ‘your’ means the customer we’re providing a product or service to. When you give us your mandate, you’ll be bound by anything anyone authorized under that mandate does, provided it’s within the scope of the mandate.
‘We’, ‘our’ and ‘us’ means Carbon Microfinance Bank Limited, or any other entity that we transfer our rights or obligations to.
We will contact and give notices to you, or anyone you have authorized to receive notices on your behalf, through the following means
You must make sure that anyone who’s authorized to access or use your Accounts is aware of any relevant notices and information we send to you.
If you’re an incorporated company, we’ll assume that any contact information you give us (including email addresses) is corporate contact information for your entity and we may use it to send you information about our products and services that relate to your entity.
You must tell us as soon as possible if anyone’s contact details change. If you don’t, you may not get information or notices from us and we won’t be responsible for this.
We’ll always communicate in English.
You can contact us by using the in-app support feature on the mobile application or using the complaint tab on the web portal at portal.getcarbon.co
We’ll do our best to perform our obligations under this Agreement. However, we also have to comply with laws, regulations, court orders, and other obligations that apply to us. This may include taking measures to prevent our services being used for financial crime. That means we may not perform our obligation and may close, end or suspend your Account, where we reasonably believe that doing so may:
We won’t be liable to you if this happens.
If we ask for information, you must give it to us as soon as possible. You must tell us within 30 days if anything changes to your information is accurate. Our privacy policy (available at www.getcarbon.co) explains how we will use information about you and your connected persons. We’ll also give this information to others if we’re required by law or a public duty to disclose it. We’ll also give it to others if it’s in our interests to disclose it to protect our interests or reputation, such as in any legal proceedings, or if we have your specific agreement.
Before you or anyone on your behalf provides information about your Connected Persons to us, you must make sure that you have a legitimate interest, lawful purpose or the relevant person’s consent to do so. You must also make sure they’ve been provided with our Privacy Policy, which explains how we’ll process their information and their rights in relation to it.
We can choose not to enforce any of our rights under our agreement. If we choose not to enforce our rights when we could, we may enforce them later.
To the extent not prohibited by law, under no circumstances shall We, our subsidiaries, partners, or affiliates, be liable to You for: (a) personal injury or any indirect, incidental, consequential, special or exemplary damages, arising from or relating to this Agreement, the use of or inability to use a Carbon Account, the Services, our or your liabilities to third parties arising from any source; or (b) except as required under applicable law, any indirect, incidental, consequential, special or exemplary damages, arising from or relating to the conduct of You or anyone else in connection with the use of a Carbon Account or the Services, including, but not limited to, damages arising from Your failure to provide Us with accurate information or a third party’s failure to correctly verify such information.. You agree that if any lawsuit or court proceeding is permitted under this Agreement, the aggregate liability of Us and Our affiliates and suppliers to You for all claims arising out of or related to this Agreement or Your use or inability to use the Services will not exceed the amount of any affected order(s) giving rise to such damages. These limitations will apply even if the above stated remedy fails of its essential purpose.
You agree that you are responsible for any taxes which may be applicable to payments you make or receive. You further agree that Carbon may withhold amounts in your Account if we are required to do so in accordance with the direction of any tax authority, or we are required to do so by law.
Sometimes things happen which are outside our reasonable control. These can include natural events and power failures and are often called force majeure events. We won’t be liable to you if any of these events happen and prevent or delay us from performing any of our obligations under this Agreement.
We may transfer or assign our obligations under this Agreement, and any rights under this Agreement, to a third party without Your consent. You hereby waive demand, notice of non-payment, protest and all other notices or demands whatsoever, and hereby consent that without notice to and without releasing the liability of any party, the obligations evidenced by this Agreement may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled or released by us.
1.1 Account Types: We offer two types of business accounts:
1.2 Fees and Interest
You agree that fees and interest are subject to change and We will notify You in advance of such changes via the email address associated with Your Account.
You agree that You are responsible for all authorized transactions initiated and fees incurred by use of Your Account. If You permit another person to have access to the Account, it will be treated as if You authorized such use and will be liable for all transactions and fees incurred by those persons.
You undertake to be absolutely responsible for safeguarding Your Account login (this includes your PIN) and under no circumstance shall You disclose any or all of these to any person including a Carbon representative. You hereby agree that Carbon is expressly exempted from any liability arising from unauthorized access to Your Account which arises as a result of Your inability and/or otherwise to safeguard your PIN and/or failure to log out of the system completely by allowing on screen display of your Account information.
