Terms and Conditions For Credit Facility - Remedial Health Limited

These Terms and Conditions (the “Agreement”) set out the legally binding terms between you (“Customer,” “Borrower,” “your,” “company”) and Remedial Health Solutions Ltd (“Company,” “Remedial Health,” “Us,” “We,” “Our,” “Lender”) regarding the credit facility provided to you for the procurement of pharmaceutical products. This Agreement defines your obligations and liabilities concerning Facility transactions carried out through the Lender’s platform or any other approved channel.

Please read this Agreement carefully before applying for the Facility and accepting to be bound by the Agreement

1. Definitions

   For the purposes of these Agreement, the following definitions shall apply:

   “Agreement”

   means these Terms and Conditions, including any amendments, modifications, or updates issued by the Lender from time to time

   “Applicable Laws”

   means all laws, statutes, regulations, directives, and guidelines of the Federal Republic of Nigeria that govern credit facilities, financial transactions, and pharmaceutical business operations.

   “Borrower”

   means any individual, business entity, or institution that has been granted access to the Credit Facility by the Lender for the purpose of procuring pharmaceutical products. This includes but is not limited to pharmacies, chemists, hospitals, clinics, and other authorised healthcare providers.

   “Credit Facility or Facility”

   means the line of credit order extended by the Lender to the Borrower for the purchase of pharmaceutical products, subject to this Agreement.

   “Default”

   means the failure of the Borrower to meet any of their obligations under this Agreement, including but not limited to failure to repay amounts due within the stipulated Repayment Period.

   “Know Your Customer (“KYC”)”

   means the process undertaken by the Lender to verify the identity and business details of the Borrower, in compliance with regulatory requirements.

   “Lender”

   means Remedial Health Solutions Ltd, including its successors, assigns, or any entity authorised to manage the Facility on its behalf.

   “Outstanding Balance”

   means the total unpaid amount from the Borrower to the Lender under the Facility, including principal, interest, fees, and penalties, if applicable.

   “Pharmaceutical License”

   means a license issued by the issued by the Pharmacists Council of Nigeria (“PCN”) permitting the Borrower to operate a pharmaceutical business.

   “Lender”

   means Remedial Health Solutions Ltd, including its successors, assigns, or any entity authorised to manage the Facility on its behalf.

   “Platform”

   means the Lender’s digital and physical channels used to provide the Facility, including mobile applications, websites, and authorised sales representatives.

   “Repayment Period”

   means the time frame within which the Borrower is required to make full payment for the amount of the Credit Facility.

   “Third-Party Debt Collection Agency”

   means an external entity engaged by the Lender to recover unpaid amounts from a Borrower in Default.

   1. Interpretations:

      1. all headings in this Agreement are for convenience only and shall not be used in its interpretation. Unless this Agreement indicates a contrary intention.
      2. the singular shall include the plural and vice versa.
      3. a reference to any one gender shall be capable of being construed as a reference of any of the others.
      4. words or phrases defined in this Agreement shall have the meanings assigned to them.

2. Acceptance Of Terms And Conditions

   1. By ticking the “I agree to the Terms and Conditions”, on the Platform, which you hereby adopt as your electronic signature, you accept to be bound by the terms provided in this Agreement, and you agree that:
      1. You consent to us transferring your data to third parties in foreign countries to process such data, in so far as such transfer is required for the performance of our obligations to you under this Agreement;
      2. We can provide materials and other information about your legal rights and duties to you electronically;
      3. We can send all important communications, billings statements, reminders and demand notices (collectively referred to as “Notifications”) to you electronically via our Platform or to an email address you have provided us with;
      4. We are authorised to share, receive and use data/information collected from your transaction with other affiliated third-parties including but not limited to switching companies, credit bureaus, Third-Party Debt Collection Agency and other financial institutions;
      5. We can alert you when Notifications are available, by sending you an electronic communication;
      6. By consenting, the electronic Notifications shall have the same meaning and effect as if we provided paper Notifications to you. When we send you an email or text message alerting you that Notifications are available to you, such electronic Notifications shall have the same effect as paper Notifications whether or not you chose to view the Notifications, unless you had previously withdrawn your consent to receive electronic Notifications.
   2. Remedial Health reserves the right, at its sole discretion, to modify or replace this Agreement from time to time. If you object to such changes, your sole recourse will be to cease using our services and the Platform. Your continued use of our services and the Platform following the changes to the Agreement will indicate your acknowledgement of such changes and the agreement to be bound by the amended Agreement.

