Ogaranya Merchant Services Agreement

This Agreement (the “Agreement”) is a binding contract between the individual or the entity identified in your Ogaranya Merchant Account (“You” or the “Merchant”) and Ogaranya Technology Solutions Limited (“Ogaranya”, “We”, “Us”).

This Agreement provides the terms and conditions of your enrolment in Ogaranya’s proprietary offline and online sales and payment processing software (“Website” or “Platform” or “Program”).

This Agreement comprises:

1. The terms set forth below
2. Ogaranya’s Privacy Policy

1.0. ACCEPTANCE

1. This Agreement becomes binding on you when you click on the Accept/Agree button and/or by using the Platform or any part of it. You are not permitted to use the Platform if the Agreement is unacceptable to you.

2.0. DEFINITIONS

1. The following words shall have the meanings assigned to them:
1. Merchant
2. Ogaranya
3. Our Website
4. Services

3.0 Ammendments

1. We reserve the right to change the terms and conditions of this Agreement without recourse to you. We will give you notice of the changes by posting the new terms at https://ogaranya.com/legal/terms in place of the old, with a revision date at the top. We may also send you a notification email of the revised terms at the email on your Ogaranya account.

4.0. TERM &TERMINATION

1. You may terminate this agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notice to us by post or email, or by completing the Close Account form on our Website and submitting it.
2. Termination by either party shall have the following effects:
1. Your right to use the platform immediately ceases;
2. We retain the right, at our sole discretion, to terminate any and all parts of the features of the platform offered for your business, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.

5.0. OUR CONTRACT

1. The features of the Platform are only available for Nigerian citizens and/or residents only. Access to use the platform requires your acceptance of these terms, a bank account with a Nigerian financial institution, and other personal information we may need from time to time.
2. Subject to these terms and conditions, we agree to provide you with some or all of the features of the platform described on Our Website at the prices we charge from time to time.
3. Our contract with you and non-exclusive license to you last for one year from the date your Merchant account was created. Any continuation by us or by you after the expiry of one year is a new contract under the terms then posted on Our Website. Your continued use of our platform after that shall be deemed acceptance by you of the changed terms.
4. If we give you free access to a Service or feature of the platform on our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.

6.0. YOUR ACCOUNT & DATA

1. When you visit Our Website, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner.
2. You agree that you have provided accurate, up-to-date, and complete information including but not limited to information about yourself or your registered company, your products, intellectual property, prices, bank account details, and other required details. We are not responsible for any error made as a result of such information being inaccurate.
3. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.
4. Ogaranya is not acting as a trustee, fiduciary, or escrow with respect to your funds.

7.0. TRANSACTION FEE

1. The Transaction Fee for your access and usage of the Platform is 3% per transaction.The Fees are exclusive of any applicable value-added tax. You are responsible for the payment of any tax imposed by any governmental taxing authority on the amounts you are liable to pay to us under this Agreement, including, but not limited to, withholding taxes of whatever nature.
2. We reserve the right to increase or decrease the Transaction fee from time to time. Which amendment will take effect after a 3 days of notification of changes has been sent to you.

8.0. RIGHTS & RESTRICTIONS

1. The following activities amongst others constitute a breach of the acceptable use of Ogaranya:

1. Using the platform to make or receive payments for any illegal, fraudulent, immoral, or otherwise socially reprehensible listings and/or purposes.
2. Using the platform to make or receive payments for any narcotics, other controlled substances, steroids, or illicit substance listings.
1. We may, at our discretion, read, assess, review, or moderate any listing on our Website. If we do, we need not notify you or give you a reason.
2. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any listing made by you.

9.0. CLAIMS

1. For the avoidance of doubt, this paragraph is addressed to any person who comes on our Website for any purpose.
2. We are under no obligation to monitor or record the activity of any merchant for any purpose. However, we may do so without notice to you and without giving you a reason.
3. If you have an adverse claim against any Merchant, the following procedure applies:

1. Your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email;
2. We shall remove the offending listing as soon as we are reasonably able;
3. After we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
4. We may re-instate the listing about which you have made an adverse claim or not.
5. You now agree that if any adverse claim is made by you frivolously you will repay us the cost of our investigation including legal fees, if any.

