Terms of Service

1. Definitions and Interpretation

In these Terms of Service, the following definitions apply:

• “Company,” “we,” “us,” or “our” refers to Oriental Energy & Minerals Limited (“OEML”), a company incorporated under the laws of the Federal Republic of Nigeria.
• “User,” “you,” or “your” refers to any individual or entity that accesses or uses our Services.
• “Services” refers to the aggregation of physical commodities from reviewed suppliers and the coordinated inspection, freight, and origin logistics through to vetted corporate and institutional buyers, and related services provided by OEML advertised through our mobile application, website, or other platforms.
• “Platform” refers to our mobile applications, website (www.OrientalEML.com), and any other digital interfaces through which our Services are accessed.
• “Customer” refers to registered business or individual users who book or utilize our stated services.
• “Consignment” refers to commodities, goods, packages, or items tendered for delivery through our Services.
• “Delivery Address” refers to the final destination where a Consignment is to be delivered.
• “Force Majeure” refers to circumstances beyond our reasonable control including but not limited to acts of God, war, terrorism, civil unrest, government actions, natural disasters, or pandemic conditions.
• “Order” refers to a contracted service request placed by a Customer and accepted by OEML for fulfillment. OEML is licensed to mine and aggregate commercially viable occurrences of:
  • Copper Cathode
  • Gold
  • Lithium (EV batteries)
  • Columbite-Tantalite (Coltan)
  • Tin
  • Lead-Zinc
  • Manganese
  • Rare Earth Elements (REE)
  • Barite
  • Bitumen
  • Iron ore
  • Crude Oil
• “Rate Card” refers to the schedule of fees, commissions, cancellation charges, and payout rates published by OEML from time to time, as updated with reasonable notice.
• “COD” or “Cash on Delivery” refers to amounts collected by OEML on behalf of a Customer in connection with an order.

2. Acceptance of Terms

By accessing, registering for, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, you must not use our Services.

These Terms constitute a legally binding agreement between you and OEML. Your continued use of our Services following any modifications to these Terms will constitute your acceptance of such modifications.

You represent and warrant that you have the legal authority to enter into this agreement on behalf of yourself or the entity you represent, and that you are at least 18 years of age or have reached the age of majority in your jurisdiction.

3. Description of Services

A licensed mineral aggregator connecting physical commodity supply with vetted demand. OEML services consist of aggregating physical commodities from reviewed suppliers and coordinating inspection, freight, and origin logistics through to vetted corporate and institutional buyers. As the aggregator, OEML will mediate between the reviewed supply and vetted demand, coordinating review, inspection, documentation, and origin logistics. Present a supply position to a reviewed, inspected process, without exposing your material to a public market.

4. User Accounts and Registration

To access our Services, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Provide true, accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and identification
• Notify us immediately of any unauthorized use of your account
• Accept all responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.

5. User Responsibilities and Obligations

As a user of our Services, you agree to:

5.1 Consignment Requirements

• Provide accurate and complete information about all Consignments
• Ensure proper packaging to prevent damage during transit
• Declare the contents, value, and any special handling requirements
• Comply with all applicable laws regarding the shipment of goods
• Not tender prohibited or restricted items for delivery

5.2 Payment Obligations

• Pay all fees and charges in accordance with our pricing schedule
• Provide valid payment information and maintain sufficient funds
• Pay any additional charges for special services or circumstances
• Settle any outstanding amounts within the specified time period

5.3 Compliance Requirements

• Comply with all applicable Nigerian and international laws
• Respect the intellectual property rights of others
• Not use our Services for any unlawful or fraudulent purposes
• Cooperate with any reasonable investigations or requests

6. Service Availability and Limitations

While we strive to provide reliable services, we cannot guarantee uninterrupted availability. Our Services may be subject to limitations, delays, or interruptions due to:

• Maintenance, upgrades, or technical issues
• Weather conditions or natural disasters
• Traffic, road conditions, or infrastructure limitations
• Security concerns or government restrictions
• Force Majeure events beyond our control

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice.

