Terms of Service

Last updated 1 Aug 2026

1. About these Terms

These Terms of Service ("Terms") govern your school's access to and use of the Cosine platform, applications, and services (together, the "Services") provided by Cosine Technologies Limited, a company incorporated in the Federal Republic of Nigeria, together with its parent company, subsidiaries, and affiliates from time to time ("Cosine", "we", "us", "our").

These Terms form a binding agreement between Cosine and the educational institution, organisation, or entity that registers for an account ("School", "you", "your").

By creating an account, accessing the Services, or clicking to accept these Terms, you confirm that:

you have read and agree to these Terms;
you are authorised to enter into this agreement on behalf of the School; and
the School will be bound by these Terms.

If you do not agree, do not access or use the Services.

These Terms incorporate by reference:

Addendum A: Data Processing Agreement.
Addendum B: Fee Schedule.
our Privacy Policy.
our Sub-processor List.

Where a conflict arises between these Terms and Addendum A in respect of the processing of personal data, Addendum A prevails.

Parents, guardians, and other persons who make payments through the Services are governed by our separate Parent Payment Terms, and not by these Terms.

2. Definitions

"Collection Account" means a deposit account opened in your name with a Partner Institution, arranged through the Services, for the receipt of Fee Payments.

"Credit Facility" means any loan, advance, or working capital facility introduced through the Services and provided by a Lending Partner.

"Debit Mandate" means the authority you grant us under clause 7.3 to instruct debits against a Collection Account for amounts due to us under this agreement.

"Fee Payment" means a payment made by a Payer in respect of school fees or other charges billed by you through the Services.

"Lending Partner" means a licensed lender, bank, or finance company that provides a Credit Facility.

"Partner Institution" means any licensed financial institution, payment service provider, or other regulated entity through which Collection Accounts are opened and maintained, or through which funds are transmitted or settled in connection with the Services.

"Payer" means a parent, guardian, sponsor, or other person who makes or is invoiced for a Fee Payment.

"Platform Data" means data generated by or through your use of the Services, including student records, enrolment records, attendance records, invoices, and transaction records.

"Transaction Fee" means the fee described in clause 7 and set out in Addendum B.

"Wallet" means the view presented within the Services of the balance of your Collection Accounts, together with our ledger of amounts received, attributed, and due. The Wallet is a display and a record. It is not itself an account, and it does not hold funds.

3. Eligibility and account registration

3.1 To use the Services you must be a lawfully constituted educational institution or an entity operating one, and must be able to form a binding contract under Nigerian law.

3.2 You must provide accurate, current, and complete information during registration and keep it updated. You must promptly notify us of any change to your ownership, control, registered details, or banking details.

3.3 Access to payment collection features requires completion of our onboarding and verification process. This includes identity and business verification checks carried out by us or by our Partner Institutions, and may include the collection of corporate registration documents, director and beneficial owner information, and identification documents. These checks are required by law and by our Partner Institutions. We may decline, suspend, or withdraw access where verification is incomplete, cannot be completed, or produces results we or a Partner Institution consider unsatisfactory.

3.4 The account belongs to the School, not to any individual. Access to the account is granted to individual users through permissions you assign and control. You are responsible for:

(a) determining which users have access and what permissions they hold;

(b) reviewing permissions regularly and revoking access promptly when a user leaves your employment or changes role;

(d) ensuring users keep their credentials confidential.

3.5 You must notify us without undue delay at security@trycosine.com if you suspect unauthorised access to your account. Until you do, activity carried out through your account is treated as authorised by you.

4. The Services

4.1 Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during the term of this agreement.

4.2 The Services may include, depending on the modules you are enrolled in:

School management tools: enrolment, student records, classrooms, attendance, assessment and report card generation;
Fee billing and collection: invoice creation, distribution to Payers, provision of one or more Collection Accounts, automated reminders, and payment attribution;
Reconciliation and reporting: matching of received funds to invoices and associated reporting;
Balance display and transfers: display of your Collection Account balances and initiation of transfers on your instruction;
Credit introduction: introduction to Lending Partners, subject to clause 12; and
Scholarship and fund features: where made available, subject to separate terms.

4.3 Not all modules are available at all times. Some features described on our website or in marketing materials are under development. We do not commit to delivering any specific feature, and marketing materials do not form part of this agreement.

