CREDPAL PAY TERMS OF SERVICE

Important Notice

We are very glad to welcome you to our retail community where merchants are optimizing our buy now, pay later (BNPL) payment option to scale their business and increase sales. This Terms of Service is specially prepared for our Merchants to understand the principles governing our BNPL services. This agreement is between CredPal and its Merchants.

By using CredPal’s credit payment and other related services (“Services”), which makes it possible to collect payments from customers or patrons for goods or services provided, you are deemed a “Merchant” and you agree to the terms and conditions contained in this Terms of Service (the “Agreement”). Before accessing or using the Services, please read this Agreement carefully and in conjunction with any other agreement forming the basis of our relationship, including our Privacy Notice, Acceptable Use Policy, and Terms and Conditions.

If you are an individual using the Services on behalf of your company, organization, or other entity (for example, as an employee), then “Merchant” means your entity, and you are binding your entity to this Agreement.

This Agreement does not have to be signed to be binding. You indicate your assent by

(i) checking the box (or similar action) to accept the terms that is presented to you at the time you sign up to use the Services at retail.credpal.com or

(ii) by using the Services, after having been notified of the existence and effectiveness of this Agreement.

About CredPal

CredPal is a financial technology company that has developed an innovative solution that allows businesses and individuals to buy anything and pay for it in installments across online and offline Merchants by providing them with instant access to credit at the point of checkout.

Merchants Onboarding

Once a Merchant partners with CredPal to accept and use our services, CredPal will onboard the Merchant on its platform by having the Merchant register or by registering the Merchant on a dedicated platform. CredPal may list the Merchant’s business on the CredPal mobile application and/or website (“Marketplace”), such that CredPal’s users or the Merchant’s patrons are able to pay for goods and services using credit advanced by CredPal.

Equality with Merchant Sales Channels

The Merchant will ensure that there is equality between the offerings (e.g. listing price and other terms including but not limited to discounts, minimum price, warranties, return and refund policies, after-sales service, etc., regarding the sale of the same Merchant’s products and services) by the Merchant on other e-commerce platform and offerings on Marketplace.

Merchant’s Use of the Marketplace

The Merchant shall maintain the security of Merchant log-in credentials to the Marketplace. The Merchant is responsible for any expense, loss, or liability caused by the loss or breach of those credentials.

The Merchant shall not use the Marketplace to abuse the Services or in a manner that would be detrimental to the function of the Marketplace or to other Merchant’s use of the Marketplace.

Independent Service Provider

CredPal is providing the Services on an independent service provider basis. CredPal does not endorse, have control or assume the liability for the products or services that are paid for with the Services.

CredPal’s Obligations

Subject to the terms of this Agreement, CredPal shall:

• onboard the Merchant on the Marketplace;
• ensure that settlements of all payments to Merchant are timely made;
• provide technology and related support to the Merchant on a discretionary basis;
• maintain an open communication channel with the Merchant to discuss future joint product designs for future initiatives that can benefit both the Merchant and CredPal;
• provide necessary information and materials including logos and other marketing materials to enable the Merchant market and sell the Marketplace to its patrons; and
• provide the Services as described and contemplated in this Agreement but reserving the right to modify, enhance and or suspend the Services upon a seven (7) day written notice to the Merchant in advance.
• Subject to the above, CredPal makes no other representations or warranties, express or implied, that the Services it has agreed to provide under this Agreement will result in profitability or assist the Merchant or its customers meet any other projected or defined financial performance criteria.

Merchant’s Obligations

The Merchant shall:

• promote the Marketplace and Services to its customers;
• be solely responsible for verifying the identities of customers and maintaining information and proof of service or product delivery to customers;
• be entirely responsible for every interaction with its customers—including but not limited to: (i) offer and sale of the Merchant’s products or services on the Marketplace; (ii) order, sale, and fulfillment; and (iii) products/services quality and compliance with applicable regulations, including consumer protection laws.
• respond to all fraud inquiries not later than one Business Day (i.e., any day/s other than a Saturday, Sunday, or a statutory holiday in the Federal Republic of Nigeria) of receipt of such inquiry;
• respond to all refund inquiries with sufficient proof and evidence of value/service delivery within one Business Day of receipt of such inquiry. For any undisputed refund claim, the Merchant will be liable and would provide an equivalent sum to CredPal;
• promptly notify CredPal of any security breach, misuse, irregularity, suspected fraudulent transaction or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of Merchant’s site or the Marketplace and the corrective action the Merchant has taken;
• give CredPal prompt written notice of any change in the Merchant’s registered office address, Merchant’s line of business, and any other information provided at the point of onboarding;
• immediately notify CredPal of any act, omission, or error which may cause loss or damage to CredPal (including but not limited to any material change in the nature of the Merchant's business); and
• comply with any additional security, authentication, risk control, or other requirements imposed by CredPal, especially where the Merchant is, in CredPal’s opinion, engaged in high-risk activities.

