This policy is effective on the 20th of August 2021 and will apply to all visitors, users, and others who access the Services ("Users"). We reserve the right to change this Policy from time to time as necessary. When We do, you will be able to find the updated version at this web address. We will endeavor to notify you of such changes in advance either by an email or by a notice on the Website. Please check regularly to see if we have updated the Policy. Your continued use of the Website and Applications will signify your acceptance of any amendment to these terms.
The Applications are intended solely for persons who are eighteen (18) years of age or older, and any registration by, use of or access to the Services by any person under 18 is unauthorized and in violation of this Policy.
By using the Applications and/or providing your information, you consent to the collection and use of the information you disclose while using the Services, in accordance with this Policy, including but not limited to your consent for sharing your information as per this Policy. If you do not agree to give consent to the use of your personal information as described in this Policy, please do not use or access the Website or Applications. You have the right to withdraw your consent to Us at any time, if you wish to withdraw your consent, please inform Us by sending a message to firstname.lastname@example.org..
Information We Collect
This section details the information we may collect about you. We explain why and how we use it in later sections.
If you decide to create an account or enquire about our Services, We will ask you to provide us with some specific information. We use the information to create your account, enable your access, and to personalize the Services for you:
- Log in details – such as username and password;
- Basic personal details – such as name, title and date of birth;
- Basic business information – such as business name and address;
- Location information; such as the city and locality of use;
- Contact details – such as email address and phone number;
- Your phone contact list - including their names and phone numbers to enable you to make transfers to them;
- Financial Information – such as credit/debit card and bank account details;
- Usage Information and Browsing History - such as searches, views, and purchases, and usage metrics (including usage rates, occurrences of technical errors, diagnostic reports, settings preferences, content.
Sources of Information
We collect personal information about you either directly from you or from other sources (such as publicly available sources) including as follows:
You provide personal information to us when you:
- Sign up for or use our Services
- Create or maintain an account with Us.
- Communicate with Us by email, or chat, or otherwise.
- Complete a questionnaire, survey, support ticket, or other information request form.
- Interact with Us on Social Media.
What Do We Do With Your Personal Information
The purpose of collecting your personal information is to give you an efficient, enjoyable and secure User experience.
We may use your information to:
- Provide the Services and support that you have requested for;
- Troubleshoot problems;
- Process and facilitate the delivery of your orders;
- Detect, prevent or remediate fraud or violations of this Policy or any applicable user agreements;
- Enable you to take part in promotions or competitions;
- Recommending products or services which we believe would be of interest to you;
- Improve our Services by implementing aggregate customer preferences;
- Measure performance of Services and improve content, technology and layout;
- Complying with applicable laws and regulations, such as by verifying your identity
- Enable you to view and make transfers to people on contacts list;
- Poll your opinions through surveys or questionnaires.
Providing Us With Information About Others
Your Information And Your Rights
sddYou may exercise the following data protection rights: the right of deletion, the right to amend or rectify your personal data, the right to object to the use of your personal data, the right to restrict processing of your data, the right to review your data, and the right to request for your data to be provided to you or transferred.
If We hold any information about you which is incorrect or if there are any changes to your details, please let Us know so that We can keep our records accurate and up to date.
We will retain your personal information for the duration of our Services to you and afterwards for as long as is necessary and relevant for our purposes as permitted by applicable laws and regulations. Where We no longer need your personal information, We will dispose of it in a secure manner (without further notice to you).
Security and Storage of Information
We will employ all commercially reasonable efforts to keep your information secure by taking appropriate technical and organizational measures against its unauthorized or unlawful processing and against its accidental loss, destruction or damage. All information which we collect is stored and processed in cloud storage situated in the United States of America, provided by our web hosting service providers. Where we provide the Services in other countries, your personal information may also be stored and processed in such countries, as necessary.
Transfers and Legal Disclosures
We will not sell, rent or otherwise provide access to your personal information except as required to provide the Services, such as sharing necessary information to our service providers for the purposes of fulfilling orders for products or services, delivering packages, analyzing data, providing marketing assistance, processing payments, transmitting content, assessing and managing credit risk, and providing customer service.
It is possible that we will need to disclose information about you when required by law, subpoena, or other legal process or if we have a good faith belief that disclosure is reasonably necessary to
- investigate, prevent or take action regarding suspected or actual illegal activities or to assist government enforcement agencies;
- Enforce our agreements with you;
- Investigate and defend ourselves against any third-party claims or allegations;
- Protect the security or integrity of our Services (such as by sharing with companies facing similar threats); or
- Exercise or protect the rights and safety of Pass, our Users, personnel or others. We attempt to notify Users about legal demands for their personal data when appropriate in our judgment, unless prohibited by law or court order or when the request is an emergency.
If you have any questions or concerns regarding our privacy policies, please send us a detailed message at email@example.com and we will try to resolve your concerns.
Terms and conditions
These terms and conditions will serve as a basis of your relationship with us, Parkcrowdy Nigeria Limited (“Ourpass”, “Company”, “We” or “Us”).