4.4 We may modify, add, or remove features from time to time. Where a change materially reduces the core functionality you are using, we will give you at least 30 days' prior notice by email or in-product notification.

5. Our role: important notice

5.1 We are a technology company, not a bank. Cosine is not a licensed bank, deposit-taking institution, microfinance bank, or lender. We do not accept deposits, and we do not carry on banking business.

5.2 We do not hold your money. Fee Payments are paid into a Collection Account held in your name with a Partner Institution that is licensed and regulated in Nigeria. The funds in that account are yours. They are not held by Cosine, are not pooled with funds belonging to Cosine or to any other school, and do not form part of our assets. If Cosine were to cease trading, become insolvent, or lose access to its systems, the money in your Collection Account would remain yours and would remain with the Partner Institution.

5.3 What we provide in relation to those funds is software: we arrange the opening of the account, display its balance, attribute incoming payments to invoices, transmit your transfer instructions to the Partner Institution, and maintain a ledger of what has been received and what is owed. We do not take custody of, control, or direct your funds except as expressly authorised under clause 7.3.

5.4 The Collection Account is provided on the Partner Institution's terms, which govern the account itself, including interest, statements, dormancy, and account closure. Balances on a Collection Account do not earn interest unless the Partner Institution's terms provide otherwise, and no interest is payable by us on any amount.

5.5 Except where expressly stated, we act as your service provider and technology agent in relation to the collection of fees. We do not act as your legal or financial adviser, and nothing in the Services constitutes financial, tax, accounting, or legal advice.

5.6 Where a Partner Institution suspends, freezes, delays, or restricts a Collection Account, a payment, or a transfer, we will notify you and use reasonable efforts to assist, but we are not responsible for the acts, omissions, insolvency, or regulatory decisions of that Partner Institution.

6. Billing Payers

6.1 You are solely responsible for the fees you bill, their amount, their basis, and their lawfulness. We do not set, review, verify, or approve the amounts you bill.

6.2 You instruct and authorise us to issue invoices, send payment reminders, and otherwise communicate with Payers on your behalf and in your name in respect of amounts you have billed, using contact details you provide.

6.3 You warrant that:

you have a lawful basis to bill each Payer for each amount billed;
the contact details you provide for Payers are accurate and lawfully obtained; and
you have provided each Payer with any notice, and obtained any consent, required under applicable data protection law for their personal data to be shared with us and used for these purposes.

6.4 Reminder cadence. Where you enable automated reminders, we will contact Payers according to the reminder schedule configured in the Services, which by default runs for up to 42 days from the invoice due date. You may adjust or disable the cadence in your account settings. You are responsible for the cadence you select being appropriate and proportionate.

6.5 Escalation. Where an invoice remains unpaid at the end of the reminder cycle, you may instruct us to escalate the matter to our collections function, which may contact the Payer to discuss payment arrangements or available scholarship options. Escalation is at your instruction and on your behalf. We will not commence legal proceedings, engage third-party debt collectors, report to credit bureaux, or take enforcement action against any Payer. Where a matter cannot be resolved, we will return it to you and you will decide how to proceed.

6.6 We may decline to send, or may cease sending, any communication that we reasonably consider unlawful, abusive, misleading, or likely to expose us or you to regulatory or reputational risk.

7. Fees and charges

7.1 Transaction Fee. We charge a Transaction Fee on each Fee Payment received through the Services, calculated as a percentage of the gross amount of that payment. The current rate is set out in Addendum B: Fee Schedule. The Transaction Fee is uncapped in absolute terms. The Transaction Fee accrues at the point the Fee Payment is received into a Collection Account, whether or not it has yet been attributed to an invoice.

7.2 Who bears the Transaction Fee. At the time of billing, you select whether to:

absorb the Transaction Fee, in which case it is recovered under clause 7.3 and your net proceeds are reduced accordingly; or
pass it through to the Payer as a separate line item on the invoice, in which case the Payer pays the invoice amount plus the Transaction Fee. Where you pass the Transaction Fee through, you are responsible for it being clearly and accurately presented to the Payer before they pay.

