Terms of Use

1. Introduction, Definitions, and Interpretation

1.1 Introduction

1.1.1 Welcome to Platform (as the term is hereinafter defined). The use of Platform is subject to the terms and conditions set out herein (the “Terms & Conditions”). The Terms & Conditions form part of the Contract (as the term is hereinafter defined) that governs Access to and the use of the Platform by the Subscriber (as the term is hereinafter defined). The Subscriber is advised to read the Terms & Conditions carefully. By signing the acceptance form below, the Subscriber agrees to comply with and be bound by the Terms & Conditions and other parts of the Contract (as same may be referenced here). IF YOU DO NOT AGREE TO BE BOUND BY THE CONTRACT, DO NOT USE, ACCESS OR SUBSCRIBE TO THE PLATFORM.

1.1.2 Echezona Digital Gateway Limited (“Echezona”) is a limited liability company incorporated under the laws of the Federal Republic of Nigeria with its registered address at 115, Ayo Babatunde Crescent, Oniru Lekki, Lagos.

1.1.3 Echezona is engaged in the business of developing, deploying and implementing payment and financial technology products, solutions, and services as licensed by the CBN as a Payment Solution Service Provider (PSSP).

1.1.4 The Platform is a payment gateway platform developed by Echezona to enable a Subscriber receive payment for goods and services from its customers (as the term is hereinafter defined) over the web or any internet supported devices using either card, account (internet banking) or USSD by the integration of the Subscriber’s platform to the Platform’s API. The Platform is more specifically described in Annexure A to these Terms & Conditions.

1.1.5 Upon registration and acceptance of the Terms & Conditions, the Subscriber’s Platform shall be integrated to the Platform’s API by Echezona, and Access (as the term is hereinafter defined) to the backend of the Platform shall be granted to the Subscriber. The Terms & Conditions constitute a binding contract between Echezona and the Subscriber (the “Parties”). Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.

1.1.6 The Terms & Conditions may be supplemented by a Special Conditions of Contract signed by the Parties. Such Special Conditions of Contract (which where they exist in relation to a Subscriber, also form part of the Contract) will supersede the provisions of the Terms & Conditions to the extent provided in that Special Conditions of Contract. Other documents making up the Contract shall be read together with the provisions of the Terms & Conditions, and where there is a conflict (except a conflict with the Special Conditions of Contract where they exist in relation to a Subscriber), the provision of the Terms & Conditions shall apply.

1.1.7 Echezona reserves the right to update and amend the Terms & Conditions, and to develop and modify the Platform, by notifying the Subscriber by email or as a pop-up message on the backend of the Platform. The continued use of the Platform by the Subscriber after notification of such changes and amendments shall constitute the Subscriber’s consent to such changes and amendments.

1.1.8 A Subscriber may issue a purchase order or additional written documentation or communication for its administrative purposes only. Where such additional documentation or communication contains provisions, which are at variance with the provisions set out in any part of the Contract, such additional documentation and/or communication shall be null and void, as they relate to the subscription and use of the Platform.

1.1.9 Any general description of the types of products or services thereof on the Platform or Echezona’s website does not constitute part of the Contract. The Contract supersedes and merges all oral agreements, promises, understanding, statements, representations, warranties, indemnities and covenants, and all inducements prior to the acceptance and signing of the Contract, relied upon by either Party, whether written or oral and embodies the Parties’ complete and entire agreement with respect to the subject matter of the Contract. No statement or agreement, oral or written, made before the execution and acceptance of any or all the suite of documents making up the Contract, shall vary or modify the written terms of the Contract in any way whatsoever. No course of prior dealings between the Parties and no usage of trade will be relevant in interpreting any part of the Contract.

1.2 Definitions

1.2.1 Unless the context otherwise requires, the following words and expressions with their first letters capitalized used in the Terms & Conditions, shall have the meaning given to each of them in the table below:

• “Echezona” means Echezona Digital Gateway Limited, the developer, owner and operator of the Platform.
• “Acceptance Date” means the date on which the Terms & Conditions are accepted by the Subscriber.
• “Access Date” means the date Access is granted by Echezona to the Subscriber and shall where applicable, be a day no later than 48 hours following the fulfillment of all Conditions Precedent by the Subscriber.