By choosing to open an account with us, you agree to the terms and conditions contained herein. You also confirm that you have provided us with the accurate and complete information required to create your account and that you have supplied all documentation, photographs and information that allow us to comply with our regulatory obligations.
If you do not agree to these terms and conditions, please do not proceed and exit the application immediately. Also, please be informed that we can terminate your relationship with us if we believe that you have violated any of these terms.
Objective of relationship
When are these terms applicable?
These terms are applicable when you choose to open an account with OurPass and OurPass generates an account number for you.
We may, at any time, modify the terms and conditions of our relationship but we will not do this without first informing you of such modification. All updates will be detailed on our website and our app. You will be able to access the latest version of our terms at any given time.
What is the scope of the relationship between OurPass & the customer?
Opening an Account
You can open an account with us on the condition that you are at least 18 years old, a Nigerian citizen, meet our technology requirements defined above and have not yet opened an account with us. We do not knowingly engage with people who don’t meet these conditions.
When you choose to open an account, you agree to us using your information to make and receive payments on your behalf through your OurPass account. If you would like us to stop doing this, we would have to close your account.
Verifying your Identity
Regulations require us to verify your identity before we can open an account for you. At the very least, there needs to be an active phone number, your profile picture and BVN supplied. With more information supplied, such as valid identification documents, we will be able to open an account without any restrictions. The information which we may require to increase transaction limits on your account include:
Account Type Required Documentation:
- Basic Name
- Phone Number
- Full KYC (Name, Phone Number, BVN, Valid ID (National ID Card, Voters Card, Drivers Licence, and National Passport))
In line with regulations, we perform due diligence on all accounts so it is your responsibility to keep your mailing address, email address, physical address and other contact information up-to-date in your profile.
Language and Communication
English will be the primary language of our communication to you. We may use emojis or colloquialisms, but we will always communicate in English.
If you have any questions about your relationship with OurPass, you can contact us via email using the details below:
By opening an account with us, you consent to receiving text (SMS), email and push notifications from us. These notifications are meant for your consumption only and we will not be held liable if you suffer any loss, or damage as a result of unauthorized access to the information sent.
In addition, you agree to indemnify OurPass against all losses, damages, claims, demands and expenses whatsoever which may be incurred, imposed or suffered by the Company as well as against all actions, proceedings or claims (including attorney's fees) whether civil or criminal, which may be brought against OurPass by reason of such notifications.
To log onto the Apps, you will need to enter your User ID and other security information that we request, or when available, by using biometric authentication which is a security process that relies on your unique biological characteristics so as to verify your identity. The current supported biometric authentication methods are face ID and fingerprint method.
You understand that when using the biometric authentication to log onto the Applications, facial map, or any other biometric data stored on your mobile device can be used to access your Applications and your accounts and to give instructions for certain transactions. You therefore should ensure that your mobile device only stores your own facial map, or other biometric data, and will not store anyone else’s biometric credentials (e.g. fingerprint, facial map or any other biometric data).
The biometric authentication on the Applications is performed by the biometric authentication module of your device, and we do not control the functionality of any mode of biometric authentication. We make no representation or warranty as to the security of the biometric authentication function on your mobile device and we do not have access to your biometric information. For more information on how the biometric functionality works for your mobile device, please refer to your device manufacturer’s support resources.
Suspension of the Applications
We can, at any time, suspend your use of the Mobile Application in any of the following situations;
- Where concerns exist about the security of the Applications;
- Where it is suspected that your account on the Applications has been used fraudulently or in an unauthorized way;
- Where it is suspected that your account on the Applications triggers certain AML/CFT risks;
- Where there are legal or regulatory obligations we have to meet.
We may give you advance notice of any suspension and tell you why. However, we will not do so if this would compromise our reasonable security measures or if it is unlawful to do this. Occasionally, we may not be able to contact you to give you advance notice. If you have entered incorrect log on details on the Mobile Application on several occasions, we may suspend your access to the Applications.
With the OurPass Wallet, you will be able to fund your OurPass account via bank transfers or stored cards. You will be able to pay bills, make instant transfers, manage your make transfers to other OurPass users or Nigerian bank accounts. These activities are subject to the following limits
The OurPass MasterCard is issued by WEMA Bank, pursuant to a license from MasterCard Incorporated. When we issue you a card, it must be used for only lawful transactions within Nigeria. The card will have an expiry date and is valid until the last day of the month shown on the card. Your card will be auto-renewed upon expiration, unless your account is closed or the card is revoked.
The PIN issued with your card enables you to carry out transactions such as withdrawals and purchases from ATMs, Point of Sale terminals and Web/Online platforms.
When things go wrong
To protect your money, we need you to keep your card, phone and PIN safe at all times. If you lose your card or spot any suspicious transactions on your account, please freeze your card and inform us as soon as possible. You are responsible for maintaining the security and confidentiality of your passwords, PINs, or any other identifier that you use to access your wallet and our services. Use a strong password and a unique code as your transaction PIN and limit its use to your OurPass account. Do not allow anyone to have or use your password or transaction PIN details. If you share these details, we cannot and will not be liable for any loss or damage arising from your failure to comply.