7.3 Debit Mandate. Because Collection Accounts are held in your name, we have no automatic right to funds in them. You therefore irrevocably authorise us, for the duration of this agreement, to instruct the Partner Institution to debit a Collection Account for:

(a) Transaction Fees accrued under clause 7.1;

(b) any other amount properly due to us under this agreement, including amounts under clauses 9.5 and 10.6; and

You may not revoke the Debit Mandate while this agreement is in force. Revoking or obstructing it, including by instructing the Partner Institution to refuse our debits, is a material breach and a ground for suspension under clause 20.

7.4 Third-party charges and levies. The Partner Institution applies its own charges, and statutory levies apply to certain transfers. These are set out in Part 2 of Addendum B. They are not our fees, we take no margin on them, and they are debited directly by the Partner Institution.

7.5 Taxes. All fees are exclusive of value added tax and any other applicable tax, which will be added where required by law. You are responsible for all taxes arising from your own activities, including any tax on the fees you charge Payers.

7.6 Changes to fees. We may change the Transaction Fee or introduce new fees by updating Part 1 of Addendum B on at least 60 days' prior written notice. If you do not accept the change you may terminate under clause 21.2 before it takes effect, without penalty. Where we have granted you a written pricing lock, that lock prevails over this clause for its stated duration. Changes to Part 2 of Addendum B are not fee changes by us; where a Partner Institution or the law changes a charge in Part 2, we will update Part 2 and notify you as soon as practicable.

8. Collection Accounts and payment attribution

8.1 We arrange for one or more Collection Accounts to be opened in your name with a Partner Institution. Opening is subject to the Partner Institution's own verification and acceptance. The account relationship is between you and the Partner Institution.

8.2 Number of accounts. You may hold up to 5 Collection Accounts, subject to availability of the feature and to verification. Additional accounts may be provisioned at our discretion on request. You may scope Collection Accounts to campuses, sites, or purposes, and where we make the feature available, configure automatic allocation of incoming funds between them. You remain responsible for all Collection Accounts held in your name and for the accuracy of any allocation rules you configure.

8.3 Attribution. Incoming Fee Payments are attributed to invoices and Payers using automated matching, which relies on payer name, reference, amount, receiving account, and other available identifiers.

8.4 Attribution is not guaranteed to be correct. Automated matching is probabilistic. Payments may be unmatched, partially matched, or matched to the wrong invoice, Payer, or Collection Account, particularly where a Payer uses an inconsistent name, an incorrect reference, a third-party account, or a consolidated payment. We will make reasonable efforts to attribute payments accurately and to provide tools for you to review, correct, and reassign attributions.

8.5 Your obligation to review. You are responsible for reviewing attribution and reconciliation output and notifying us of any error without undue delay, and in any event within 60 days of the date the relevant transaction appears in the Services. Where you notify us within that period, we will correct the record and adjust balances accordingly. We are not liable for losses arising from an attribution error that you could reasonably have identified and did not report within that period.

8.6 Unattributed funds. Where a payment cannot be attributed, it will be shown to you as unattributed for manual resolution. The funds remain in your Collection Account throughout. Where a payment remains unattributed and unresolved for 90 days, we may recommend returning it to the originating account, and will act only on your instruction.

8.7 Activity outside the Services. Where you operate a Collection Account directly through the Partner Institution's own channels rather than through the Services, we may not have visibility of that activity at the time it occurs. Reconciliation output, available balance, and reminder status may therefore be incomplete or inaccurate until the activity is reflected in our ledger. You are responsible for any discrepancy arising from activity carried out outside the Services, and amounts due to us under clause 7.3 remain due regardless of the account balance.

8.8 You must not use a Collection Account for any purpose other than the receipt of Fee Payments and other charges legitimately billed by you to Payers.

9. Wallet, settlement, and withdrawals

9.1 Fee Payments are credited in full to your Collection Account by the Partner Institution. Amounts due to us are recovered separately under clause 7.3 and are itemised in the Services. Your Wallet shows the account balance, the amounts attributed to invoices, and the amounts accrued and due to us.

9.2 You may instruct a transfer from a Collection Account to a nominated bank account or to another account, through the Services or, where available, through the Partner Institution directly. Transfers instructed through the Services are transmitted by us to the Partner Institution and are subject to available balance, verification, and the Partner Institution's processing times. We target transmission of transfer instructions within 1 business day, but we do not guarantee settlement times.