Settlement

Where the Merchant’s customers pay for goods and services using their CredPal credit card, the payment will be made to the Merchant instantly. Where customers use their CredPal standard loan wallet, settlement to the Merchant will be processed, usually on a T+1 basis. CredPal is entitled to defer any settlement or any other sum due to the Merchant to the extent that CredPal considers necessary or appropriate to protect their ability to recover any sums or any other liability (actual or anticipated) from the Merchant in connection with this Agreement.

If CredPal suspects that a transaction may be fraudulent, unauthorized, involve other criminal activity, or otherwise believes that the Merchant’s actions or performance may result in customer’s disputes, chargebacks, and related claims, CredPal may suspend/delay payment for that transaction and any connected transaction, or withhold settlement until the satisfactory completion of any investigation. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving payment.

Customers Disputes and Refunds

Except as expressly set forth in this Agreement, CredPal is not involved in any underlying transaction between the Merchant and any customer. CredPal is not responsible for any dispute between the Merchant and any customer but may elect to assist in resolving any dispute between the Merchant and any customer. If CredPal elects to assist in the resolution of a dispute, the Merchant agrees to cooperate with CredPal to resolve the dispute.

The Merchant agrees to resolve all disputes with its customers promptly: where there are delays in resolving a customer’s complaints or disputes relating to the Merchant’s products or services within the period of three days (including failure to perform quality checks of the returned Merchant’s products), then CredPal may at its sole discretion—on the expiry of such period—decide and remit the refund to the customer via the method of payment used by the customer upon receipt of a request from the customer and recover the same from the Merchant. The Merchant agrees that it will accept CredPal’s decision to remit the refund to the customer without any contest or dispute. While arriving at any decision under this clause, CredPal would use reasonable efforts and the opportunity of being heard will be provided to the Merchant and the customer but CredPal does not take any responsibility to ascertain the truth of such a claim by the Merchant or the customer.

The Merchant may instruct CredPal via a written notice—email being sufficient—to process a refund on behalf of a customer but CredPal shall have no liability for refunds offered by the Merchant in excess of the original purchase price.

Intellectual Property

CredPal will own all rights, titles, and interests in any intellectual property rights (“IPRs”) in the Services and Marketplace and all data collected or stored in connection with them. CredPal may use any Merchant’s information to create, develop, or modify the Services and/or Marketplace or any other CredPal concept, brand, product, or feature (“Improvements”), and CredPal will own any Improvement and any IPRs in an Improvement.

Any CredPal IPRs expressly provided or made available to the Merchant may be used solely for the promotion of the Services or Marketplace during the term of this Agreement.

Content and Trademark Licence

Without prejudice to the above provision, the Merchant hereby grants CredPal permissions to use the Merchant’s name, logo, and content in the Marketplace and in CredPal’s marketing materials including, but not limited to use in interviews and in press releases. “Content”, as used here refers to all information, content, and images, including without limitation, the product information, provided or made available by the Merchant for use in connection with the Services or Marketplace.

CredPal hereby grants the Merchant permissions to use CredPal’s name, logo, and promotional materials to promote the Services. Upon termination of this Agreement, the Merchant will immediately cease all display, advertising, and use of CredPal’s name, logo, and promotional materials.

Privacy and Data Protection

As part of offering products and services on the Marketplace, (i) the Merchant may collect personal information from customers or patrons; and (ii) CredPal may share with Merchant certain Personal information of customers or users. Personal Information, as used here, includes the names, phone numbers, email addresses, bank account details, and other information necessary to provide the Service. Regarding the use of personal information, the Merchant agrees to: (i) comply with all applicable general privacy and data security laws; (ii) use Personal Information solely as permitted under this Agreement and for such other purposes solely as permitted by customers; and (iii) not disclose any customer’s Personal Information except as compelled by law or as permitted in writing by customers

Confidentiality

As a Merchant, CredPal may give access to certain non-public information ("CredPal Confidential Information"), which is confidential and proprietary to CredPal. The Merchant may use CredPal Confidential Information only as necessary in exercising rights granted in this Agreement. The Merchant agrees not to disclose CredPal Confidential Information without CredPal’s prior written consent. The Merchant undertakes to protect CredPal Confidential Information from unauthorized use, access, or disclosure in the same manner that it would protect its own confidential and proprietary information of a similar nature and with no less than a reasonable degree of care.