Closing an Account
You can close your account at any time and at no cost. If you’d like to do this, please get in touch with us. You will, however, remain liable for any obligations related to your account with us. Once the account is closed, you will not be able to access any OurPass services.
We reserve the right to close, suspend, freeze or limit access to your account, if:
- The information we obtain from you does not comply with regulatory requirements;
- You do not meet, or are in breach of, the terms and conditions contained herein;
- You create risk or possible legal exposure to us;
- We are required to do so by law; or
- There is a report of, or our investigations reveal that you have engaged in, fraudulent or suspicious activity with your OurPass account.
Please note that the list above is not exhaustive.
We are required to comply with the international sanction laws and regulations issued by the United States of America’s Office of Foreign Assets Control (OFAC), European Union (EU), United Nations (UN), the United Kingdom’s Treasury (HMT) ,as well as local laws and regulations applicable to issuing banks, including those issued by the CBN. Therefore, we reserve the right to terminate your account without incurring any liability. We are also under no obligation to make any payment under, or otherwise to open this account if you violate any OFAC, EU, UN and HTM sanctions or there is involvement by any person (natural, corporate or governmental) listed in the OFAC, EU, UN, HMT or local sanctions lists, or any involvement by or nexus with Cuba, Sudan, North Korea, Iran or Myanmar or such other countries as may be included from time to time in the sanctions list, or any of their governmental agencies.
In addition, OurPass is required to comply with all extant laws in Nigeria, including the rules, regulations, guidelines, circulars and letters issued by the CBN and other regulatory bodies from time to time. In compliance with the applicable laws, OurPass does not deal in crypto currencies and does not facilitate payments for crypto currency transactions and other related transactions. You, therefore, confirm that you will not use your OurPass account to deal in, trade, transact or receive any payments relating to virtual currencies.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Applications or their contents:
- For any unlawful purpose;
- To solicit others to perform or participate in any unlawful acts;
- To violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
- To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- To submit false or misleading information;
- To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related mobile application, other mobile applications, or the Internet;
- To collect or track the personal information of others;
- To spam, phish, pharm, pretext, spider, crawl, or scrape;
- For any obscene or immoral purpose; or
- To interfere with or circumvent the security features of the Service or any related mobile application, other mobile applications, or the Internet. We reserve the right to terminate your use of the Service or any related mobile application for violating any of the prohibited uses.
You consent to us applying restrictions on your account and reporting to law enforcement agencies, including the Economic and Financial Crimes Commission, the Nigerian Financial Intelligence Unit, the Nigerian Police Force, e.t.c., if a fraudulent activity is associated with the operation of your account.
By opening this account, you consent to us processing your personal information:
- To provide products and services to you in terms of this agreement and any other products and services for which you may apply;
- To carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);
- In countries outside Nigeria where the products or services are being used and where such countries do not have the same data protection laws as applicable in Nigeria, we will, where possible, ask the receiving party to agree to our privacy policies;
Marketing and Promotion
We may also use your personal or other information to share information with you on new products and services that may be of interest to you. By opening an account with us, you consent to us sending you updates about the OurPass product. You can unsubscribe from our newsletter using the link provided for the purpose in each newsletter we send.
Intellectual Property Rights
This Agreement does not transfer to you any intellectual property owned by the Company or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with the Company. All trademarks, service marks, graphics and logos used in connection with our Applications or Services, are trademarks or registered trademarks of the Company. Other trademarks, service marks, graphics and logos used in connection with our Applications or Services may be the trademarks of other third parties. Your use of our Applications and Services grants you no right or license to reproduce or otherwise use the Company or third-party trademarks.
All rights reserved. No part of the Applications may be copied, reproduced, ripped, recorded, re-engineered, decompiled, disassembled, modified, reproduced, distributed, or transmitted in any form or by any means either electronic or mechanical methods, without the prior written permission of the Company.
Technology Limitations and Modifications
The Company will make reasonable efforts to keep the Applications operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. The Company reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Applications, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Applications, Services or any function or feature thereof. You understand and agree that we have no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services.
Limitation of Ability
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Services is to uninstall any OurPass Applications and to stop using the Services.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF ANY LEGAL THEORY, WITHOUT REGARD TO WHETHER THE COMPANY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, SHALL NOT BE MORE THAN THE AMOUNTS PAID BY YOU TO THE COMPANY DURING THE PRIOR THREE MONTHS IN QUESTION.
By choosing to proceed, you agree that you understand that you are opening a wallet with OurPass and that all the information you have supplied is for this purpose. You agree to abide by the above listed terms and conditions, which govern our operations. You also agree that the information supplied is true and correct. By opening an account with us, you consent to our carrying out of regular identity and fraud prevention checks. Finally, you agree to indemnify the Company for any loss suffered as a result of any false information or error in the information you have supplied us.
OurPass remains deeply concerned about building the trust and confidence that our customers have in us. If you are a security researcher and have discovered a security vulnerability in one of our Products, services or sites, we encourage you to disclose it to us using the following guidelines. Pass will engage with security researchers when vulnerabilities are reported to us in accordance with this Responsible Disclosure Policy.