9.3 You are responsible for the accuracy of the destination details you provide. We are not liable for funds sent to an incorrect account as a result of details you provided.

9.4 Where we will not transmit an instruction. We may decline to transmit a transfer instruction, or may suspend your ability to instruct transfers through the Services, where:

we are required to do so by law, regulation, court order, or the instruction of a regulator or Partner Institution;
we reasonably suspect fraud, money laundering, terrorist financing, or other unlawful activity;
there is an unresolved dispute, chargeback, reversal, or amount outstanding to us on your account; or
verification under clause 3.3 is outstanding. Where we do so, we will notify you and give reasons unless we are prohibited by law from doing so. This clause governs our transmission of instructions only. Any hold, freeze, or restriction applied to the Collection Account itself is a matter for the Partner Institution under its own terms.

9.5 Amounts outstanding. Where an amount due to us cannot be recovered under clause 7.3, including because the Collection Account balance is insufficient following a reversal, chargeback, correction, or erroneous credit, you must pay it on demand. We may recover it by debiting subsequent receipts under the Debit Mandate, or by invoice.

9.6 Account closure. Where this agreement ends, the Collection Account remains yours and its treatment is governed by the Partner Institution's terms. We will notify the Partner Institution that the account is no longer administered through the Services and will tell you what the Partner Institution requires of you. We do not hold, remit, or return your balance, because we never held it.

10. Refunds, reversals, and chargebacks

10.1 Refunds to Payers are your responsibility. Where a Payer is entitled to a refund of school fees, the refund is owed by you, not by us. You may initiate a refund through the Services where funds are available in your Collection Account, or settle it directly with the Payer.

10.2 Transaction Fee on refunds. Where a Fee Payment is refunded in full through the Services, we will credit back the Transaction Fee on that payment, so that the Payer receives the full amount they paid. Where the refund is partial, we will credit it back proportionately. Where you absorbed the Transaction Fee, the credit is applied against amounts due to us or paid to your Collection Account. Where you passed it through to the Payer, it forms part of the refunded amount.

10.3 Where the underlying transaction failed or was reversed before value was received, no Transaction Fee applies.

10.4 Third-party charges and levies are not refunded by us. Charges applied by a Partner Institution, bank, or payment scheme, and statutory levies, in respect of the original payment or the refund, are outside our control and are not refunded by us. Where such a charge arises on a refund, it is borne by you.

10.5 Our error. Where funds have been misattributed, over-debited, or incorrectly recorded as a result of an error in the Services, we will correct the record and pay or credit any shortfall to your Collection Account at no charge to you, once the error is identified.

10.6 Reversals and chargebacks. Where a Partner Institution, bank, or scheme reverses a payment, the reversed amount is debited from your Collection Account by that institution. Where the Transaction Fee on that payment has already been recovered by us, we will credit it back. Where a reversal leaves an amount owing to us, clause 9.5 applies. We will provide the transaction records available to us to help you respond to a disputed payment, but the outcome of a reversal is determined by the relevant institution and not by us.

10.7 Nothing in this clause limits any right a Payer has against you under consumer protection law or under your own contract with them.

11. Acceptable use

11.1 You must not, and must not permit any person to:

(a) use the Services for any unlawful purpose, or in breach of any applicable law, regulation, or licence condition;

(b) use the Services or a Collection Account to collect funds other than fees and charges legitimately billed by you in the ordinary course of operating your institution, including using a Collection Account as a general-purpose payment channel, a payment channel for a third party, or a means of aggregating funds on behalf of others;

(c) engage in or facilitate fraud, money laundering, terrorist financing, sanctions evasion, or the handling of proceeds of crime;

(d) upload or transmit content that is unlawful, defamatory, obscene, harassing, or infringes the rights of any person;

(e) upload or transmit malware or any code intended to disrupt, damage, or gain unauthorised access to any system;

(f) attempt to gain unauthorised access to the Services, any account, or any underlying system or network;

(g) probe, scan, penetration-test, or otherwise test the vulnerability of the Services without our prior written consent;

(h) copy, modify, translate, reverse engineer, decompile, or disassemble any part of the Services, or attempt to derive their source code, except to the extent this restriction is unenforceable under applicable law;

(i) scrape, crawl, or use automated means to extract data from the Services other than through an interface we provide for that purpose;

(j) resell, sublicense, rent, or otherwise make the Services available to any third party, or use the Services to build a competing product;

(k) misrepresent your identity, your authority to act for the School, or your affiliation with any person;

(l) impose an unreasonable or disproportionate load on our infrastructure, or circumvent any rate limit or usage restriction;

(m) remove, obscure, or alter any proprietary notice in the Services; or

(n) revoke, obstruct, or attempt to defeat the Debit Mandate while this agreement is in force.