1.3 Interpretation and Rules

1.3.1 Unless the context otherwise requires:

• The singular includes the plural and vice-versa;
• The expressions “including”, “includes” and “include” have the meaning as if followed by the phrase “without limitation” or “but not limited to”, as applicable;
• Where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• No rule of construction is to apply to the disadvantage of a party on the basis that such party drafted the whole or any part of the Terms & Conditions;
• Reference to any statute or regulation includes that statute as same may be amended from time to time and any other statute or regulation in force now or after the Acceptance Date, which modifies, re-enacts, extends, or is made under it;
• The annexes and schedules form an integral part of the Terms & Conditions;
• “Days” shall mean “consecutive calendar days”, it being understood that all dates and time periods referred to in the Terms & Conditions relate to the Gregorian calendar. “Business Days” shall mean Mondays to Fridays, other than public holidays in which banks are closed for business in Nigeria;
• References to persons include references to natural persons, firms, companies, corporations, associations, organizations and trusts (in each case whether or not having separate legal personality); but references to an individual refer to a natural person only;
• The headings of the several clauses of the Terms & Conditions are inserted for convenience of reference and in no way define, describe, limit or aid in the construction of the scope, extent or intent of the Terms & Conditions or any term or provision hereof.

1.3.2 The ejusdem generis rule of construction shall not apply to the Terms & Conditions and accordingly, unless as otherwise indicated in the Terms & Conditions, the meaning of a general word is not to be restricted by particular examples preceding or following the general word.

2. Subscription and Access

2.1 Grant of Access

2.1.1 Subject to the fulfilment of the Conditions Precedent and upon acceptance by the Subscriber of this Terms & Conditions, Echezona shall integrate the Subscriber Platform with the Platform’s API and grant to the Subscriber on the Access Date, Access to the Platform to perform the activities set out herein. Upon acceptance of the Terms & Conditions, the Subscriber shall be permitted to create an Account on the Platform with its own unique log-in-details (the “Log-in Credentials”).

2.1.2 Access is granted to the Subscriber and its employees only and not to any third parties. The Subscriber and its employees will effect and maintain adequate security measures to safeguard against access to or use of the Platform by unauthorized persons (including without limitation, safeguarding its Log-in Credentials and other security arrangements). The Subscriber must immediately notify Echezona if its Log-in Credentials have been compromised and provide all reasonable assistance to bring an end to any unauthorized access or use of the Platform through the Subscriber’s Log-in-Credentials.

2.1.3 Parties agree that:

• (a) The Terms & Conditions are binding on the Parties, consequently, the Subscriber is responsible for (i) ensuring that its customers adhere to the provisions of the Terms & Conditions, where applicable, and (ii) creating, nurturing and maintaining its relationships with its Customers; and
• (b) Echezona is not a party to any agreement between the Subscriber and its Customers and shall not be directly liable to the Customers for the due performance of its obligations hereunder.

2.2 Access Channels

2.2.1 The Platform may be accessed over the web using any internet supported devices such as mobile, desktop, laptops and tablets or other channels which may be decided by Echezona from time to time.

2.2.2 The Platform may also be accessed via other devices and channels owned by the Subscriber or any other third party. Echezona may, where necessary, provide reasonable support and assistance to a Subscriber in connection with matters relating to accessing the Platform via such devices, upon mutually agreed terms. Notwithstanding anything to the contrary, Echezona shall not be responsible for the provision of support in relation to any other function of such devices and shall not be liable for any malfunction of same that is not connected to the Access to and use of the Platform on the devices.

2.3 Registration Process

2.3.1 Prior to the grant of Access to the Subscriber, the Subscriber shall (i) duly complete and share with Echezona, the client profile form provided to it by Echezona; and (ii) provide to Echezona, all the supporting documents as set out in the client profile form.

2.3.2 The Subscriber understands that Echezona is bound by strict AML/CFT/CPF regulations that require it to conduct KYC checks and due diligence on the Subscriber. Consequently, the Subscriber affirms that all the information and documentation it has provided as part of the registration process are to the best of its knowledge, accurate and complete in all material respects. In the event of any change to the information provided during the registration process, the Subscriber must immediately update Echezona with the updated information and/or documentation.

2.3.3 Echezona may at its sole discretion grant Access to the Subscriber prior to the completion of the registration form and all KYC checks and confirmation. Where Access is granted in this way, the Subscriber shall no later than five business days from the Access Date, ensure the completion of the registration. Echezona reserves the right to suspend Access for failure to complete the registration form within the stipulated timelines.

2.3.4 Nothing in the Terms & Conditions shall be construed to oblige Echezona to grant Access to the Subscriber until the registration process is completed and all necessary Subscriber Content required for the operation of the Platform has been imputed by the Subscriber in accordance with the User Manual.

2.3.5 Parties shall also work together to conduct pre-go live testing prior to the grant of Access and creation of an Account on the Platform.