Below are OurPass subdomains which can be used to test for vulnerabilities in OurPass Login and Checkout:
It is in our culture to encourage security researchers to share details of any vulnerabilities by filling the form below. At OurPass’s discretion, you may be eligible for monetary compensation for your efforts and severity of the vulnerability.
MERCHANT SERVICE AGREEMENT
THIS MERCHANT SERVICE AGREEMENT (“MSA”) is a legal agreement between PARKCROWDY NIGERIA LIMITED, (“OurPass”), which expression shall where the context so admits include its successors, duly appointed representatives and affiliates).
YOU, (“Merchant”) which expression shall where the context so admits include your heirs, successors-in-title, subsidiaries, duly appointed representatives and assigns);FOR YOUR USE OF THE SOLUTION (hereinafter defined).OurPass and the Merchant shall individually be referred to as a “Party” and jointly as “Parties”
(A) OurPass develops tools and products which allows businesses to accept payments from their customers seamlessly and track sales activities, amongst others, thereby creating business insights for enterprises (the “Solution”).
(B) The Merchant carries on a legitimate business in the Territory (hereinafter defined) (the “Business”).
(C) The Merchant warrants that it is licensed to carry on the Business and has indicated interest in collaborating with OurPass for the use of the Solution to power its Business;.
(D) The Parties have agreed to enter into an agreement to leverage the use of the Solution, subject to the terms and conditions of this Agreement
In this Agreement, the following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:
(1.1) “API” means Application Programming Interface belonging to OurPass by which the Solution is integrated into the Platform;
(1.2) “Business Day” means every day of the week.;
(1.3) “Customers” means the Users of the products or services provided by the Merchant via the Platform and in connection with this Agreement.
(1.4) “Data Subject” means an identifiable person; one which can be identified directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;
(1.5) “The Merchant's Business Account” means the business account(s) created for the Merchant by OurPass.
(1.6) “Industry Standards” means guidelines or regulations issued from time to time by the Central Bank of Nigeria to regulate payment processing in Nigeria;
(1.7) “Intellectual Property” means all vested contingent and future intellectual property right including but not limited to copyright, patents, trademarks, service marks, design rights (whether registered or unregistered), know-how, trade secrets, inventions, get-up, database rights and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or created in the future;
(1.8) “Merchant Onboarding Workflow” means the onboarding documentation to be provided by OurPass to the Merchant.
(1.9) “NDPR” means the Nigerian Data Protection Regulations;
(1.10) “Personal Data” means any information relating to a Data Subject;
(1.11) “Payment Card Industry Data Security Standard” “PCI DSS” means a set of security standards designated to ensure that all companies that accept, process, store or transmit credit card information maintain a security environment, www.pcicomplianceguide.org;
(1.12) “Platform” means the Merchant’s Business platform.
(1.13) “Pricing Schedule” means https://ourpass.co/pricing. Such agreed pricing schedule which OurPass may update from time to time after the concurrence of parties to this Agreement.
(1.14) “Services” mean the services provided by the Merchant to Sub-merchants (Customers) and Users which forms a part of the Merchant’s Business;
(1.15) “Territory” means Nigeria and includes other states of the world duly approved by OurPass;
(1.16) “Trademark" means the trademarks registered in the name of OurPass and such other trademarks as are used by OurPass on or in relation to the Services during the term of this Agreement.
(1.17) “UAT” means the last phase of testing of the solution to ensure successful implementation and functionality;
(2.1) Words importing persons or parties shall include any individual, body corporate, unincorporated association or partnership; and in the case of an individual, to that person’s legal personal representatives, successors or assigns;
(2.2) Save as expressly provided under this Agreement, this Agreement shall not create an agency, employee or partnership relationship between the Parties. The Parties shall not pledge credit in the name of the other
(2.3) One gender shall include all other genders;
(2.4) The words “including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;
(3)SINGULAR AND PLURAL
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and vice versa.
(4)REFERENCES TO LIABILITIES
References to any liabilities are to include any liability whether actual, contingent, present or future in accordance with Clause 12 of this Agreement.
OurPass hereby grants the Merchant the non-exclusive right to integrate into and make use of the Solution on the Platform for the purpose of accepting payments and managing its sales activities.
(6.1) OurPass shall provide the Merchant with onboarding process documentation (the “Merchant Onboarding Workflow”) with the aim of walking the Merchant through the process of onboarding.
(6.2) The Merchant shall comply with the Merchant Onboarding Workflow and provide the necessary information as may be required from time to time.
(6.3) The Merchant represents and warrants that it has obtained consent and/or is authorized to supply any information requested by OurPass in connection with the integration and use of the Solution.
(6.4) The Merchant agrees to fully indemnify OurPass for any damages, costs or liabilities which are attributable to failure to obtain the requisite consent and/or authorization as stated in clause 6.3 above.
(2)THE MERCHANT'S OBLIGATIONS
(7.1) Subject to the terms of this Agreement, the Merchant agrees to:
(7.1.1) Offer the Solution as the preferred method of checkout or payment on the Platform. The Merchant shall use the Solution to process transactions of both high and low value without any form of discrimination or neglect.