11.2 We may investigate any suspected breach of this clause and may suspend access under clause 20 pending investigation. We may report suspected unlawful activity to law enforcement, regulators, or Partner Institutions, and may provide them with relevant records.

12. Credit facilities

12.1 Where credit features are made available, Cosine is not the lender. We introduce you to Lending Partners, supply underwriting inputs derived from Platform Data with your authorisation, and provide the technical infrastructure for disbursement and repayment collection.

12.2 Any Credit Facility is a contract between you and the Lending Partner, on the Lending Partner's terms. The Lending Partner alone decides whether to offer a facility, on what terms, and at what price.

12.3 We do not guarantee that any Credit Facility will be offered or approved, and we do not warrant the terms of any facility. We do not provide credit advice or recommend any facility as suitable for you.

12.4 You authorise us to share Platform Data, transaction history, and account information with prospective and actual Lending Partners for the purpose of assessing, providing, and administering a Credit Facility. Underwriting inputs derived from student records are provided at school level in aggregate only, and never as individual academic, attendance, or behavioural records.

12.5 Where you have agreed repayment collection with a Lending Partner, you authorise us to instruct debits against a Collection Account under the Debit Mandate for amounts due to that Lending Partner, in accordance with the terms you agreed with them.

12.6 We may receive a fee, commission, or revenue share from a Lending Partner in connection with an introduction or facility.

13. Your data and our data

13.1 Your content. As between you and us, you own Platform Data that you or your users submit to the Services. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, and adapt that data to the extent necessary to provide, secure, support, and improve the Services and to comply with law.

13.2 Personal data. Where we process personal data on your behalf, we do so as your processor under Addendum A: Data Processing Agreement. Where we determine the purposes and means of processing, including in relation to your account users, verification, fraud prevention, and our own business operations, we act as controller and our Privacy Policy applies.

13.3 Student data. You are the controller of student and guardian personal data uploaded to the Services. You warrant that you have obtained all consents and provided all notices required by applicable law, including the consent of a parent or legal guardian where required for the processing of a child's personal data, and that you have the authority to instruct us to process that data.

13.4 Aggregated and anonymised data. We may generate aggregated or de-identified data from use of the Services and use it for any lawful purpose, including benchmarking, analytics, research, product improvement, and credit model development. Such data will not identify you, any Payer, or any student, and we will not attempt to re-identify it.

13.5 Data export. During the term, you may export Platform Data using the export tools we provide. On termination, clause 21.4 applies.

14. Intellectual property

14.1 The Services, including all software, interfaces, documentation, designs, algorithms (including our payment matching and reconciliation logic), trade marks, and all associated intellectual property rights, are owned by us or our licensors. Nothing in these Terms transfers any of those rights to you.

14.2 You may not use our name, logo, or trade marks without our prior written consent, except to identify Cosine as your service provider.

14.3 Feedback. If you give us suggestions or feedback about the Services, we may use it without restriction or obligation to you, and you assign to us any rights in it.

14.4 Reference use. We may identify you as a customer and use your name and logo in our marketing materials. Where we wish to quote or name an individual, we will obtain that individual's own consent first. You may withdraw permission at any time by writing to hello@trycosine.com, and we will cease new use within a reasonable period.

15. Confidentiality

15.1 Each party may receive non-public information of the other that is marked confidential or would reasonably be understood to be confidential ("Confidential Information").

15.2 The receiving party will use Confidential Information only to perform this agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel, professional advisers, and subcontractors who need it and are bound by equivalent obligations.

15.3 These obligations do not apply to information that is or becomes public through no breach, was already lawfully known, is independently developed, or is lawfully received from a third party. Disclosure required by law, regulation, or court order is permitted, with prior notice to the other party where lawful.