3. Facility Eligibility

   1. To be eligible for the Facility, you must:
      1. be a duly licensed pharmaceutical entity, including but not limited to a registered pharmacy, chemist, hospital/clinic, or any other authorized healthcare provider.
      2. provide valid and verifiable regulatory documents, including:
         1. Pharmaceutical License;
         2. copies of the company’s/business incorporation documents;
         3. Tax Identification Number (TIN) issued by the Federal Inland Revenue Service (FIRS); and
         4. any other documentation as required by the Lender
      3. comply with the Lender’s KYC requirements, including but not limited to the submission of a bank verification number (“BVN”), national identification Number (“NIN”) of the directors and shareholders of the company, one-time password (“OTP”) authentication process and a valid proof of business address.
      4. maintain a satisfactory transaction and repayment history with the Lender.
   2. You must provide us with accurate, current and complete information at all times during the application process.
   3. Upon your request for a Credit Facility, Remedial Health reserves the right to carry out an investigation to verify your status.

4. Facility Terms

   1. The Lender must have carried out 3 (three) successful purchase transactions before it can access the Credit Facility benefits.
   2. The Lender shall assign Credit Facility limits based on the Borrower’s classification as follows:
      1. Chemist: ₦500,000
      2. Pharmacy: ₦1,000,000
      3. Hospital: ₦2,000,000
   3. Notwithstanding the above Credit Facility limits in section 4.2, Lender’s Credit Facility limits are determined by the Platform’s algorithm.
   4. Any Credit Facility requests exceeding ₦2,000,000 shall require enhanced KYC and verification by the Lender.
   5. You may raise additional Credit Facility orders provided:
      1. The previous Credit Facility order is not older than fourteen (14) days; and
      2. The cumulative Outstanding Balance does not exceed the approved Credit Facility order limit.
      3. The approval of a Credit Facility limit shall be at the sole discretion of the Lender, subject to periodic assessments of your business financial standing, transaction history and creditworthiness.
   6. Credit Facility limits shall be subject to periodic review and may be increased, reduced, or revoked based on your repayment performance and compliance with this Agreement.
   7. First-time Borrowers shall be required to pay a minimum of 40% of their initial order upfront via cheque or transfer and provide a postdated cheque or a written commitment for the remaining 60%, payable within fourteen (14) days.
   8. Upon approval of your Credit Facility request, at Remedial Health’s discretion, you will receive a notice of approval via your account on the Platform and/or an email. This notice will confirm your Credit Facility limits, repayment schedule (including Repayment Period), and trigger the processing and shipment of your order.
   9. You acknowledge that the Credit Facility shall be for the duration communicated to you via your account on the Platform and/or an email and you further agree that the Credit Facility shall be paid within the Repayment Period communicated to you.
   10. You shall make all payments within the stipulated Repayment Period as communicated to you at the time of each Credit Facility order.
   11. Payments shall be made in full without any deduction, set-off, or counterclaim unless otherwise agreed in writing.

5. The Borrower’s Obligations

   The Borrower agrees to:

   1. repay the Credit Facility on or before the Repayment Period. Where the Borrower fails to repay Credit Facility on or before the Repayment Period, penalty fees of 0.1% on a daily basis shall begin to apply after 30 (thirty days) from the Repayment Period;
   2. be held responsible for any unauthorised Credit Facility request using its account on the Platform unless the Borrower notifies the Lender in writing, of imminent fraud by an unauthorised user on the Borrower’s account within 24 hours of such fraud; and
   3. repay the Credit Facility via direct transfer to Remedial Health via its bank account on the issued invoice or deposited into the Lender’s wallet created on the Platform.