2.4 Payment Terms

2.4.1 In consideration for the fulfilment of Echezona’s obligations hereunder, Echezona shall be entitled to the fees set out in Annexure C hereto per successful and approved transaction carried out on the Platform (the “Service Fee”).

2.4.2 The Service Fee is exclusive of VAT. Echezona shall deduct the applicable VAT of the transaction amount per transaction. The Service Fee is also exclusive or processor fees and other third-party fees, which shall be the responsibility of the Subscriber.

2.4.3 The Parties agree that the Service Fee has been determined based on current industry standards. Parties shall meet annually in good faith, to review the Service Fee, and to agree what changes (if any) are required to make the charges more competitive and to bring them in line with industry standards and requirements.

2.4.4 Without prejudice to section 2.4.3 above, Echezona reserves the right to increase the Service Fee at any time by giving to the Subscriber, prior notice of the increase in Service Fee. Notwithstanding anything to the contrary in this Terms & Conditions, any change in applicable fees shall only take effect upon prior written notice to the Subscriber.

2.5 Training and Technical Support

2.5.1 The User Manual for the Platform shall be made available after integration to the Platform.

2.5.2 Echezona shall provide ongoing technical support to the Subscriber where required in relation to the integration to the Platform, as well as in relation to the continued access to and use of the Platform. To this end, the Subscriber may reach Echezona’s customer service unit on 070ECHEZONA from Monday to Saturday between 9 a.m. to 5 p.m. or via email. Echezona will ensure that responses are provided to all Subscriber’s complaints within 48 hours of receipt and shall use reasonable endeavors to address and resolve all complaints promptly.

2.6 Platform Availability

2.6.1 Echezona shall use reasonable endeavors to make the Platform available at all times. However, Echezona reserves the right to modify, partially or completely suspend the Access, to the extent necessary to:

• (a) Ensure the security and stability of the Platform in accordance with Applicable Laws;
• (b) Ensure compliance with AML/CFT rules and regulations;
• (c) Carry out repairs and maintenance of the Platform and to implement relevant updates to the Platform; and
• (d) Add new or enhance features and functionalities of the Platform when required.

2.6.2 Excluding cases of suspension of access resulting from unplanned and unpredictable service disruptions, Echezona will notify the Subscriber of the suspension of Access, at least 24 hours prior to the suspension.

3. Parties’ Obligations

3.1 The Subscriber’s Obligations

3.1.1 In addition to other obligations set out in this Terms & Conditions and the Contract, the Subscriber shall:

• Use the Platform only for activities and transactions which fall within the scope as detailed in Annexure A and the User Manual, in accordance with Applicable Laws, global best practices, and its contractual obligations to third parties;
• Where required, comply with all security or encryption standards, rules and procedures recommended by Echezona;
• Not transfer, assign or in any manner give to third parties, any rights over the Access or the Account, except as otherwise set out in the Terms & Conditions;
• Reasonably cooperate with Echezona in connection with any support services required to be provided by Echezona to the Subscriber for the operation and maintenance of the Platform;
• Not make any warranty or representation whatsoever in relation to the Platform which may bind or is likely to bind Echezona or make it liable in any way;
• Carry on only legitimate businesses and procure requisite licenses and authorizations to conduct its business;
• Take full responsibility for any use of the Platform by its Customers, subject to the provisions of the Terms & Conditions;
• Utilize the integration specification document/APIs in respect of the Platform provided by Echezona;
• Be bound by and comply with the chargeback and refund policy as contained in Annexure B of the Terms & Conditions;
• Ensure that it has adequate controls, safeguards, information technology security, and effective internal controls for all its operations and platforms;
• Upon request by Echezona, provide KYC documentation/information relating to it and its Customers on a need-to basis;
• Abide by and continue to observe all the guidelines and conditions related to the use of the Platform as may be communicated from time to time by Echezona.

3.1.2 In addition to any specific obligations of the Subscriber outlined in the Terms & Conditions, the Subscriber agrees to cooperate with Echezona in connection with the provision of the services by providing:

• Timely responses to Echezona’s inquiries and requests for approvals and authorizations;
• Access to any information or material reasonably requested by Echezona which are necessary or useful as determined by Echezona in connection with fulfilling its obligations hereunder, but not limited to, physical and system/computer access to Subscriber’s computer systems, inventory and other relevant Subscriber Content; and
• All Required consents necessary for Echezona to fulfill its obligations.