15.4 These obligations survive termination for 3 years, and indefinitely in respect of personal data and trade secrets.

16. Third-party services

16.1 The Services depend on third parties, including Partner Institutions, hosting providers, messaging providers, and Lending Partners. Some are listed in our Sub-processor List. We will give at least 30 days' notice before a new sub-processor that processes School, student, guardian, or Payer personal data begins processing.

16.2 Where you connect a third-party service to the Services, or we integrate one at your request, your use of that service is governed by that provider's terms. We are not responsible for third-party services, their availability, or their acts and omissions, except as set out in Addendum A in respect of sub-processors.

17. Availability, support, and warranties

17.1 We will provide the Services with reasonable skill and care, in a manner consistent with generally accepted industry practice.

17.2 We aim for high availability but do not guarantee that the Services will be uninterrupted, timely, secure, or error-free. Availability may be affected by maintenance, third-party failures, network conditions, and events outside our control.

17.3 We will use reasonable efforts to schedule planned maintenance outside peak usage hours and to give advance notice of maintenance likely to cause material disruption. We may carry out emergency maintenance without notice.

17.4 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services are provided "as is" and we exclude all other warranties, conditions, and representations, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Services will meet your requirements or that any specific result will be achieved, including any level of fee collection, recovery rate, or reconciliation accuracy.

17.5 Nothing in these Terms excludes or limits any right you have that cannot be excluded or limited under applicable Nigerian law.

18. Limitation of liability

18.1 Nothing in these Terms limits either party's liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be limited under applicable law.

18.2 Excluded losses. Subject to clause 18.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, or any indirect or consequential loss, however arising.

18.3 Cap. Subject to clauses 18.1 and 18.4, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the lesser of:

(a) the total Transaction Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; and

(b) ₦500,000 (Five Hundred Thousand Naira).

18.4 The cap does not apply to your money. Clause 18.3 does not limit our obligation to account to you for, or to make good, any amount we have debited from a Collection Account that was not properly due to us, any amount we caused to be transferred from a Collection Account otherwise than on your instruction, or any amount payable under clause 10.5.

18.5 We are not liable for loss arising from: your instructions or the instructions of your users; data you or your users supplied; your failure to review reconciliation output within the period in clause 8.5; activity you carry out on a Collection Account outside the Services; your breach of clause 11 or clause 13.3; unauthorised access resulting from your failure to secure credentials or to manage permissions under clause 3.4; or the acts, omissions, insolvency, or regulatory decisions of a Partner Institution or Lending Partner.

18.6 Each party must take reasonable steps to mitigate its loss.

19. Indemnity

19.1 You will indemnify us against all liabilities, losses, damages, fines, penalties, costs, and reasonable legal fees arising from any third-party claim, regulatory action, or investigation to the extent it arises from:

(a) fees or charges you billed, including any dispute as to their lawfulness or amount;

(b) your breach of clause 6.3, clause 11, or clause 13.3, including any failure to obtain a required consent in respect of a Payer's or a student's personal data;

(d) your negligence or wilful misconduct.

19.2 We will notify you promptly of any claim under this clause, will not settle it without your consent (not to be unreasonably withheld), and will give you reasonable assistance at your cost.

20. Suspension

20.1 We may suspend all or part of your access to the Services, including the ability to instruct transfers through the Services, immediately and without prior notice where:

(a) we are required to do so by law, regulation, a court, a regulator, or a Partner Institution;

(b) we reasonably suspect fraud, money laundering, or other unlawful or fraudulent activity on your account;

(d) verification under clause 3.3 is outstanding or has failed;

(e) continued provision would expose us, a Partner Institution, or any Payer to material legal, regulatory, financial, or security risk; or

(f) an amount properly due to us remains unpaid 30 days after written demand.

20.2 Suspension affects your access to the Services. It does not of itself restrict your Collection Account, which remains yours and is governed by the Partner Institution's terms.

21. Term and termination

21.1 This agreement starts when you first accept these Terms and continues until terminated in accordance with this clause.

21.2 By you. You may terminate for convenience on 30 days' written notice to hello@trycosine.com. Termination does not entitle you to a refund of Transaction Fees already incurred.

21.3 By us. We may terminate:

(a) for convenience on 90 days' written notice;

(b) immediately, on written notice, where you commit a material breach that is incapable of remedy, or that you fail to remedy within 14 days of written notice;

(d) immediately, where you become insolvent, enter liquidation or administration, cease to carry on business, or a receiver is appointed over your assets.

