Terms of Service

Tella (“Tella,” “tella,” “we,” “us”) is a messaging-based interface that lets you hold, send, and receive digital dollars (USDC), and cash out to your own Nigerian bank account in Naira (NGN) — all through a WhatsApp chat. These Terms of Service (“Terms”) form a binding agreement between you and [Legal Entity Name, registration number, address].

By messaging our WhatsApp number, creating a wallet, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

You may use Tella only if you:

• are at least 18 years old and have full legal capacity to enter a contract;
• are not located in, or a resident of, a jurisdiction subject to comprehensive sanctions, and are not on any sanctions or prohibited-party list;
• access the Service for lawful, personal purposes (or with proper authorization on behalf of a business that you can bind); and
• comply with all applicable laws of Nigeria and the jurisdiction in which you reside, including tax, anti-money-laundering, and foreign-exchange laws.

We may refuse, suspend, or terminate access at our discretion, including for failed verification or suspected misuse.

Through WhatsApp messages, Tella lets you:

• create a non-custodial or custodial wallet (as described in-product) backed by our wallet infrastructure provider;
• send USDC to other wallets you specify;
• receive USDC and have the equivalent value reflected in your balance;
• cash out to your own Nigerian bank account in Naira (NGN) at quoted rates, where supported; and
• view balances, transaction history, and recent counterparties.

Tella is an interface. WhatsApp carries the conversation; Tella’s own platform does the work, settling on the Arc network through our wallet and messaging infrastructure. We do not control blockchains, and once a blockchain transaction is broadcast it is generally irreversible.

To comply with Nigerian and international anti-money-laundering requirements, we may require you to provide and verify identity information before, during, or after onboarding — including your legal name, date of birth, phone number, BVN/NIN where applicable, and a government-issued ID. You authorize us and our verification providers to verify the information you submit. We may pause or decline transactions while verification is in progress.

Most actions require a confirmation step — typing back to confirm, tapping a confirmation link, or entering a PIN. You are responsible for:

• the accuracy of every detail you submit, including amounts, recipient names, wallet addresses, and instructions written in natural language;
• reviewing the on-screen summary before confirming — once you confirm, the transaction will be submitted and is generally irreversible; and
• keeping your WhatsApp account, device, and PIN secure. We treat any instruction sent from your verified WhatsApp number, and confirmed via the required factor, as authorized by you.

Quoted payout rates are valid only for the short window shown in chat. We may decline, delay, or reverse a transaction where required by law, where we suspect fraud, or where settlement at the quoted rate is no longer possible.

Tella may charge a margin on the payout rate and/or a flat fee for certain transactions. Network/gas fees may also apply on-chain. Fees and applicable rates are shown in chat before you confirm. We may change our fees at any time on prospective transactions.

You must not use Tella to:

• violate any law, regulation, or third-party right, including sanctions, securities, or tax laws;
• fund, facilitate, or receive proceeds from fraud, money laundering, terrorism financing, ransomware, gambling where prohibited, or illegal goods or services;
• impersonate another person, provide false information, or circumvent our verification, geographic, or risk controls;
• attempt to reverse engineer, scrape, overload, or interfere with the Service, our infrastructure, or our messaging partner; or
• resell access to the Service without our written consent.

Digital assets and cross-border payments carry real risk. By using Tella you acknowledge that:

• the value of USDC and NGN can change, and payout rates fluctuate;
• blockchain transactions are typically irreversible — a typo, phishing message, or mistaken address can result in permanent loss;
• WhatsApp, blockchain networks, and partner services may experience outages, delays, or congestion outside our control;
• regulatory changes in Nigeria or elsewhere may force us to suspend, limit, or stop offering the Service to you with little notice; and
• messaging-based interfaces depend on natural-language understanding. You agree to review the on-screen confirmation rather than relying on Tella’s interpretation of an ambiguous instruction.

Tella relies on third parties, including (without limitation) Meta / WhatsApp for messaging, Circle for wallet and USDC infrastructure, Twilio for messaging delivery, and our identity-verification providers. Their terms and privacy practices govern your interaction with them. We are not responsible for outages, errors, or actions of third parties, except as required by law.

The Service is provided “as is” and “as available.” To the maximum extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any rate or quote will remain available.

Nothing in Tella is financial, investment, tax, or legal advice. You are responsible for your own tax reporting and compliance.

To the maximum extent permitted by law, we and our affiliates, officers, employees, and partners are not liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenues, data, or goodwill, arising out of or related to your use of the Service. Our total aggregate liability for any claim arising under or related to these Terms is capped at the greater of (a) the fees you paid us in the three months immediately before the event giving rise to the claim, or (b) [NGN amount, e.g. ₦50,000].

You agree to defend, indemnify, and hold harmless Tella and its affiliates from any claim, loss, or expense (including reasonable legal fees) arising out of your breach of these Terms, your misuse of the Service, or your violation of law or any third-party right.

You may stop using Tella at any time. We may suspend or terminate your access — and freeze pending balances or transactions — if we reasonably believe you have violated these Terms, applicable law, or our risk policies, or if required by a regulator or partner. Where lawful, we will return any remaining balance through a method we designate.

We may update these Terms from time to time. If a change is material we will notify you in-chat or by another reasonable means before it takes effect. Continuing to use the Service after the effective date means you accept the updated Terms.

These Terms are governed by the laws of the [Federal Republic of Nigeria / other jurisdiction], without regard to conflict-of-laws principles. Any dispute will be resolved exclusively by the competent courts of [Lagos, Nigeria], except where mandatory law in your place of residence grants you a different forum. The parties will attempt to resolve disputes in good faith for 30 days before commencing formal proceedings.

Questions about these Terms? Reach us at [legal@yourdomain.com].