3.1.3 The Subscriber acknowledges and agrees that the fulfillment of Echezona’s obligations hereunder is dependent upon the completeness and accuracy of information provided by the Subscriber and the knowledge and cooperation of the directors, officers, agents, employees or subcontractors (“Personnel”) engaged or appointed by the Subscriber and who are selected by the Subscriber to work with Echezona. The Subscriber also agrees that much of the Platform Content that it accesses on the Platform is based on and reflects the information in the Subscriber Content. Accordingly, the Subscriber must make sure that the Subscriber Content is accurate and complete. The Subscriber agrees to review the Platform Content before it uses it and shall notify Echezona of any errors in the Platform Content. Echezona shall promptly amend such errors, except where such errors arise as a result of any information in the Subscriber Content. Echezona shall have no liability for any errors in the Platform Content based on the Subscriber Content.

3.2 Echezona’s Obligations

Echezona shall be responsible for:

• Granting Access to the Subscriber upon fulfillment of the condition precedents and availability of the Platform;
• Providing the requisite technical specification and/or API in respect of the Platform;
• The security of the Subscriber Content imputed and stored on the Platform;
• Providing ongoing technical support to the Subscriber and its Personnel; and
• Ensuring the settlement of funds to the Subscriber’s bank account for successful transactions made through the Platform, in conjunction with the relevant Acquirer.

4. Representations, Warranties, and Indemnities

4.1 Representations and Warranties

4.1.1 By subscribing to the Platform and accepting the Terms & Conditions, the Subscriber represents, and warrants to Echezona that:

• (a) It has obtained all authorizations required for the conduct of the transactions on and the integration of the Subscriber Platform to the Platform’s API;
• (b) The Platform will not be used by it, its Personnel for fraudulent activities;
• (c) The Terms & Conditions and the Contract constitute and express its legal, valid, and binding obligations and are enforceable against it in accordance with the conditions and terms herein stipulated;
• (d) The contents of all documents and other information supplied to Echezona during negotiations between the Parties leading to the execution of the Terms & Conditions were, when given, true, accurate, and complete in all material respects, and there is no fact or matter which has not been disclosed in writing which renders any such documents or information untrue, incomplete, or misleading at the Acceptance date of the Terms & Conditions or which based on utmost good faith ought to be disclosed;
• (e) It shall not reverse engineer, disassemble or decompile the Platform, or any of its parts, identify or attempt to identify any source codes, algorithms, methods or techniques used or reflected in the Platform;
• (f) It shall conduct only legitimate businesses and shall procure requisite licenses to carry on its business;
• (g) It will conduct appropriate customer due diligence using a risk-based approach on all Customers;
• (h) It shall not take actions or omissions that may expose Echezona to credit risk, risk of fraud, breach of duties related to anti-money laundering and terrorist financing, or other statutory obligations or a sudden increase of risk (assessed pursuant to the procedures adopted by Echezona based on the information available); and
• (i) It shall comply with Applicable Laws and global best practices.

4.1.2 Echezona represents and warrants that upon acceptance of the Terms & Conditions by the Subscriber:

• (a) It will grant the Subscriber, Access to the Platform;
• (b) It will ensure that transaction information and Subscriber Content is transmitted securely and will ensure the highest level of security of the Subscriber Content and confidentiality of the Subscriber Content in accordance with the PCI DSS and the Data Protection Legislation;
• (c) It has obtained during the subsistence of the Terms & Conditions, the requisite regulatory consent, and approval to enable it to fulfill its obligations hereunder; and
• (d) It will ensure that the technology deployed comprises a set of interoperable infrastructure modules that work seamlessly.

4.1.3 Each Party represents and warrants to the other that:

• (a) It is duly qualified under applicable laws and has full power, authority, and capacity to carry out its obligations hereunder and has taken the requisite steps for this purpose;
• (b) The Contract constitutes and expresses its legal, valid, and binding obligations and is enforceable against it in accordance with the conditions and terms herein stipulated;
• (c) The execution and/or delivery of the Contract and the performance of its obligations thereunder, does not conflict with or result in a breach or constitute a default under any of the provisions of its Memorandum and Articles of Association or other lawful instrument providing for its legal capacity or under any applicable laws, rule, regulation, judgment, or order of any court, arbitrator to which it or its nominees and affiliates and properties are bound or affected;
• (d) There are no actions, suits, arbitration or other proceedings, governmental investigation, or other audit pending against it and to the best of their knowledge is threatened against it or its shareholders, capable of undermining its capacity to fulfill its obligations under the Terms & Conditions; and
• (e) Its activities pursuant to the Contract shall comply with all Applicable Laws.

4.2 Indemnity and Liability

4.2.1 Access is granted “as is” without any warranty whatsoever, other than as expressly stated in the Terms & Conditions.