(7.1.2) Promote the Solution to its Customers.
(7.1.3) Provide general orientation, training, and necessary documentation, including but not limited to sales slide decks and other documentation reasonably requested by OurPass, needed to educate OurPass on the details of the Platform that may be required for OurPass to integrate the Solution.
(7.1.4) Access the Pricing Schedule provided by OurPass which shall include authorized commercial terms and conditions;
(7.1.5) Actively manage all Customers using its Platform. The Merchant further undertakes to ensure the confidentiality and protection of all Customer data which comes into the possession of the Shopper/Merchant in connection with this Agreement in line with the Applicable Law
(7.1.6) Carry out an end-to-end UAT in the live environment with selected internal users only within the Merchant’s organization and not the general public to certify that the integration process was successful.
(7.1.7) Close the project, following the successful implementation of the UAT, by clicking the toggle to be provided by OurPass on the Merchant dashboard.
(7.1.8) Not allow or neglect to allow the perpetuation of fraud on the Platform or in connection with this Agreement.
(7.1.9) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.
(7.1.10) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.
(7.1.11) Not use OurPass’s Trademark without obtaining prior written consent from OurPass, provided that such consent may not be unreasonably withheld
(7.1.12) to immediately notify OurPass of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause liabilities or damage to OurPass (including but not limited to any material change in the nature or extent of the Merchant's business).
(7.1.13) Be fully liable for the actions and inactions of its employees
(7.1.14) The Merchant shall not sell, resell the POS devices issued to the Merchant under any circumstances.
(7.1.15) Where reasonably practicable the Merchant shall inform OurPass of any changes in applicable laws, guidelines or regulatory circulars or directive which might impact upon the relationship between the Parties.
(7.1.16) Fully comply with all applicable law, including the Payment Scheme rules.
(7.1.17) Make available its technical personnel in a timely fashion to work with OurPass to implement all necessary integration to the Platform and provide any reasonably required help on other issues that may affect the integration of the Solution.
(7.1.18) to notify OurPass of any change in the Merchant’s registered office address, Merchant’s activities and/or line of business prior to such change.
(7.1.19) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.
(7.1.20) Where required by applicable law or regulator, obtain licenses and permits required for its operations under this Agreement and provide OurPass with a copy of such regulatory permits and licenses upon request.
(8.1) Subject to the terms of this Agreement, OurPass agrees to:
(8.1.1) Grant to the Merchant and the Merchant herein accepts from OurPass a non-exclusive, non-transferable license and right to the OurPass API and accompanying integration technical specifications in respect of this Agreement subject to the acceptance of the OurPass Terms and Conditions by the Merchant;
(8.1.2) Where necessary, implement the Solution together with the Merchant;
(8.1.3) Provide value added services on POS devices.
(8.1.4) Provide the Merchant with point of sale devices for the purpose of facilitating the Merchant's outdoor sales within all the Merchant’s stores. The Merchant understands that OurPass has decided to provide the devices to the Merchant for the above purposes only. The Merchant undertakes to procure the safe use of the point of sale devices. The Merchant also understands and agrees that OurPass may validly retrieve all or a part of the point of sale devices provided to the Merchant and undertakes to return the devices upon demand by OurPass without protest.
(18.104.22.168) The Merchant agrees to refund OurPass the total value of the devices in cases of theft, loss or complete damage of the POS devices occasioned at the premises or under the care (or neglect to care) of the Merchant. The Merchant shall process a refund of the value of the POS dev
(22.214.171.124) Subject to Clause 126.96.36.199 above, OurPass agrees to replace or repair any damaged POS devices upon request by the Merchant.
(188.8.131.52) Save as expressly provided in this Agreement, the maintenance and effective operation of the POS devices shall primarily be the responsibility of the Merchant.
(184.108.40.206) Notwithstanding any other provision in this Agreement, the Merchant shall not directly or indirectly sell, procure the sale or accept the resale of the POS devices under any circumstances. The Merchant understands that OurPass may validly terminate this Agreement without notice and/or institute an action against it for a breach of this term and criminal conversion of the POS devices.
(8.1.5) Provide such post-implementation support as may be reasonably required by the Merchant in connection with this Agreement.
(8.1.6) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.
(8.1.7) Work together with the Merchant to prevent fraud and ensure adequate compliance with anti-fraud protection and compliance rules in the Federal Republic of Nigeria.
(8.1.8) Attend all meetings and performance review meetings as may be mutually agreed by the Parties;
(8.1.9) Be fully liable for the actions and inactions of its employees.
(8.1.10) Implement and maintain security systems for the transmission of Transaction Data consisting of encryption “firewall” technologies and compliance with the minimum requirement of the PCI DSS.
(8.1.11) Not use the Merchant’s Trademark without obtaining prior written consent from the Merchant, provided that such consent may not be unreasonably withheld.