21.4 On termination:

(a) your access to the Services ends, save for any read-only or export access we make available;

(b) the Debit Mandate ends once all amounts due to us at the date of termination have been recovered or paid. Any amount still outstanding after that becomes payable on demand by invoice;

(d) you may export Platform Data for 60 days after termination. After that period, we will delete or anonymise Platform Data in accordance with Addendum A and our retention schedule, except where we are required to retain records by law, including financial, transaction, and anti-money laundering records;

(e) any Credit Facility continues to be governed by your agreement with the Lending Partner and is unaffected by termination of this agreement; and

(f) clauses 5, 7.3, 9.5, 9.6, 10, 13.4, 14, 15, 18, 19, 21.4, 22, and 25 survive.

22. Complaints and dispute resolution

22.1 How to complain. If you are dissatisfied with any aspect of the Services, contact us at hello@trycosine.com. Please include your school name, a description of the issue, relevant dates and transaction references, and the outcome you are seeking.

22.2 Our commitment. We will:

acknowledge your complaint within 2 business days;
provide a substantive response or a status update within 10 business days; and
aim to resolve complaints within 30 days of receipt, and will tell you if we need longer and why.

22.3 Escalation. If you are not satisfied with our response, you may escalate it by writing to legals@trycosine.com. Where your complaint concerns a payment, a Collection Account, or the conduct of a Partner Institution, you may also refer it to the Partner Institution's own complaints channel, and to the Consumer Protection Department of the Central Bank of Nigeria. Where it concerns the handling of personal data, you may complain to the Nigeria Data Protection Commission.

22.4 Escalation to dispute. If a dispute is not resolved through clauses 22.1 to 22.3 within 30 days, either party may refer it to mediation in Lagos, Nigeria, under the Lagos Multi-Door Courthouse rules, before commencing proceedings. This does not prevent either party from seeking urgent injunctive relief at any time.

23. Force majeure

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, flood, fire, epidemic, war, civil unrest, terrorism, industrial action, failure of telecommunications or internet infrastructure, power failure, cyber attack, currency restriction, or act of government or regulator. The affected party will notify the other and use reasonable efforts to mitigate. Payment obligations for amounts already due are not excused. If the event continues for more than 60 days, either party may terminate on written notice.

24. Changes to these Terms

24.1 We may amend these Terms and the Addenda. Where an amendment is material, we will give at least 30 days' prior notice by email to your registered address or by in-product notification. Fee changes are governed by clause 7.6.

24.2 Continued use of the Services after the effective date constitutes acceptance. If you do not accept a material amendment, you may terminate under clause 21.2 before it takes effect, and clause 21.4 applies.

24.3 We may make immediate changes where required by law, regulation, or a Partner Institution, and will notify you as soon as practicable.

25. General

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

25.2 Jurisdiction. Subject to clause 22.4, the courts of Lagos State have exclusive jurisdiction.

25.3 Assignment. You may not assign or transfer this agreement without our prior written consent. We may assign or transfer it to a parent company, subsidiary, or affiliate, or in connection with a merger, acquisition, reorganisation, or sale of assets, on notice to you.

25.4 Notices. Notices to us must be sent to legals@trycosine.com. Notices to you will be sent to the email address registered on your account or given in-product. Email notices are deemed received on the next business day.

25.5 No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, except as expressly stated in clauses 6.2 and 7.3.

25.6 Third-party rights. No person other than the parties has any right to enforce these Terms.

25.7 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed. The remaining provisions continue in force.

25.8 Waiver. A failure or delay in exercising a right is not a waiver of it.

25.9 Entire agreement. These Terms, together with the Addenda, the Privacy Policy, the Sub-processor List, and any order form or written agreement signed by both parties, are the entire agreement between us and supersede all prior discussions, proposals, and marketing materials. Where a signed order form conflicts with these Terms, the order form prevails for the matters it expressly covers.

25.10 Language. These Terms are in English. Any translation is for convenience only.

26. Contact us

Cosine Technologies Limited

Purpose	Contact
Support and general enquiries	hello@trycosine.com
Complaints	hello@trycosine.com
Legal notices and escalation	legals@trycosine.com
Data protection and security	security@trycosine.com