DEFINITIONS

1. SCOPE

   The Terms define the conditions under which the User will access and utilize the Services. Any use of the Site by the User entails the latter’s full and unreserved acceptance of this Terms. The User accepts these Terms, acknowledges having reviewed them in their entirety, and therefore waives any ability to invoke contradictory documentation.

   Plumter may modify the Terms at any time. The relationship between the Parties will always be governed by the most recent version of the Terms on the date of the User’s access and use of the Site. In the event that these Terms are modified, the User will be asked to agree to the new terms and conditions, which will be applicable as from the date of that acceptance.

2. ACCOUNT CREATION

   Before using the Services, you must: (a) accept and agree to these Terms and our Privacy Policy; (b) register with us on the Site and create an account (“Account”); (c) be duly registered under the relevant and applicable laws in your jurisdiction. When you register for an Account, you will be required to provide information that will allow us to verify your business and the identity and/or the information of its promoters (“User Information”), including but not limited to:

   1. Registration documents
   2. a valid physical address, phone number
   3. bank account information
   4. a copy of the photo identification of the promoters
   5. tax identification information.
   6. email address

   You may also be required to provide additional information or documentation to allow us to verify your business and/or your Account information. We reserve the right to verify the information you provide against third-party databases or other sources and you authorize us to make such inquiries.

   The Services will provide metadata and other context for the reporting of payments initiated via Services API or web platform, available via API, web, or CSV download. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use such reporting for your internal business analysis purposes only, and for no other purpose.

   Upon your registration on the Site, you will obtain your login details as provided by you to enable you to access the services. The Site is accessible by you by entering the Username and Password (“Login Details”). In order to ensure optimal security of your account, we may request that you set up additional security verification protocol which include a Two Factor Authentication. We may also request access to track your login location or track your device in order to enhance the safety of your account.

   Upon successful registration and provision of required documents, Plumter shall review your application and notify you whether your application is successful or rejected. Your application may be rejected in the event where you are unable to submit the required KYC verification details or for any other reason which may or may not be communicated to you.

   Where your application is successful, we will create a Virtual Account for you which might be domiciled with our partner bank. You hereby grant us the authority to share your User Information with our partner bank. Upon creation of your Virtual Account, you will be required to fund the Virtual Account from time to time for the purpose of your transaction on our Platform. You will be able to add more than one user from your organization and access levels for each user will depend on your preference.

   You understand and agree that Plumter is not a bank and monies deposited into the Virtual Account will not be deemed as saving and as such will not in any circumstance attract interest. You also understand that the funds held in your Virtual Account are not insured with FDIC, NDIC or any other Insurance institution. Where you decide to withdraw from your Virtual Account in a currency different from the currency in which the fund is being held, you agree that such disbursement will be made at the prevailing parallel market rate.

3. PAYMENT NOTIFICATION

   Plumter will update the User on the status of its payment made via the platform; once a transaction is completed, Plumter will send out an email to notify you of such completion. Plumter will also provide receipts (either via email or the Virtual Account dashboard in a format that you can download). The payment’s status of your transaction will also be updated to “Failed” if for some reason the payment wasn’t completed successfully. Please note that because Plumter successfully acknowledges a payment process doesn’t mean it has been successfully received by the recipient. Plumter will not be responsible for any errors by you in respect of the accuracy of recipient account details and charges from recipient banks nor will Plumter be responsible for the failures or mistakes that may occur as a result of the activities third party processors, partners banks, intermediary banks or recipient banks. Plumter will also not be responsible for the transaction charges if monies are refunded.

4. ACCOUNT SECURITY

   The User is given dedicated, secure access to their account using their Login Details. The User is responsible for the password, chosen by them at the time of registration, and undertakes not to share it with anyone. Plumter may not, under any circumstances, be held responsible for the consequences of fraudulent use of your login credentials by a third party.

   Please contact us immediately at [email protected] if you believe that your Account has been accessed without your authorization, a transaction that you did not authorize has occurred, a transaction has been processed incorrectly to or from your Account, or your Account information or statements contain an error regarding your transaction history (each, an “Error”).