(8.1.12) Undertakes to provide reasonable support for reconciliation and settlement activities when and if required
(8.1.13) Undertakes to safeguard Merchant and customers data and firmly commits not to utilize same without prior written authorization of the Merchant
(9.1) Subject to the terms of this Agreement, OurPass agrees to:
(9.2) Both Parties shall use all reasonable measures to maintain confidentiality, prevent fraud, money laundering and terrorist financing using the Platform.
(9.3) Each Party agrees to execute such further documents and instruments as may be reasonably requested by the other in order to give effect to the terms and intentions of this Agreement.
(9.4) Both Parties shall be responsible for obtaining and maintaining all relevant permits, licenses and approvals required to fulfill their respective obligations under this Agreement.
(9.5) Each Party shall ensure adequate compliance with all applicable regulatory requirements.
(9.6) The Parties understand that the acquirer/acquirer processor shall be responsible for settlement and all domestic transactions shall be settled in T+1 or as may be determined by applicable laws.
(10)WARRANTIES AND REPRESENTATIONS
(10.1) The Parties warrant that they are duly registered and/or licensed to transact business and fulfill their respective obligations under this Agreement.
(10.2) The Parties represent and warrant that this Agreement is legal and binding on them and is validly enforceable against them.
(10.3) The Parties shall keep each other indemnified against all costs, liabilities, actions, claims, proceedings or other expenses arising out of any breach of these warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
(10.4) The Merchant warrants that it shall not submit any transaction which the Merchant knows or reasonably should know is fraudulent, illegal or not authorized by the Customer to be processed.
(10.5) The Merchant warrants that it shall collaborate with OurPass for the purpose of investigating a transaction or Customer of the Merchant.
(11)FEES, CHARGEBACK AND SETTLEMENT PROCESS
(11.1) As consideration for the fulfillment of its obligations under this Agreement, OurPass shall be entitled to the fee contained in the Pricing Schedule including but not limited to the Monthly Service Charge. OurPass may update the Pricing Schedule from time to time. The Merchant agrees to monitor and stay abreast of the Pricing Schedule from time to time.
(11.2) The Merchant may charge certain fees to the Customer(s) without recourse to OurPass.
(11.3) Each party shall be responsible for remitting to the relevant tax authorities any taxes, including value added tax and income tax, payable on amounts earned by it under this Agreement.
(11.4) CHARGEBACKS DISPUTES
(11.4.1) In the event that a chargeback dispute is lodged by a Customer, with regards to any transaction processed by OurPass in connection with this partnership, OurPass shall communicate to the Merchant and the Merchant shall respond within eighteen hours (18) hours of such notification.
(11.4.2) The Merchant may initiate a partial or full refund to a Customer using the refund API made available on the dashboard for that purpose.
(11.5) SETTLEMENT PROCESS
(11.5.1) The Parties shall be able to view records of all the transactions in relation to this Agreement. The Merchant shall be able to monitor in real-time all the transactions processed via the dashboard provided by OurPass .
(11.5.2) The Parties understand that all fees charged on each transaction shall be settled into such account(s) provided by either Party for that purpose (the “Settlement Account”). The Settlement Account shall be funded with the applicable transaction fees so charged upon conclusion of each relevant transaction.
(11.5.3) In the event that OurPass has reasonable cause to believe that any transaction may be fraudulent or involve other criminal activity, OurPass may suspend the processing of such transaction until investigations have been timeously certified as completed or concluded by OurPass.
(12.1) All Intellectual Property rights of each Party (“IP Owner”) will remain the IP Owner’s property exclusively or that of its licensors. The other Party (“IP User”) shall not assert any claim to such Intellectual Property rights during the term of this Agreement, or after the termination of the Agreement, except as expressly provided in this Agreement.
(12.2) The IP User shall respect the IP Owner’s Intellectual Property rights and will not infringe on such rights. The IP Owner’s Intellectual Property shall not be used by the IP User for purposes not contemplated under this Agreement or for any purpose not expressly agreed to in writing by the IP Owner.
(12.3) If and to the extent that the IP User’s performance of its obligations under this Agreement requires the IP Owner to grant a license and/or any other rights to any Intellectual Property, the IP Owner may grant such licenses and or other rights as may be required, subject to the terms of this Agreement.
(12.4) The IP Owner may at its discretion agree to the display of its logo on the IP User’s website, payment forms and any other marketing materials for the purposes of promoting and providing the services as contemplated under this Agreement to potential merchants.
(12.5) Where the Intellectual Property referred to in the context of this clause does not vest in the IP Owner and to the extent permitted by the licensor of such Intellectual Property, the IP Owner shall take the necessary steps to ensure that it has the right to sub-license and or grant such other rights in and to the Intellectual Property referred to in the context of this clause
(12.6) On the expiration of this Agreement or the termination of this Agreement by either Party, a Party must:
(12.6.1) Immediately cease to use the other Party’s Intellectual Property; and
(12.6.2) Deliver to the other Party and/or destroy any and all materials in its possession or control that bears or contains the Intellectual Property of the other Party and confirm in writing to the other Party that it has done so.