7. Pricing and Payment Terms

7.1 Pricing Structure

Our pricing is based on factors including but not limited to:

• London Metal Exchange (LME)
• LBMA Precious Metal Pricing
• Mineral type, grade, weight, dimensions, and location
• Delivery distance and destination
• Service type and delivery timeframe
• Additional services requested

7.2 Payment Terms

• Payment terms are negotiated and agreed prior to and on a case-by-case basis
• We accept payments through prior approved payment methods
• Some online account features customers may be billed monthly or as agreed
• Late payments may incur additional charges and service suspension

8. Delivery Terms and Conditions

8.1 Delivery Timeframes

Delivery timeframes are estimates based on normal operating conditions. Actual delivery times may vary due to factors beyond our control. We will make reasonable efforts to meet estimated delivery times but do not guarantee specific delivery times outside of what is contracted.

8.2 Delivery Locations

We provide delivery services to accessible addresses within our global service areas. Additional charges may apply for:

• Remote or difficult-to-access locations
• Deliveries requiring special equipment or handling
• Multiple delivery attempts
• Weekend or holiday deliveries

9. Liability and Risk Allocation

9.1 Limitation of Liability

Liability limitations are negotiated and agreed prior to and on a case-by-case basis, to the maximum extent permitted by Nigerian law.

9.2 Excluded Damages

We shall not be liable for:

• Indirect, consequential, or incidental damages
• Loss of profits, revenue, or business opportunities
• Delays beyond our reasonable control
• Damage due to inadequate packaging by the sender
• Loss or damage to prohibited items
• Acts or omissions of third parties, including envoys/riders acting outside the scope of an accepted delivery

9.3 Insurance and Protection

Basic liability protection is included for eligible orders, and enhanced or expand insurance coverage is available on a case-by-case basis upon request which may require the payment of additional premiums.

10. Intellectual Property Rights

All intellectual property rights in our Platform, Services, technology, and materials are owned by or licensed to OEML. This includes but is not limited to:

• Trademarks, service marks, and trade names
• Copyrights in software, content, and materials
• Trade secrets and proprietary processes
• Patents and patent applications

You are granted a limited, non-exclusive, non-transferable license to use our Platform solely for accessing our Services. You may not reproduce, distribute, modify, or create derivative works without our express written consent.

11. Prohibited Uses

You may not use our Services for shipping or handling:

• Illegal drugs, controlled substances, or narcotics
• Weapons, ammunition, or explosive materials
• Hazardous, toxic, or dangerous materials
• Items prohibited by Nigerian customs or international law
• Stolen goods or items obtained through fraud
• Live animals (except with prior approval)
• Perishable items without appropriate arrangements
• Items that violate intellectual property rights
• Currency, securities, or negotiable instruments
• Items with a value exceeding our standard limits without declaration.

You also may not use our Platform to:

• Violate any applicable laws or regulations
• Interfere with or disrupt our Services or servers
• Attempt to gain unauthorized access to our systems
• Transmit malware, viruses, or harmful code
• Engage in fraudulent or deceptive practices

12. Marketplace and Matching Mechanics

12.1 Platform Nature

OEML operates a technology platform as an aggregator operating between buyers and sellers of minerals to review, inspect, document, and coordinate courier logistics. OEML deliveries are performed by independent contractors, and the contract for the carriage of each Consignment is between the Customer and the envoy who accepts the delivery, with OEML acting as facilitator, dispatch coordinator, and payment collection agent.

13. Envoy Terms

This Section applies to all envoys who register on or use Envoy, in addition to the remainder of these Terms.

13.1 Background Checks and Verification

By registering to work or contract with OEML, you consent to OEML conducting identity verification and background checks, which may include criminal history checks (where legally permitted), license validation, and verification of vehicle documents. Such checks are carried out in accordance with the Nigeria Data Protection Act 2023 and our Privacy Policy. We may suspend or decline your application based on the outcome of these checks, in our reasonable discretion.

13.2 Independent Contractor Status

Couriers and other staff who work for OEML are independent contractors, not employees, agents, or partners of OEML. Nothing in these Terms creates an employment relationship. As an independent contractor, you:

• Determine your own working hours and availability, subject to accepting deliveries offered
• Are responsible for your own tax obligations, including remittance of any applicable taxes on earnings
• Are responsible for your own vehicle maintenance, fuel, and operating costs unless otherwise agreed
• Are not entitled to employee benefits (leave, pension contributions, etc.) from OEML

The parties intend this relationship to be one of independent contract, and each envoy waives any claim to employee status, benefits, or entitlements under Nigerian labor law to the fullest extent permitted by law.

14. Ratings, Reviews and Account Standing

14.1 Mutual Ratings

After each completed delivery, customers may rate and review the envoy, and envoys may rate the customer, through the Platform. Ratings must be honest, lawful, and free of abuse.