4.2.2 Subject to the limitations set out in this Section 4.2, Echezona shall be liable for losses occasioned to the Subscriber as a result of Echezona’s willful misconduct or gross negligence, provided that the total contractual and non-contractual liability of Echezona for all claims of any kind arising as a result of or related to the Access granted and to the use of the Platform, or any act or omission of Echezona, shall not exceed an amount equal to the amount paid by the Subscriber to Echezona or received by Echezona pursuant to activities conducted by the Subscriber on the Platform, during the last 90 days period immediately preceding the date when Echezona is held to be liable for such claims. No liability shall be raised against Echezona more than 1 year after the accrual of the cause of such liability therefore, it is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of Echezona. The limit on liability applies irrespective of the number of claims.

4.2.3 The Subscriber shall release, indemnify, and hold harmless Echezona, from and against any loss or damage and directly related expenses arising out of or related to claims by the Customers, third parties or its employees against Echezona, arising in connection with or as a result of:

• (a) Its representations above or any part thereof being untrue;
• (b) A breach of its warranties or failure to fulfil its obligations under the Terms & Conditions;
• (c) Its failure to conduct appropriate KYC and due diligence checks on its Customers;
• (d) The willful misconduct or negligent acts or omissions of the Subscriber, its directors, officers, employees, agents and affiliates on the Platform;
• (e) The commission of fraud or other unlawful acts by the Subscriber, its directors, officer, employees, agents, and affiliates on the Platform;
• (f) The Subscriber’s inability to preserve the integrity of the Platform and its Log-in-Credentials, issues with Customer identity authentication, or failure to maintain adequate security procedures on the Platform;
• (g) Any other issue associated with the Platform; and
• (h) Echezona’s reliance on the Subscriber’s information as set out in section 4.2.4 below.

4.2.4 In no event shall Echezona be liable with respect to any loss, liability, cost, damage, or expense arising out of a claim by the Subscriber or by third parties in connection with the data, computations, and services provided and/or performed by Echezona under the Terms & Conditions to the extent that such data, computations and/or services in relation to which such claim arises were provided and/or performed in accordance with:

• The Subscriber’s written requirements and/or instructions in such regard;
• The details provided in the registration documentation or as part of Subscriber’s Content; or
• Other information provided by the Subscriber to Echezona in connection herewith.

4.2.5 Echezona shall not be liable for providing transactional data or other Subscriber Content. The Subscriber and the Customers are entirely responsible for the correctness and proper format of data or Subscriber Content entered into the Platform.

4.2.6 In the event of the occurrence of an event that leads to any damage, loss, liability or expense to Echezona as stated in this Section 4, the Subscriber hereby agrees and authorizes Echezona to immediately debit its account at settlement.

4.2.7 The Subscriber agrees that if a fraudulent activity is associated with the operation of its Account, Echezona shall have the right to apply restrictions to the Account.

4.2.8 There may be contractual or technical limitations or restrictions to the use of Platform imposed by third parties. While Echezona bears responsibility for the proper performance of Platform, it shall not be liable for the inability to complete a transaction on the Platform that arises due to the fault of those third parties.

4.2.9 Echezona does not warrant that all tools, services, data, and reports will be accessible 100% of the time, nor does it warrant that it will be able to continue to provide access to all tools, services, data, and reports. Some of the tools, services, data, and reports are produced by accessing third-party data sources, and no warranty is expressed or implied that access to these services will be available in the future as such services may be withdrawn or modified at any time and without notice by such third parties.

4.2.10 Echezona is not a party to any agreement between the Subscriber and the Customers or its other service providers, agents, and employees and shall not be liable for the due performance of obligations by any of these entities.

4.2.11 Without limiting the foregoing, Echezona specifically disclaims all warranties and representations as to the publisher of any content transmitted on or in connection with the site or sites that may appear as links on the Platform, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.

4.2.12 No oral advice or written information given by Echezona or any of its subsidiaries, affiliates, employees, officers, directors, agents, or the like shall create a warranty.

4.2.13 In no event shall Echezona be liable to the Subscriber for any claims for indirect, consequential, incidental, special, exemplary, or punitive damages of any nature whatsoever including loss of revenue or profits, goodwill, use, data, future business, anticipated profit claims of third parties, cancellation of contracts, intangible losses (even if Echezona has been advised of the possibility of such damages).

4.2.14 The Subscriber acknowledges that it is intended that Echezona has the benefit of the limitation and exclusion of liability under the Terms & Conditions when engaging with the Customers. Accordingly:

• The Subscriber must ensure that all claims in connection with the Terms & Conditions are made by the Subscriber; and
• The Subscriber may assume liability to its Customers in respect of any loss to the Customers, to the extent that Echezona would have liability to the Subscriber if the loss had been suffered by the Subscriber (but the Subscriber assumes any additional liability at its own risk).