(12.7) All Intellectual Property rights in or pertaining to the Trademarks and any promotional material, point of sale material, brochures, sales commercial training or other literature provided by either Party shall remain the property of the Party providing it, and the other Party shall acquire no rights in the same. In a similar manner, one party shall not be permitted to use the Intellectual property of the other Party for any reason whatsoever without the prior written consent of the other Party whose consent shall not be unreasonably withheld.
(13.1) Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge as a result of access to the other Party’s premises or contact with its personnel pursuant to this Agreement and which:
(13.1.1) At the time of coming to a Party’s knowledge is not already a part of the public domain;
(13.1.2) Has not after coming to a Party’s knowledge, become part of the public domain through no fault of that party; and
(13.1.3) Is not required to be disclosed for a proper purpose to any governmental, regulatory or other public authority or to a court of law or other tribunal.
(13.2) Each party shall endeavor to use a reasonable degree of care to avoid unauthorized dissemination or publication of the data and information disclosed to it by the other party under this Agreement as it employs with respect to its own information which it has disclosed in respect of this Agreement and does not desire to have disseminated or published or otherwise employed in any manner whatsoever.
(2)TERMINATION OF SERVICE
(14.1) Either Party may terminate this Agreement by giving the other Party at least thirty (30) days written notice of its intention to terminate the Agreement and such termination shall be effective upon the expiration of the 30-day notice.
(14.2) Notwithstanding any other provision contained in this Agreement, Parties reserve the right to terminate this Agreement, without notice , in the event:
(14.2.1) Of any material breach of any of the terms of this Agreement;
(14.2.2) If a change of control of any Party which is in the reasonable opinion of the other Party is detrimental to its interests;
(14.2.3) If any material breach of the Trademarks or intellectual property rights.
(14.3) Notwithstanding anything contained in this Agreement, where any Party (the “Defaulting Party”) commits a breach of any provision of this Agreement and fails to remedy such breach within fourteen (14) days of receiving a written notice from the other Party (the “Aggrieved Party”) requiring the Defaulting Party to do so, the Aggrieved Party shall be entitled, in addition to its other remedies in law or in terms of this Agreement, to cancel this Agreement immediately and without prejudice to its right to claim damages or outstanding payments; provided that if the Defaulting Party commits two (2) or more breaches of any provision of this Agreement in any six (6) month period of this Agreement, irrespective of whether or not the breach is remedied by the Defaulting Party, the Aggrieved Party shall be entitled, without prejudice to any of its other rights or remedies in law or under this Agreement, to terminate this Agreement immediately by notice in writing to the Defaulting Party.
(14.4) In the event that fraudulent transactions account for more than 0.10% of the Merchant’s sales turnover in any one (1) month, OurPass shall be entitled to unilaterally, upon written notification, terminate this Agreement and/or request the Merchant to remove the affected customer from the use of the Platform.
(14.5) Upon the termination of this Agreement, each Party shall immediately return to the other Party all papers, materials, data and other property of the other Party in its possession or held by it in connection with the performance of this Agreement. Notwithstanding the above, either Party shall be entitled to retain information concerning the other Party if and to the extent that it is required to do so in terms of its reasonable retention of records policy or in terms of any applicable law, subject at all times to the confidentiality obligations as set out in Clause 13 above.
(14.6) Termination of this Agreement shall not affect any obligations of the respective Parties incurred or arising prior to such termination becoming effective.
(15)LIMITATION OF LIABILITY/INDEMNITY
(15.1) Except where directly attributable to the negligent acts or omissions of either Party, Parties shall indemnify each other, its directors, officers, employees and agents against and hold harmless thereof from any and all liabilities, obligations losses (excluding future profits), damages, penalties, claims, actions judgments expenses and disbursements or whatsoever kind and nature, arising directly or indirectly out of a negligent or fraudulent commission or omission by the defaulting party or breach of its obligations under its obligations under this Agreement.
(15.2) In no event shall OurPass be liable to the Merchant in excess of any amount that has accrued to OurPass from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises
(15.3) Without prejudice to its strict obligations to account for all monies received through its channel and deposited on behalf of the Merchant, OurPass expressly disclaims any liabilities or damages which may arise out of the Merchant’s services to its Customers or any third party. In no event shall OurPass be liable for any claims for refunds, costs or damages by the Merchant, Customer(s) or any third party. The Merchant hereby undertakes and holds harmless OurPass in this regard.
(15.4) No liability shall be raised against OurPass (including its affiliates and subsidiaries) more than two (2) years after the accrual of the cause of such liability.
(15.5) OurPass will not be responsible in the event of any infiltration of its security systems, provided that OurPass has used commercially reasonable efforts based on Industry Standards to prevent any such infiltration.
(16)RETURN OF PROPERTY
Upon termination of this Agreement, the Parties shall promptly return to the other Party all drawings, documents and other tangible manifestations of Confidential Information (and all copies and reproductions thereof). In addition, the Parties will return any other property belonging to the other Party including without limitation: computers, office supplies and documents.
(17.1)No Party shall be liable or indemnify the other Party for failure to perform any obligations hereunder when such failure is due to circumstances beyond its reasonable control including but not limited to government interference, direction or restriction, war or civil disorders, strikes, blockade, insurrections, riots, acts of nature, disasters, diseases, epidemics, terrorist actions or other emergencies (“Force Majeure”).