14.2 Effect on Account Standing

Persistently low ratings, repeated complaints, safety incidents, or cancellation patterns may result in warnings, reduced access to deliveries or bookings, suspension, or deactivation of the relevant account, following our standard review process.

14.3 Disputing a Rating or Deactivation

Any user may dispute a rating, suspension, or deactivation decision by contacting our support team within fourteen (14) days of notification, with supporting evidence. We will review the dispute and communicate the outcome within a reasonable time. A deactivated envoy may submit one formal appeal per deactivation; reinstatement is at OEML’s reasonable discretion. Pending the outcome of any dispute or appeal, the contested decision remains in effect.

15. Indemnification

To the maximum extent permitted by Nigerian law, you agree to indemnify, defend, and hold harmless OEML, its directors, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, fines, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or of any representation or warranty made under them;
• Your violation of any applicable law or regulation, or of the rights of any third party;
• In the case of envoys: the operation of your vehicle, your performance or non-performance of deliveries, your handling of Consignments, and your collection, handling, or remittance of COD funds;
• In the case of Customers: the contents, packaging, or declared value of Consignments you tender, and any instructions you provide in connection with them.

This indemnification obligation survives the termination or expiry of these Terms and the closure of your account.

16. App Store Compliance

Our Envoy and Voyager applications are distributed through the Apple App Store and Google Play Store. Your download and use of either application is also subject to the applicable app store’s terms of service (including the Apple Media Services Terms and Conditions and the Google Play Terms of Service). The applications are licensed to you, not sold. As between you and OEML, these Terms prevail in the event of any conflict with app store terms; however, OEML, and not the app store operator, is solely responsible for the applications and their content, and the app store operators have no obligation to provide maintenance, support, or refunds in respect of the applications except as required by their own terms or applicable law.

17. Termination

17.1 Termination by You

You may terminate your account at any time by contacting our customer service or through your account settings. Upon termination, you remain responsible for all outstanding charges and obligations.

17.2 Termination by Us

We may suspend or terminate your account immediately without notice if:

• You violate these Terms of Service
• You engage in fraudulent or illegal activities
• Your account remains inactive for an extended period
• You fail to pay outstanding charges
• We determine that continued service would be harmful to our business or other users

envoy accounts may additionally be suspended or deactivated in accordance with Sections 12, 13, and 14.

17.3 Effect of Termination

Upon termination:

• Your access to our Services will be discontinued
• We will complete any deliveries already in progress
• Outstanding charges become immediately due
• Stored data may be deleted after a reasonable notice period
• Provisions regarding liability, indemnification, intellectual property, and dispute resolution survive termination

18. Dispute Resolution and Governing Law

18.1 Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the Nigerian courts.

18.2 Dispute Resolution Process

Before initiating formal legal proceedings, parties agree to attempt resolution through:

1. Direct Negotiation: Good faith discussions between the parties
2. Mediation: Non-binding mediation through a mutually agreed mediator
3. Arbitration: Binding arbitration seated in Abuja, Nigeria, under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

18.3 Compliance with Regulations

OEML is committed to adhering to all relevant financial, banking, data protection, and privacy regulations. We diligently balance our responsibilities in governmental and corporate governance while assuring our institutional investors and global regulators of our unwavering ethical standards. Our organization prioritizes credibility and transparency in our interactions with clients, governmental authorities, and financial stakeholders.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms which is due to an event of Force Majeure. Upon occurrence of such an event, the affected party shall:

• Promptly notify the other party of the Force Majeure event
• Use reasonable efforts to mitigate the effects of the event
• Resume performance as soon as reasonably possible

If a Force Majeure event continues for more than 30 days, either party may terminate the affected Services upon written notice.

20. Modifications to Terms

We reserve the right to modify these Terms of Service at any time. Significant changes will be communicated through:

• Email notifications to registered users
• Prominent notices on our Platform
• Push notifications through our mobile applications
• WhatsApp messages to active customers

Continued use of our Services after the effective date of modifications constitutes acceptance of the revised Terms.

21. Contact Information

For questions, concerns, or disputes regarding these Terms of Service, please contact us:

• Email: [email protected]
• Phone: Not yet - XXXXXXXXXXX
• WhatsApp: Available through our customer service
• Website: www.OrientalEML.com

This document was last updated on September 14, 2026. For the most current version, please visit www.OrientalEML.com.