4.3 Fraud

4.3.1 Parties shall work together for the prevention of fraud in relation to the use of the Platform.

4.3.2 In addition to other related obligations under this Terms & Conditions and Applicable Laws, the Subscriber shall:

• Put in place appropriate security measures to monitor, control, and prevent fraud on its platform;
• Ensure that it responds to all fraud inquiries no later than 1 business day after such inquiry is transmitted to it by Echezona;
• Promptly notify Echezona 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 Subscriber’s platform and the corrective action the Subscriber has taken;
• Be responsible for and liable to Echezona for all reasonable expenses incurred by Echezona in seeking fraud or unauthorized transaction recovery under Applicable Laws.

4.3.3 Without prejudice to the other rights and obligations herein contained, as well as the provisions of Applicable Laws, if Echezona has a reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, Echezona may suspend the processing of that transaction and any connected transaction, or withhold settlement until the satisfactory completion of any investigation. The Subscriber shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving payment.

5. Term and Termination

5.1 Term

Access shall commence on the Access Date and shall continue until the Subscriber’s Account is deleted in accordance with the Terms & Conditions.

5.2 Termination

5.2.1 The Subscriber may at any time, delete its Account on the Platform.

5.2.2 Echezona may delete the Subscriber’s Account upon giving notice to the Subscriber where:

• The Subscriber makes use of the Platform for any of the prohibited activity under Applicable Laws and the Contract;
• The Subscriber carries an unacceptable amount of risk, including credit or fraud risk;
• The Subscriber is in breach of any provisions of the Applicable Laws or is likely to be in breach;
• It is required to do so by the CBN, or any other regulator;
• There exists in Echezona’s sole opinion, any other legal, reputation, regulatory or risk-based reason for doing so; or
• The Terms & Conditions is otherwise terminated in accordance with any other provisions hereof.

5.2.3 The Terms & Conditions may be terminated by Echezona without notice, where the Conditions Precedent are not fulfilled within 30 days of the Acceptance Date.

5.2.4 This Terms & Conditions may be terminated by a Party where:

• The other Party ceases or threatens to cease to carry on its business;
• Bankruptcy or insolvency proceedings are instituted against the other Party; or
• The other Party is prohibited by any Applicable Law or regulator from fulfilling its obligations under the Terms & Conditions.

5.2.5 Upon termination, the Parties shall be discharged from any liability for further performance of their obligations under the Terms & Conditions, and either Party shall be paid the accrued sum due to the Party for any successful transaction done prior to such termination.

5.2.6 At the time of Termination, Echezona may retain any such amount from the security (if any) and settlement payable to the Subscriber as may be determined by Echezona to cover Chargeback and refund risk, or any potential loss, damages, penalties, or cost that may be incurred by Echezona, for a period of 180 business days. In the event that such retained amount is not sufficient to cover all outstanding amounts of the Subscriber post termination, the Subscriber shall ensure that it pays Echezona all pending amounts within 10 business days of receiving the demand notice and shall at all times keep Echezona indemnified in this respect.

5.2.7 The deletion of an Account shall not discharge the Subscriber from any obligation or liability which had already occurred before the deletion of that Account.

6. Confidential Information and Related Matters

6.1 Confidential Information

6.1.1 The Parties agree that they shall not directly or indirectly disclose or communicate Confidential Information to any third party, except as herein provided.

6.1.2 Each Party shall protect such information from disclosure by reasonable means, including to at least the same minimal level of security that each Party uses for its most crucial proprietary and trade secret information. Parties shall reasonably protect the Confidential Information with no less than the same degree of care exercised by its personnel to protect its own, or publication of its own most valuable confidential and proprietary information.

6.1.3 The Parties shall permit access to Confidential Information disclosed under the Terms & Conditions to its agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Party evaluating, contemplating, recommending, or engaging in any program or service offered by the other Party or to enter into a business relationship with the other Party, and only if said agents, employees, or third parties:

• Reasonably require access to the Confidential Information for purposes approved by the Terms & Conditions, and
• Have been apprised of the Terms & Conditions and the Receiving Party’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by the Terms & Conditions.

6.2 Privacy and Data Protection

6.2.1 Echezona is firmly committed to protecting the privacy of information supplied by the Subscriber and its Customers. As such, Echezona shall ensure the protection of any data or information supplied to it in accordance with Data Protection Legislation and PCI DSS.