(17.2)In such circumstances, this Agreement may be terminated by written notice from one Party to the other Party with no further obligations and liabilities, provided that all monies due and unpaid are paid and provided that the Force Majeure event shall have continued for two (2) months from when it was notified.
(17.2.1) Compensation upon Force Majeure
The Parties shall bear their respective costs and neither Party shall be required to pay to the other Party any costs arising out of an event of Force Majeure.
(18)GOVERNING LAW & DISPUTE RESOLUTION
(18.1) This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
(18.2) The Parties shall use their best endeavors to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably.
(18.3) Any dispute which cannot be settled in accordance with Clause 18.2 within a period of fourteen (14) days shall be settled before a Sole Arbitrator to be appointed by the mutual agreement of the Parties in accordance with the Lagos State Arbitration Law 2009, in Lagos and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. A dispute shall be deemed to have arisen when any Party notifies the other Party in writing to that effect. In the event that the Parties are unable to agree on a sole arbitrator within fourteen (14) days after the declaration of a dispute, such sole arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch) on the application of either Party.
(19)PRIVACY AND DATA PROTECTION
(19.1) The Parties shall ensure compliance with the NDPR and all other applicable data protection laws and shall ensure the security and privacy of any data they hold, collect or process by implementing necessary technical, physical and organizational measures aimed at ensuring the confidentiality, integrity and availability of any such data.
(19.2) Both Parties undertake to be liable for any breach of their obligations to ensure the security and privacy of any Personal Data they holds, collect or process;
(19.3) The Parties shall guarantee the privacy of any Personal Data they may collect or come into its possession and assure that the requisite consent of the Data Subject to process such data and shall not disclose such data without obtaining the requisite consent to do so.
(19.4) The Parties shall, subject to applicable law, ensure that they give the right to the data subject to update or delete or transfer any such data to any third-party and shall not retain data for longer than as may be necessary for the purpose for which the data was collected.
(19.5) Upon becoming aware of any data breach under this Agreement, the Parties shall immediately notify the other of such breach and take reasonable steps to remedy such breach and notify the relevant regulatory authorities as required under the NDPR.
(20.1) All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out below.
If to OurPass:
Parkcrowdy Nigeria Limited
5, Kwaji Close,
Maitama, Abuja, Nigeria
Telephone: +234 (0)810 394 2898
Notices to the Merchant shall be sent to the registered address provided by the Merchant to OurPass.
(20.2) Any such notice may be delivered personally or by courier or email and shall be deemed to have been served if delivered in person, or upon receipt of proof of delivery, if delivered by courier, and when dispatched to any or all of the addresses listed in this Clause 20.2, if delivered by email.
(20.3) No Party shall be deemed to have waived, released or modified any of its rights under this Agreement unless it has been expressly stated in a written document duly signed by both Parties. Any waiver by either Party related to a failure of the other to act in the strict performance of the terms and conditions of this Agreement shall not constitute a waiver of all rights and powers the Party waiving is entitled to.
(20.4) Headings have been used in this Agreement only for convenience and they shall be disregarded for the purpose of construing the Parties’ rights and obligations contained in this Agreement.
(20.5) All documents required under or resulting from or connected with or necessary to this Agreement shall be made in English language.
(20.6) Each Party represents and warrants to the other Party that this Agreement constitutes a valid, effective and binding obligation of such Party, being enforceable in accordance with the terms and conditions in this Agreement.
(20.7) The Parties represent and warrant that they shall not directly or indirectly, in connection with this Agreement or in connection with any other business transaction related to either party, make a payment or gift, or an offer, promise, or authorization to give money or anything of value to any public official, or person or entity for the purpose of influencing any act or decision in order to obtain or retain business for, direct business to, or secure an improper advantage for OurPass or the Merchant.
(20.8) The Parties represent and warrant that they shall maintain throughout the term of this Agreement adequate policies, procedures, and controls to ensure compliance with the anti-bribery laws, including at a minimum policies and procedures relating to the prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel, and will enforce them where appropriate.
(20.9) Nothing in this Agreement shall be deemed to make either Party or any of its agents or employees an employee, joint venture or partner of the other Party.
(20.10) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the Agreement shall be stricken off, and shall not affect the legality, enforceability, or validity of the remainder of this Agreement, and the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
(20.11) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
(20.12) This Agreement, its exhibits and subsequent amendments constitute the entire agreement between the Parties with respect to the matters dealt with in this Agreement and supersedes any previous agreement between the Parties in relation to such matters. Each of the Parties hereby acknowledges that in entering into this Agreement, it has not relied on any representation or warranty except as expressly set out in this Agreement or in any document referred to in this Agreement. No variation of this Agreement shall be valid or effective unless made by one (1) or more instruments in writing signed by the Parties, which would be affected by such variation.
(20.13) Either Party shall not assign any or all of its obligations under this Agreement to any third party without the prior written consent of the other Party to the assignment, such consent not to be unreasonably withheld or delayed in the case of a responsible person.
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