We’ll do all we reasonably can to keep your account secure, and so must you. This includes keeping your Account login and security details safe and telling us if you notice something doesn’t seem right. Make sure everyone with access to your Account, does the same. You must contact us as soon as possible if anyone accesses or uses your Account, or login details without your permission, or tries to do so.
You can fund your account through bank transfers or receiving payments directly into your Carbon Account. We may not approve receipt of funds into your Account if any of the following happens:
We won’t be liable to you in any of these circumstances.
You can make transfers from Your Account to any Nigerian bank. Carbon may reject, decline, fail to authorize, or delay any transaction to or from Your Account or, in the case of a credit to Your Account, delay making the funds available to You where We consider it reasonable to do so and this includes without limitation, the following:
The transaction fee includes any fees and charges payable for the use of services provided by Carbon.
The transaction fee may be increased or decreased from time to time by Carbon. Any change in the transaction fee will take effect on Your account following a minimum of fifteen (15) days written notice.
We may amend this Agreement from time to time. If we make any changes to this Agreement, We will notify You in advance of such changes via the email address associated with Your Account. If you do not agree with the changes, please do not use the Services.
You may request to close Your Account at any time by contacting us. Your request may take up to 30 business days to process. If You owe any payment to Carbon, Carbon will not close your Account until that payment has been made, but We may limit Your ability to make additional transactions using Your Account. You may not close Your Account to evade an investigation. You will remain liable for all obligations related to Your Account even after the account is closed. Carbon will retain Your information in accordance with our Privacy Policy (available on the Carbon website) and any applicable state or federal law, rule or regulation. You can also request for a copy of Your full payment transaction history with Carbon, which We will give You in the form of bank statements.
We can close Your Account by giving you a maximum of fourteen (14) days’ notice. We may close your Account if:
You agree to release, indemnify and hold harmless Us, our affiliates, and respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use Your Carbon Account or the Services; (b) your breach or alleged breach of this Agreement; (c) Your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of Your employees, contractors, or agents, or a breach of any contracts or other relationships between You and third parties; (d) your violation of any applicable law; or (e) your failure to provide and maintain true, accurate, current and complete information in Your Carbon Account. You shall cooperate as fully as reasonably required in the defense of any such claim. Carbon reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You agree not to settle any matter without the prior written consent of Carbon. For the avoidance of doubt, this indemnification, defense and hold harmless obligation will survive this Agreement and the termination of Your use of the Services.
Except as expressly provided otherwise, this Agreement is governed by, and will be construed under the laws of the Federal Republic of Nigeria.
In the event of a dispute, this Agreement shall be subject to the jurisdiction of the courts of the Federal Republic of Nigeria.
This Agreement represents the entire understanding between Carbon and You with respect to the subject matter hereof and supersedes any prior agreement. Carbon and Yourself acknowledge and agree that the other has not made any representations, warranties or agreements of any kind except as expressly set forth herein.
Notwithstanding any other provision in this Agreement, neither Carbon, its affiliates, officers, directors, employees, attorneys or agents shall have any liability with respect to, any claim for any special, indirect, incidental, consequential damages suffered or incurred by you in connection with, arising out of, or in any way related to, a breach of this Agreement.
The failure of Carbon to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.You hereby authorize and consent to all lawful access, use or disclosure of Your particulars, data and information in the application by Us for purposes necessary to provide You with the services.
Carbon may at any time vary and revise these Terms and Conditions by updating this document. The most updated version of this document will be available for Your review under the “Carbon™ Terms and Conditions” link that appears on the Carbon website.
You acknowledge that all intellectual property rights in Carbon™ belongs to Carbon or its licensors and that rights in the application/website are licensed (not sold or assigned) to You in accordance with this Agreement, and that you have no rights in, or to, the mobile application/website other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to the mobile application in source-code form.
Subject to the provisions of this Agreement, Carbon hereby agrees to make the Loan available to You. Carbon’s obligations under this Agreement shall not become effective until you have provided Carbon with all documents it considers necessary to approve the Loan.
The Loan shall be drawn in a single disbursement. The drawdown by You shall be deemed to constitute a representation and warranty by You that all the representations and warranties set forth in Clause 5 are true and correct as at the date of drawdown.