6.2.2 Each Party agrees to comply with all applicable privacy and data protection laws, rules and regulations in connection with performing its obligations, responsibilities and duties which are connected to this Terms & Conditions. Each Party shall implement and maintain comprehensive written information security policies, procedures and processes that comply with all applicable privacy and data protection laws and that include technical, physical, operational and organizational measures and safeguards designed to:

• Ensure the security and confidentiality of third party’s personal data; and
• Protect against any actual, anticipated or suspected loss of or threats to personal data or unauthorized or unlawful processing of any personal data.

6.2.3 The Subscriber warrants and represents that the data and information will not:

• Breaches the provisions of any Applicable Laws;
• Infringe the Intellectual Property Rights or other legal rights of any person;
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• Be deliberately or knowingly false, inaccurate, or misleading; and/or
• Give rise to any cause of action against Echezona.

6.2.4 In the event of any loss, damage or security breach to the data or information supplied by the Subscriber, the Subscriber’s sole and exclusive remedy shall be for Echezona to use reasonable commercial endeavors to restore the lost or damaged data and promptly notify the Subscriber of such security incident and take reasonable steps to contain and investigate the security incident. Echezona’s notification of or response to a security incident shall not be construed as an acknowledgement by Echezona of any fault or liability concerning the security incident.

6.2.5 If the Subscriber’s data or information includes personal data, the Subscriber shall notify Echezona of the subject matter of the personal data and the categories of data subjects. Echezona shall process the data or information only for the purposes of its Access to the platform. The Subscriber warrants that in providing personal data to Echezona:

• It has complied with the Data Protection Legislation in processing such personal data;
• It shall only provide such personal data as is necessary for its normal business purposes; and
• Echezona may lawfully process such personal data in accordance with the requirements of the Data Protection Legislation.

6.2.6 If and to the extent Echezona is deemed to be a processor of the personal data as defined in the Data Protection Legislation, it shall:

• Not transfer the personal data to any third party without the Subscriber’s prior specific or general written authorization;
• Ensure that its Personnel authorized to process the personal data have agreed to keep the personal data confidential;
• Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
• Taking into account the nature of the processing, assist the Subscriber by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Subscriber’s obligation to respond to requests for exercising the data subject’s rights under the Data Protection Legislation;
• At the Subscriber’s choice, delete or return all personal data to the Subscriber on termination of the subscription to the Platform and delete all copies subject to any other legal requirements;
• Make available to the Subscriber all information necessary to demonstrate compliance and assist the Subscriber in meeting its legal obligations in relation to the security of processing, the notification of Personal Data breaches and data protection impact assessments;
• Submit to audits and inspections by the Subscriber or its auditor to ensure that Echezona is complying with our obligations under this Section subject to reasonable notice and in any event only during our normal working hours;
• Notify the Subscriber if Echezona is requested to take any action in breach of any Data Protection Legislation.

6.3 Non-Solicitation

6.3.1 Until the termination or expiration of the Terms & Conditions, the Subscriber shall not directly or indirectly (a) encourage Echezona’s employees or service providers to stop working for Echezona; or (b) encourage Echezona’s customers (including customers’ merchants and agents) to stop doing business with Echezona.

6.3.2 Each Party shall not during the term of the Terms & Conditions and for 12 months after the expiration of the Terms & Conditions, without the written consent of the other Party, directly or indirectly solicit or offer employment for engagement to any personnel of the other Party directly involved with the performance of that Party’s obligations hereunder.

6.4 Intellectual Property

6.4.1 The Access hereby granted does not transfer to the Subscriber or any of its Customers, title to or licence to Echezona’s rights to the Platform or any of its Intellectual Property Rights. The Access is limited to the Platform with its current components and in its current version, it shall not be deemed to extend or to include any programme or material that belongs to Echezona other than the Platform. Echezona’s intellectual property shall not be used in connection with products or services of third parties in any way which may be confusing for clients or potential clients.

6.4.2 The Subscriber shall not, and shall not permit or assist any third party to:

• Attempt to view, access or copy any content or data other than that to which the Subscriber is authorized to access;
• Translate, adapt, disassemble, reverse engineer, decompile or copy the whole or any part of the Platform, nor arrange or create derivative works based on the Platform except to the extent permitted by law not capable of exclusion by agreement;
• Make for any purpose including error correction, any modifications, adaptations, additions or enhancements to the Platform;
• Combine, match or merge the whole or any part of the Platform with or incorporate the Platform into any third-party code;
• Distribute, sell, sub-license, lease, resell or purport to assign Access to the Platform;
• Attempt to undermine the security of the Platform;
• Access the Platform to build a competitive product or service or to build a product using similar ideas, features, functions or graphics;
• Make available online all or part of the Platform through the internet, or any intranet;
• Remove or alter any copyright or other proprietary notice on any part of the Platform; and/or
• Take any action in an attempt to obtain any other Echezona’s subscriber’s data, cause malfunction, crash, tamper with or otherwise impair the Platform.

6.4.3 The Subscriber understands and agrees that Echezona shall be entitled to record its Access and use of the Platform to diagnose and fix problems, training, and support. Echezona may transfer such records to third parties for analysis and processing. No Personal Data shall be included in the records that Echezona transfers to third parties, and Echezona shall use reasonable endeavours to ensure that such third parties keep all such records confidential.

6.4.4 The Subscriber shall promptly notify Echezona of any claim, notification, or allegation that it receives that its use of the Platform infringes the Intellectual Property Rights of any third party (a Claim). The Subscriber shall:

• Not make any admission of liability, agreement, settlement or compromise in relation to a Claim without Echezona’s prior written consent;
• Give to Echezona and its professional advisers all reasonable assistance as may be required in relation to a Claim;
• At Echezona’s request, give Echezona the exclusive control and right to defend a Claim and make settlements in relation to a Claim;
• Mitigate its losses in relation to a Claim, including where requested to do so by stopping the use of the Platform.

7. Miscellaneous Provisions

7.1 Force Majeure

7.1.1 Neither Party shall be liable for any failure or delay in performing any of its obligations under the Terms & Conditions, if and to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, pandemics, epidemics, war, terrorism, civil disturbance, compliance with any law or governmental order, rule, regulation, or direction, strikes or other labor disturbances, power outages, communications outages, accidents, and other similar events or circumstances (each a “Force Majeure Event”).

7.1.2 The affected Party shall notify the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable and shall use its reasonable efforts to mitigate the effects of such Force Majeure Event. The affected Party shall resume performance as soon as reasonably practicable after the Force Majeure Event has been resolved or ceased to exist.

7.1.3 If the Force Majeure Event continues for a period exceeding 30 days, either Party may terminate the Terms & Conditions upon written notice to the other Party, without liability for such termination.

7.2 Notices

7.2.1 Any notice or other communication required or permitted to be given under the Terms & Conditions shall be in writing and shall be deemed to have been duly given when:

• Delivered by hand (upon delivery);
• Sent by pre-paid registered mail (three business days after posting); or
• Sent by email (upon confirmation of receipt).

7.2.2 Notices to Echezona shall be addressed to its registered office or email address as specified in the Terms & Conditions or any subsequent written notification by Echezona. Notices to the Subscriber shall be sent to the address or email provided during registration or any other address provided in writing by the Subscriber.

7.3 Assignment

7.3.1 The Subscriber shall not assign or transfer any of its rights or obligations under the Terms & Conditions without the prior written consent of Echezona. Any unauthorized assignment or transfer shall be null and void.

7.3.2 Echezona may assign or transfer its rights or obligations under the Terms & Conditions without the Subscriber’s consent, provided that such assignment or transfer does not materially affect the Subscriber’s rights under the Terms & Conditions.

7.4 Severability

7.4.1 If any provision of the Terms & Conditions is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been part of the Terms & Conditions.

7.4.2 The Parties agree to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the intended economic and legal effect of the original provision.

7.5 Waiver

7.5.1 No failure or delay by either Party in exercising any right, power, or privilege under the Terms & Conditions shall operate as a waiver of such right, power, or privilege. Any waiver of any provision of the Terms & Conditions shall only be effective if in writing and signed by the Party granting the waiver.

7.6 Governing Law and Dispute Resolution

7.6.1 The Terms & Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

7.6.2 Any dispute arising out of or in connection with the Terms & Conditions shall first be resolved amicably through mutual discussions between the Parties. If the Parties are unable to resolve the dispute within 30 days, the dispute shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004. The arbitration shall be conducted by a sole arbitrator appointed jointly by the Parties, failing which the arbitrator shall be appointed by the Lagos Court of Arbitration. The arbitration proceedings shall be conducted in English, and the venue of the arbitration shall be Lagos, Nigeria.

7.6.3 The award of the arbitrator shall be final and binding on the Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

7.7 Entire Agreement

7.7.1 The Terms & Conditions, together with any annexures, schedules, and other documents referenced herein, constitute the entire agreement between the Parties with respect to the subject matter and supersede all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

7.7.2 Each Party acknowledges that it has not relied on any representation or warranty not set out in the Terms & Conditions.

7.8 Survival

7.8.1 Any provisions of the Terms & Conditions that by their nature are intended to survive termination or expiration of the Terms & Conditions, including but not limited to confidentiality obligations, indemnities, and limitations of liability, shall survive such termination or expiration.