Indemnity

The Merchant (“Indemnifying Party”) will defend, indemnify and hold harmless CredPal, CredPal’s affiliates and their respective employees, directors and representatives (“Indemnified Party”) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorney’s fees) arising out of or in connection with (i) a breach of any of the representations, warranties, covenants or undertakings of the Indemnifying Party (ii) any claims relating to or based on: (a) any actual or alleged breach of any term of this Agreement or CredPal Policies by the Indemnifying Party; (b) the Merchant sales channels, products (including the offer, sale, fulfilment, refund, or return thereof), the Merchant’s materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing or its submissions, posting of materials or deletion thereof, and any personal injury, death, damage to property related thereto; (c) Merchant’s use of the Service.

Disclaimers

CREDPAL MARKETPLACE AND SERVICES ARE PROVIDED “AS IS”. CREDPAL AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANT ABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PURPOSE. CREDPAL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE (I) THAT USE OF CREDPAL’S MARKETPLACE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (II) THAT CREDPAL WILL CONTINUE TO OFFER MARKETPLACE OR SERVICES.

Limitation of Liability

EXCEPT FOR THE (I) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (II) BREACH OF MERCHANT’S OBLIGATIONS, OR (III) INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF CREDPAL’S INTELLECTUAL PROPERTY: (A) NEITHER THE MERCHANT NOR CREDPAL SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE MERCHANT OR CREDPAL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL CREDPAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CREDPAL MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED CREDPAL’S MARGIN IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. FOR THE PURPOSES OF THIS AGREEMENT, "CREDPAL'S MARGIN" MEANS THE NET PROFIT MADE FROM PROVIDING THE SERVICES.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that CredPal may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of CredPal’s liability shall be the minimum permitted under such applicable law.

Severability

If any provision of this Agreement is declared by any applicable law, judicial, or other competent authority to be void, voidable, illegal, or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

Termination

This Agreement starts when the Merchant registers on the Marketplace and continues until terminated by a party. Either the Merchant or CredPal may terminate this Agreement for any reason by notifying the other via a prior written notice.

Upon termination, any rights or obligations of a party regarding any outstanding sale transaction (including fulfillment, refunds, and returns) will survive until completed. Any termination of this Agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the parties relating to limitations on liability, confidentiality, and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the sale of products or services, will survive termination of this Agreement.

Dispute Resolution

CredPal and Merchant shall make an effort to settle all disputes amicably. Any dispute which cannot be settled by mutual agreement/negotiation 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. Each party shall bear its respective costs in connection with the Arbitration. The venue for the arbitration shall be Lagos, Nigeria.

Governing Law

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

List of Prohibited Merchants

There are business types that are unable to use CredPal Pay due to various restrictions. These include merchants (i) in any of the following categories/businesses, or (ii) engaging in any of the following activities:

• Bestiality;
• Pawn Shops;
• Stolen property;
• Sale of ammunition and arms;
• Psychics and “occult” businesses;
• Relates to or support Ponzi schemes;
• Fireworks, destructive devices, and explosives;
• Substances designed to mimic illegal drugs;
• Drug Paraphernalia, e-cigarettes, and chemicals;
• Marijuana dispensaries and related products or services;
• Adult entertainment and/or adult content products/services;
• Banned steroids, narcotics, and other certain controlled substances;
• Products or services that infringe on the intellectual property rights of others;
• Business that may cause or threaten brand or reputational damages to CredPal, including but not limited to Child Pornography, Escort Services, Mail Order Brides, Occult;
• “Negative option” marketing, renewal, or continuity subscription practices; marketing activities involving low-dollar trails, “pay only for shipping,” and/or “free trial” periods after which a credit card is charged periodically and/or a significantly larger amount;
• Transacting Virtual Currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
• Any other product or service that is illegal or marketed or sold in such a way as to create liability to CredPal.

Last Modified: 30 August 2021