6. Event Of Default

   1. An event of Default refers to the following instances where:
      1. you fail to repay the Outstanding Balance on or before the Repayment Period;
      2. any representation or information made or given by you in connection with your account and Credit Facility request is incorrect, inaccurate or misleading;
      3. you carry out or attempt to carry out any act which may prejudice Remedial Health’s rights under this Agreement;
      4. you are declared bankrupt, insolvent or unable to repay your Outstanding Balance according to Applicable Laws before the Repayment Period.
   2. Upon the occurrence of an event of Default as mentioned above, we may without prejudice to any other right or remedy granted to us under any law:
      1. impose interest of 0.1% on the Outstanding Balance on a daily basis (the “Default Interest”), and shall be communicated to you upon an event of Default;
      2. Default Interest shall continue to accrue until full settlement of the Outstanding Balance;
      3. In the event of Default, the Lender shall have the right, without further notice or judicial intervention, to take possession of goods from the Borrower’s shelves equivalent in value to the Outstanding Balance. The Lender may sell such goods in the ordinary course of business to recover the Outstanding Balance due. Any surplus proceeds after deducting the Outstanding Balance and reasonable costs incurred in the sale shall be returned to the Borrower, while any shortfall shall remain the Borrower’s obligation; and
      4. immediate suspension or termination of the Facility and restriction of access to further Facility.
   3. Remedial Health reserves the right to institute legal proceedings against you to recover the Outstanding Balance and Default Interest, with or without prior notice.
   4. You shall be liable for all legal costs and expenses incurred by Remedial Health for any action taken against you by Remedial Health for the recovery and repayment of the Credit Facility (including any accrued Default Interest or fees payable on the Credit Facility).
   5. You agree that upon the occurrence of an event of Default, Remedial Health or its authorised representatives or collections agent may notify you and any other person who in Remedial Health’s opinion, may assist in the recovery and repayment of the Outstanding Balance (including any accrued Default Interest or fees payable on the Credit Facility).
   6. Upon the occurrence of an event of Default, Remedial Health reserves the right to hold and utilise the personal information (including but not limited to their NIN, phone number and email address) of your directors, shareholders or any other authorised personnel as the case may be, as part of the measures to guarantee recovery and repayment of the Credit Facility (including any accrued Default Interest or fees payable on the Credit Facility).

7. Representations And Warranties

   1. As the Borrower, you represent and warrants that:
      1. You are duly registered and authorised to operate a pharmaceutical business in accordance with Applicable Laws and regulations.
      2. All information, documents, and representations provided to the Lender in connection with the Facility are accurate, complete, and not misleading.
      3. You have full legal capacity and authority to enter into and fulfil your obligations under this Agreement.
      4. You are not insolvent, under bankruptcy proceedings, or involved in any material litigation that could affect your ability to repay the Facility.
      5. You acknowledge that any breach of the above representations and warranties shall constitute a material default under this Agreement.

8. Indemnity

   You agree to indemnify and hold harmless Remedial Health, its affiliates and subsidiaries, its officers, directors, and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred by it, its affiliates and subsidiaries, its officers, directors, and employees, as a result of:

   1. your fraudulent or illegal use of our Platform;
   2. any act of negligence or wilful conduct by the representatives of the Borrower with respect to fulfilling your obligations in connection with this Agreement; and
   3. any inaccurate, incomplete or misleading information that you have provided to us

9. Force Majeure

   Neither party shall be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to Acts of God, war, riot, civil commotion, weather, labour disputes, failure of sub-contractors or any other cause beyond its reasonable control.

10. Severability

    If any part of this Agreement is held to be invalid or unenforceable in any jurisdiction, the invalidity and unenforceability of all remaining provisions contained in this Agreement shall not in any way be affected or impaired.

11. Entire Agreement

    This Agreement contains the entire agreement between the parties with respect to the subject matter and supersedes all prior arrangements and understandings (whether oral or written).

12. Waiver

    In the event Remedial Health does not strictly enforce its rights under this Agreement (including its right to insist on the repayment of all sums due on during the Repayment Period), Remedial Health shall not be deemed to have waived or lost those rights and will not be prevented from enforcing such rights at a later date.

13. Assignment

    Remedial Health reserves the right to transfer or assign its rights and obligations under this Agreement. Remedial Health will only notify the you if such an assignment will change the arrangements for the administration of the Credit Facility.

14. Amendment

    Remedial Health may at any time vary revise this Agreement by updating this document. You agree to be bound by subsequent revisions and agree to review this Agreement periodically for changes. The most updated version of this document will be available for your review under the “Credit Facility Terms and Conditions” that appears on the Platform.

15. Governing Law and Dispute Resolution

    1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
    2. Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between you and Playa or between Playa and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, 2023, Laws of the Federation of Nigeria.
    3. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.
    4. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

16. Contact Us

    If you have any questions about this Agreement, please contact us at info@remedialhealth.com.

This document was last updated on 28th February 2025.