5. MAINTENANCE AND ACCOUNT RESTRICTION

   We reserve the right at any time to suspend without notice your access to and/or use of the Site to enable us to carry out essential emergency or perform urgent maintenance or for such other reason as we deem necessary. We will also check to be sure that the payment is not going to an unsupported or restricted region in compliance with the extant Anti-Money Laundering/Combating the Financing of Terrorism policies and as we may decide from time to time. We will use reasonable commercial endeavours to provide you with reasonable advance notice of any scheduled non-emergency maintenance. Scheduled non-emergency maintenance will be performed outside of Business Hours to the extent reasonably practicable. We will use commercially reasonable endeavours to notify you of any unplanned downtime of the Site and to resolve the issue as soon as reasonably practicable. Plumter reserves the right to reject a payment for any of these reasons or for no reason at all.

6. CONFIDENTIALITY

   We both acknowledge that during the course of the transactions contemplated by these Terms, a party (the “Disclosing Party”) may find it necessary or appropriate to share Confidential Information (as defined below) with the other party (the “Receiving Party”). The Receiving Party will: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any third party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and (iii) protect the confidentiality of the Disclosing Party’s Confidential Information with the same measures as the Receiving Party uses to protect its own Confidential Information, but using no less than reasonable measures. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party will first give written notice of such requirement to the Disclosing Party and will permit the Disclosing Party the opportunity to seek to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information.

   “Confidential Information” means any information provided by one party to the other and concerning such Disclosing Party’s business or operations including, but not limited to, all tangible, intangible, visual, electronic, now existing or future information such as (a) trade secrets; (b) financial information, including pricing of the Services; (c) technical information, including research, development, procedures, algorithms, data, designs, code, and knowhow; (d) business information, including operations, planning, marketing interests, and products; and (e) all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary.

   You acknowledge and agree that the Services are not designed with security and access management for processing any Protected Information, and, unless otherwise agreed to by Plumter in writing, you agree that Account Data will not include any Protected Information. “Protected Information” means (i) any patient medical or other health information; (ii) Personally Identifiable Information, as defined in the Nigeria Data Protection Regulation (NDPR) and General Data Protection Regulation (GDPR) or (iv) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data concerning a natural person’s sex life or sexual orientation.

7. USER OBLIGATIONS

   Obligations relating to the use of the Site, the User agrees to: submit complete, accurate information and to update that information in event of any change refrain from using the Site for fraudulent ends or any other purposes not mentioned in this Terms;

   1. use the Site for committing fraud, embezzlement, money laundering, or for any unlawful and/or illegal purposes;
   2. to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site;
   3. upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable through the Site;
   4. use the Site to harm or injure any third party;
   5. impersonate any person or entity, on the Site;
   6. forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Site;
   7. upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
   8. upload, post, email, transmit or otherwise make available on the Site, any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
   9. upload, post, email, transmit or otherwise make available on the Site, any unsolicited or unauthorized advertising, promotional materials, “junk mail,“ “spam“, “chain letters,“ “pyramid schemes,“ or any other form of solicitation;
   10. upload, post, email, transmit or otherwise make available on the Site, any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
   11. disrupt the normal flow of or otherwise act in a manner that negatively affects other user’s ability to engage in real-time exchanges;
   12. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
   13. intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of law; and
   14. refrain from creating multiple accounts for the purpose of accessing the Site and using the features by artificially renewing any trial period offered by Plumter.

   Obligations relating to the content posted by the User in the Site, the User and/or the Client alone will be responsible for the content they publish on the Site, namely any content (data, databases, texts, photos, videos, etc.) that they may post on the Site while using its features. They guarantee that their content will not constitute disorderly conduct or offensive material, infringe upon any third-party rights (namely in connection with their intellectual property, privacy, reputation, or image), or contain any denigrating, defamatory, or discriminating remarks about Plumter, and that it will comply with current laws and regulations. The User will also refrain from posting advertising and/or promotional content in the Site, that has no connection to the purpose of the Site or the Company.

   Any violation of any of the User’s obligations, as defined by Articles 6.1 and 6.2, could result in the closure of their account by Plumter. If Plumter closes the User’s account for failure to comply with their obligations under this Terms, the Company shall have the right to terminate any and all licenses given to the User.

8. INTELLECTUAL PROPERTY

   Ownership; License: Plumter owns all rights, titles, and interests in and to the Services including all related intellectual property rights. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services for your internal business purposes only, and for no other purpose. All of our rights not expressly granted by us to you pursuant to these Terms are retained by Us.

   Maintenance & Support: You acknowledge that while the Company may, at its sole discretion, provide maintenance and support for the Site from time to time, the Company shall have no specific obligation whatsoever to furnish such services to you.

   Updates/Upgrades: We may launch new updates/upgrades for the Site, you may subscribe to the same through the Online Stores. In the event, you choose not to update/upgrade the App, certain features or functionality shall not be accessible to you.

   Feedback: We welcome your feedback. If you provide recommendations, suggestions, improvements, or other feedback (collectively, “Feedback”), you agree that we will have a royalty-free, worldwide, perpetual and irrevocable license to use and incorporate such Feedback into the Services without restriction and without any obligation or compensation to you or any third party.

9. LIMITATION OF LIABILITY

   IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR OR OUR LICENSORS OR SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, USE OF THE SERVICES BY YOU, OR ANY SERVICES TERM (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED THE LESSER OF THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000 (WHICHEVER IS LESSER). THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATE THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

10. FORCE MAJEURE

    We shall not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control (“Force Majeure Event”).

    A Force Majeure Event includes in particular (but without limitation) the following: strikes, lockouts or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; the impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or Service to us by third parties; or any other event beyond a Party’s reasonable control.

    Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.

11. REPRESENTATIONS, AND WARRANTIES

    11.1 Mutual Representations and WarrantiesEach party represents and warrants to the other that:

    1. this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms;
    2. no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and
    3. the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

    11.2. Plumter Representations and WarrantiesPlumter represents and warrants to the User that:

    1. Plumter has sufficient right, title, and interest in the Services to license the Services to User in accordance with this Agreement, and that entering into and carrying out the terms and conditions of this Agreement will not violate or constitute a breach of any agreement binding upon Plumter;
    2. the Support Services will be performed in a professional and workmanlike manner and will be of a grade, nature, and quality that meets prevailing standards in the software-as-a-service industry;
    3. to Plumter’s knowledge as of the Effective Date, the User’s use of the Services in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any third-party intellectual property or other proprietary rights.

12. DISCLAIMER

    EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, PLUMTER MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. PLUMTER DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR ANY DELIVERABLES, OR AGAINST INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. PLUMTER DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES OR DELIVERABLES WILL BE SECURE OR UNINTERRUPTED. PLUMTER EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CLIENT’S USE OF THE SERVICES AND DELIVERABLES. IF PLUMTER IS PROVIDING PAYMENTS SERVICES PURSUANT TO THE AGREEMENT, PLUMTER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PAYMENT REQUESTS THROUGH THE PAYMENTS SERVICES, AS SUCH PAYMENTS ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF PLUMTER’S CONTROL, INCLUDING BUT NOT LIMITED TO PAYMENT SETTLEMENT TIMES, PAYMENT HOLDS, BANK INFRASTRUCTURE OUTAGES OR OTHER DELAYS IN THE BANKING SYSTEM AND BANK PAYMENT.

13. NOTICES

    Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and will be deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or e-mail with delivery receipt; (iii) when delivered by a recognized national or international overnight courier service with some form of tracking mechanism; or (iv) when delivered by certified or registered mail with return receipt. Either party may change its address for notices by notice to the other party given in accordance with this Section. All Notices should be sent to [email protected]

14. WAIVER

    If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.

15. NO PARTNERSHIP OR AGENCY

    Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither Party will represent itself as agent, servant, franchisee, joint venturer, or legal partner of the other. We are entering into these Terms and Conditions as principal and not as agent for any other Affiliate company and claims under these Terms and Conditions may be brought only against us and not against any of our Affiliates.

16. SEVERABILITY

    If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

17. UNFAIR COMPETITION

    You shall not use the Site, documentation or any other materials provided by us from time to time, including but not being limited to our Intellectual Property Rights or Confidential Information, to build a competitive product, service, or Site or to benchmark with a product or service not provided by us.

18. CHANGE TO TERMS

    We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is a material, Plumter will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

    By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Site and the Services.

19. TERMINATION

    The Company reserves its rights to terminate these Terms and Conditions in the event:

    1. you breach any provision of these Terms;
    2. the Company is required to do so under law;
    3. liquidation;
    4. the Company chooses to discontinue the Service being offered or discontinue to operate the Site;
    5. the license granted to use the Site expires;

    The Company reserves its right to track you, even when you have uninstalled the Site or even after termination of these Terms and Conditions until all your obligations, including but not limited to the payment of any Outstanding Amount(s) is in subsistence.

    Upon termination of these Terms, the rights and licenses granted to you under these Terms shall cease to exist, and you must forthwith stop using the Site and the Service and repay any Outstanding Amount(s). Notwithstanding anything contained in these Terms or otherwise, the termination of these Terms for any reason whatsoever, shall not affect your obligations, including but not limited to repayment of any Outstanding Amount(s).