10.0. PRIVACY

1. We value your privacy and care about the way in which your personal data is used and treated. We are committed to guarding the privacy of the personal data that is provided to us or collected by us throughout the duration of our relationship with you, as well as the personal data we receive from visitors to our website. You may read our Privacy Policy document at https://ogaranya.com/privacy-policy.

11.0. INTERRUPTION OF SERVICE

1. If it is necessary for us to interrupt the access and usage of the Platform, we will give you reasonable notice where this is possible and when we think the downtime is such as to justify telling you.
2. You acknowledge that the access and usage to the Platform may also be interrupted for many reasons beyond our control.
3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the platform.

12.0. DISCLAIMERS

1. All implied conditions, warranties, and terms are excluded from this agreement. If an implied condition, warrant or term cannot be excluded, then this subparagraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
2. Access and usage of the Platform are provided “as is”. We make no representation or warranty that the platform will be useful to you; or of satisfactory quality, fit for a particular purpose; or available or accessible, without interruption, or without error.
3. We are not liable in any circumstances for special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, loss of data, or loss of revenues or profits, whether in an action of contract, negligence, or otherwise, arising out of or in connection with your use of Our Website.

13.0. LIMITATION OF LIABILITY

1. Our total liability to you, for any one event or series of related events, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the fees paid to us in respect of the specific transaction that gave rise to the claim or liability.
2. Neither party shall be liable to the other in any possible way, for any loss or expense which is:
3. indirect or consequential loss; or
4. economic loss or other loss of turnover, profits, business, or goodwill.
5. Paragraphs 11 & 12 (and any other paragraph which excludes or restricts our liability) apply to our directors, officers, employees, subcontractors, and agents.

14.0. INDEMNITY

1. You agree to indemnify us against any loss, damage or liability, including lawyer’s fees suffered by us at any time and arising out of:
1. any default of yours in connection with this agreement or your use of the Platform;
2. your breach of this agreement;
3. your failure to comply with any law;
4. any default by any agent, employee, licensee or customer of yours
5. a contractual claim arising from your use of the Platform

15.0. DISPUTES RESOLUTION

1. The parties shall attempt in good faith to settle between themselves any and all disputes arising regarding the validity, interpretation or application of this Agreement, or any other dispute arising from legal relationships resulting from this Agreement.
2. If the parties are unable to settle a dispute themselves within 14 days from the date either party has notified the other of its intent to enter into such good faith settlement negotiations, then the Party's legal representatives will promptly meet to consider whether there is a possibility of resolution by mediation or conciliation.
3. If the Parties do not agree to refer a dispute to mediation or conciliation under the Lagos State Multidoor Court House after a period of 30 days, the Parties shall refer the dispute to arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria (LFN), 2004.
4. The sole arbitrator shall be jointly appointed by the parties and the award shall be final. The place of arbitration shall be Lagos, Nigeria. The proceedings and decisions shall be confidential to the parties and their advisers.

16.0. APPLICABLE LAW

1. The validity, construction, and performance of this agreement shall be governed by the laws of the Federal Republic of Nigeria.

17.0. MISCELLANEOUS

1. If any term or provision of this agreement is at any time determined or held by any competent panel or tribunal to be void, invalid, or unenforceable, then that part only so determined or held shall be treated as severed and the remaining provisions of this Agreement shall continue to be valid.
2. If you are in breach of any term of this agreement, we may:
   1. terminate your account;
   2. remove or edit any listing at our discretion;
   3. issue a claim in any court.
3. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
4. No failure or delay by any party to exercise any right, power, or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
5. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by pre-paid post or recorded delivery or by e-mail. It shall be deemed to have been delivered:
6. if delivered by hand: on the day of delivery;
7. if sent by post to the correct address: within 72 hours of posting;
8. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.