The interest rate shall be calculated daily from the date the Loan is disbursed by Carbon into Your designated bank account. You agree to pay Carbon, the Loan sum and the applicable interest rate, due to Carbon.
4.1
The interest rate shall be calculated daily from the date the Loan is disbursed by Carbon into Your designated bank account. You agree to pay Carbon, the Loan sum and the applicable interest rate, due to Carbon.
4.2
On the Due Date, You shall pay to Carbon all sums due under in respect of the Loan in addition to any accrued interests thereon.
4.3
Without prejudice to the provisions in Clauses 4.1 and 4.2 above, You shall be entitled to prepay the entire Loan and interest payment for the subsisting month thereon to Carbon:
4.4
A 2% management fee will be charged on each approved loan and deducted upfront from the disbursed loan amount. Please note that interest on the loan will be calculated based on the total approved loan amount and not the net disbursed amount.
4.5
All payments made under this Agreement shall be made to each Party’s designated bank account as communicated in writing to the other Party.
4.6
All payments made by You under this Agreement shall be made without deduction or withholding for or on account of any present or future taxes, duties or other charges, fees, restrictions or condition and without set-off or counterclaim or any deductions whatsoever. You hereby undertake, if compelled by law to make any deductions in any payment, promptly pay to Carbon such additional amounts as will result in the net amount being equal to the full amount which would have been receivable had there been no such deduction or withholding.
4.7
You hereby agree that Carbon may apply penalty fees on such outstanding amounts if you fail to pay the Loan Repayment Amount on or before the Due Dates.
4.8
You hereby covenant to repay any outstanding obligation as and when due. In the event that You do not repay any outstanding obligation as agreed, and such obligation becomes delinquent, Carbon shall have the right to report the delinquent obligation to the Central Bank of Nigeria through the Credit Risk Management System (“CRMS”) or by any means, and request the CBN to exercise its regulatory powers to direct all banks and other financial institutions under its regulatory purview to set-off Your indebtedness from any money standing to Your credit in any bank account and from any other financial assets they may be holding for Your benefit.
4.9
You covenant and warrant that Carbon shall have power to set-off Your indebtedness under this Agreement from all such monies and funds standing to Your credit/benefit in any and all such accounts or from any other financial assets belonging to You and in the custody of any such bank.
4.10
You hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever and irrevocably agree that You shall not argue to the contrary before any court of law, tribunal, administrative authority or any other body acting in any judicial or quasi-judicial capacity.
5.1
Carbon or its duly authorized representatives/agents will utilize dedicated credit agencies for a credit report on You in considering any application for credit.
5.2
You authorize Carbon to access any information available to it as provided by the Credit Agency.
5.3
You also agree that Your details (excluding the card details) and the Loan application decision may be registered with the Credit Agency.
6.1
You hereby warrant that the Loan shall be utilized solely for the Permitted Purpose.
6.2
You represent that You have the power to borrow and have taken all necessary actions to authorize the execution, delivery and performance of all the terms and conditions herein stated.
6.3
You represent that there has been no material adverse change in Your financial position as represented to Carbon prior to execution of this Agreement.
6.4
You represent that there is no litigation or administrative proceeding pending against You, which would substantially affect Your financial position or Your ability to carry on normal business.
6.5
You represent that You are not in default under any obligation in respect of any borrowed money and that the execution and performance of this obligation will not be or result in a breach of or default under any provision of any agreement to which You are a party.
6.6
All necessary and effective approvals, permissions and consent of any regulatory body which may be required in connection with this Agreement have been granted and not withdrawn.
When an Event of Default occurs, the Loan amount and any interest due under this Agreement shall immediately become due and payable. An Event of Default in terms of this Agreement shall occur if:
7.1
You fail to make any payment due under this Agreement within five (5) days after written notice from Carbon.
7.2
You fail to observe and perform any covenant, condition or agreement to be observed or performed under this Agreement for a period of seven (7) days after written notice from Carbon specifying such failure and requesting that it be remedied.
7.3
If any representation or warranty contained in or made in connection with the execution and delivery of this Agreement, or in any certificate furnished pursuant to this Agreement shall prove to be incorrect or to have been incorrect when made in any material respect; and
7.4
Your inability to pay Your debts generally including carrying out any of the following:
7.5
Upon an Event of Default by You, Carbon shall have all the rights and remedies available to it under law in enforcing this Agreement including but not limited to, the following:
