Introduction

The following Terms and Conditions (’Terms”) is a legal agreement between you and Partna Technologies LTD (Partna, “we”, “our” or “us”) and shall govern your access to and use of Partna’s services which include the website, mobile application and any other product or services produced by Partna (collectively referred to as the “Services”).

These terms apply in full force and effect when you create a Partna Account, access our Services, integrate our API, or otherwise interact with us. By using any of the Services, you expressly accept all terms and conditions contained herein in full and without limitation or qualification, including our Privacy Policy. You must not use any of the Services if you have any objection to any of these Terms.

Please ensure you read and understand all the terms of each of our policies as well as all the other agreements that are applicable to you before agreeing to be bound by them.

The governing language of these terms and all communication between Partna and you will be English language.

Purpose & Scope of Agreement

This Terms of Service is an Agreement between you and Partna. It sets forth the terms and conditions that shall govern the use of Partna’s services. It details our obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as the provision of this Agreement will bind you through your use of this website or any of our services.

Age Restriction

Partna’s website and services are directed to people from the ages of 18 and above. You are only permitted to use the Services if you are aged 18 or older. We do not knowingly engage people younger than the age of 18.

Know Your Customer (KYC)

We are required by law to carry out all necessary security and customer due diligence checks on you in order to prevent fraud, money laundering, and other illicit activities. By using our services, you agree to comply with our KYC requirements. This includes providing accurate and up-to-date information as requested during the KYC process.

To fulfill our KYC obligations, we may collect personal and financial information, such as your name, email, phone number, business name, registered address, government-issued identification, and other relevant data. This information will be securely stored and processed in accordance with our Privacy Policy. In the event that you change any information provided to us, you agree to notify us within 14 days of such change.

You agree that we may verify the information you provide through various means, including but not limited to third-party databases, checking commercial databases or credit reports, and other relevant sources.

You agree that you are solely responsible for verifying your customers' identities, ensuring that they are authorised to carry out the transactions on your platform, and determining their eligibility to purchase your products and services.

You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide Partna with these.

Account Security

You are solely responsible for maintaining adequate security and control of any email IDs, passwords, or other details you use to access your Partna Account and Services. You agree not to allow anyone else to have or use your password details and comply with all reasonable instructions regarding account access and security. In the event you share your password details, Partna will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Partna’s services (including, without limitation, enabling 2FA, using PIN and/or password-protected personally configured device functionality to access Partna’s services and not sharing your device with other people). Immediately change your password and contact customer support if:

• anyone asks for your password, OTP or any other security-related aspect of your Partna Account.

• your email address becomes compromised.

• you suspect your Partna Account or login details including your password or any other security features are stolen, lost, used without authorization or otherwise compromised.

• your transaction history for your Partna Account shows transactions that you did not initiate.

We may suspend your Partna Account or otherwise restrict its functionality if we have concerns about the security of the Account or any of its security features; or potential unauthorized or fraudulent use of your Partna Account or any of its security features.

License to use our website

We hereby grant you a revocable, non-exclusive, non-transferable license to use Partna’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for you to use in connection with our services. All right, title and interest in and to the services are and will remain the exclusive property of Partna. If you do not comply with all the provisions, then you will be liable for all resulting damages suffered by you, Partna and all third parties. Unless otherwise provided by applicable law, you agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from the software.

Any feedback, comments, or suggestions you may provide to us and our services is entirely voluntary and we will be free to use such feedback, comments or suggestion as we see fit without any obligation to you.

Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

Warranties and Representations

You represent and warrant to Partna that:

• You have the full power, authority, regulatory approval and corporate authorisation to enter into, execute, deliver and perform this Agreement.

• You are duly organised, authorised and in good standing under the laws of any state, region or country of your organisation. You are duly authorised to do business in all other states, regions or countries in which your business operates.

Charges and Fees

You agree to pay us for the services we render. Our Fees will be calculated as demonstrated on the Pricing page on the website. Subject to the terms of this Agreement, Partna will send to your designated Partna account/wallet all amounts settled and due to you from your transactions, minus our stated fees, any Reversals, Invalidated Payments, Chargebacks, Reversals, Refunds or other amounts that you owe to Partna under this Agreement (“Payout”).

Should either Party in good faith have cause to dispute any amount appearing on an invoice submitted by the other Party pursuant to this Agreement (“Affected Invoice”), the affected Party shall, within Forty-Eight (48) hours of receipt of the Affected Invoice, notify the other Party in writing, of such dispute, specifying the Affected Invoice, the specific amount in dispute and alleged reasons or grounds for dispute, failing which it will be deemed that the invoice is true and correct. We reserve the right to revise our fees. In the event that we revise our fees, we will notify you within twenty-four (24) hours of such change.

Disclaimers

PARTNA WILL ALWAYS ENSURE THAT THE WEBSITE IS AVAILABLE AT ALL TIMES AND BUG FREE. HOWEVER, IT IS USED AT YOUR OWN RISK.

OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARTNA MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL REMAIN FREE FROM ANY INTERRUPTION, BUGS, INNACCURACIES, AND ERROR FREE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM OUR WEBSITE OR OUR SERVICES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY OF OUR ENTITIES (COLLECTIVELY, "PARTNA PARTIES") WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED.

WE HAVE THE RIGHT TO SUSPEND, WITHDRAW, DISCONTINUE OR CHANGE ALL OR ANY PART OF OUR SERVICE WITHOUT NOTICE. WE WILL NOT BE LIABLE TO YOU IF FOR ANY REASON OUR SERVICES ARE UNAVAILABLE (IN WHOLE OR IN PART) AT ANY TIME OR FOR ANY PERIOD.

Please ensure you use your virus protection software or application as we will not be liable for any losses, attacks, or damage whatsoever occasioned by virus or malware.

You must not attempt to gain unauthorized access to our Services, computers or databases. You must not misuse our Services by introducing trojans, viruses or other materials which are malicious or technologically harmful.

Limitation of Liability

YOUR USE OF PARTNA’S SITE AND SERVICES IS AT YOUR OWN RISK. YOU AGREE TO THE LIMITATION LIABILITY CLAUSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: PARTNA WILL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL , BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER PARTNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT) ARISING OUT OF PARTNA’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE, OR ARISING FROM THE RESULT OF USE OF PARTNA’S WEBSITE OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON THE SCOPE AND DURATION OF SUCH WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRITIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You hereby indemnify Partna and undertake to keep Partna, its staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of any breach by you of any provision of these Terms, or arising out of any claim that you have breached any provision of these Terms, or arising from a suspension or other action taken with respect to your Partna Account, or arising from your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement or any other Partna policy. You will indemnify and hold Partna harmless from and against any claim, suit or proceeding brought against Partna arising from or in connection with violations of Intellectual Property or other rights of third parties in relation to your use of the Services.

If you have a dispute with any other Partna Account holder or a third party that you send money to or receive money from using the Services, you release Partna from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Intellectual Property

Unless otherwise stated, Partna and/or its licensors own the intellectual property rights and materials on the website subject to the license below. All text, formatting (including without limitation the arrangement of materials on the Partna website and the graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos and other materials and information on the website are subject to the intellectual property rights of Partna and its affiliates and their licensors and licensees (collectively the “Content”). We do not grant you any right, license, title or interest to any of our intellectual Property rights which you may or may not have access to. These Content may not be copied, reverse engineered, decompiled, disassembles, modified or reposted to other websites. Nothing on the Partna site should be construed as granting by implication or otherwise, any license or right to use any Trademark displayed on the Partna website without the written permission of Partna or such third party that may own the Trademark. You agree to take such actions including any legal or official document or other documents that may be needed to further affirm our intellectual property rights.

Non-Disclosure

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know-how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations, or (iv) is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Breaches of these terms

Without prejudice to Partna’s other rights under these Terms, if you breach these Terms in any way, Partna may take such action as Partna deems appropriate to deal with the breach, including suspending your access to the website, mobile app and API, prohibiting you from accessing the services, blocking computers using your IP address from accessing the services, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Dispute Resolution

If a dispute of any kind whatsoever arises between the Parties in connection with or arising out of the execution of this Agreement, including but not limited to any dispute as to opinion, instruction, determination, assessment, estimate, valuation, certification or invoice submitted by a Party, or in connection with this Agreement construction, validity, interpretation, enforceability of this Agreement shall be finally settled pursuant to the dispute resolution process described in this clause.

The Parties shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion and negotiation pursuant to this clause.

If the Parties are unable to settle the dispute as indicated above within 15 (fifteen) Business Days, the dispute shall be referred to Mediation by the legal representative of either of the Parties. The parties will choose a mutually acceptable mediator.

The findings of the Mediator and subsequent Agreement shall be binding on both parties. Each Party shall bear its respective costs in connection with the Mediation.

Assignment

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

Without our prior written consent, you may not assign, transfer, sub-contract, or otherwise deal with any of your rights and/or obligations under these terms and conditions.

Data Protection

Partna recognizes the importance of protecting the privacy of those who visit and choose to use our Services. With respect to all the Personal Information belonging to, and/or processed in connection with Partna or this website, such Personal Information at all times comply with all Data Protection Laws in the territory, in all respect and in particular the General Data Protection Regulation and all applicable data protection regulation in force. Partna maintains a Privacy Policy which provides an overview of the Personal Information we collect about you or that you provide to us and how we store and use the information provided by you in line with applicable Data protection legislations. By using Partna’s Services, you consent to such processing and you commit to providing accurate information.

Governing Law

These Terms shall be interpreted and governed in accordance with the Laws of the Federal Republic of Nigeria and you submit to the non-exclusive jurisdiction of the Courts located in Nigeria for the resolution of any dispute.

Changes to Partna’s Terms of Use

Partna reserves the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms which will always be on this page will continue to govern our relationship with you. We will also try to notify you of any material changes which could be done via email associated with your account or service notification. By continuing to use our services after the changes become effective, you agree to be bound by the revised Terms.

General

These Terms supersedes and extinguishes all previous agreements between you and Partna whether written or oral, relating to its subject matter. In the event that any of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full effect. Partna’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Contact us

If you have any complaints or enquiries about us and our Services, you may contact us at hello@getpartna.com