1. DEFINITIONS AND INTERPRETATION

Klump ,We, Us, or Our means Klump Technology Company Limited.

Parties means Klump and the relevant Merchant that has agreed to these Terms and Conditions.

Services means the online checkout credit payment and other related services offered by Klump.

You or Your means the Merchant, its agent, or other legal entity for which you are accepting this Agreement and affiliates of that company or entity.

2. RIGHT TO ACCESS AND USE

We hereby grant you a revocable, non-exclusive, non-transferable licence to use Klump’s APIs, developer’s toolkit, and other software applications (the “Software”) for the term of this Agreement. This licence grant includes all updates, upgrades, new versions and replacement software for your use in connection with Klump’s Services. If you do not comply with the documentation and any other requirements provided by Klump, then you will be liable for all resulting damages suffered by you, Klump and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

3. DISPUTE

If you believe that an unauthorised or otherwise problematic transaction has taken place, you agree to notify us immediately, to enable us take action to help prevent financial loss. All claims against us related to payments should be made within seven(7) days after the date of such payment. It will be taken that you waive all claims against us, to the fullest extent of the law after the said period of time.

If you enter into a transaction with a third party and have a dispute over the goods or services transacted on, we have no liability for such goods or services. Our only involvement with regard to such a transaction is as a checkout credit payment provider.

We may intervene in disputes between users and Merchants concerning payments but have no obligation to do so. Your transaction ID and/or transaction details will be required to resolve all disputes.

4. RIGHT TO USE MERCHANT’S DATA

You hereby grant Klump permission to use your name and logo in our marketing materials including, but not limited to use on our website, in Merchants' listings, in interviews and in press releases. Such Publicity does not imply an endorsement for your products and services.

5. KNOW YOUR CUSTOMER

You agree that you are solely responsible for verifying the identity of your customers, 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 make available to us the said information.

Notwithstanding the foregoing, Klump reserves the right to conduct an independent KYC irrespective of the relationship between you and your customers.

6. PERSONAL DATA AND SECURITY

You shall comply with all applicable data and security policies, procedures, regulations and requirements, including all policies and procedures pertaining to any information technology resources, equipment, domains, networks, devices or systems to which Klump grants you access.

You shall only use personal data for the purpose of carrying out your service and not attempt to circumvent any security controls or access restrictions in connection therewith.

Should you receive, process or transfer Personal Data, you agree to comply with and not cause Klump to be in breach of any applicable laws relating to protection of Personal Data, have in place adequate security measures to ensure that its processing complies with applicable laws relating to protection of Personal Data, and comply with Customers' reasonable requests relating to Personal Data.

We acknowledge that you own all your customers’ data.

You hereby grant Klump a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free licence to use, reproduce, electronically distribute, and display your customers’ data for the following purposes:

1. providing and improving our Services;
2. internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data;
3. complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and
4. any other purpose for which consent has been provided by your customer.

7. CUSTOMERS CREDIT PAYMENTS

We will approve and process checkout credit payments following receipt of credit requests from eligible customers. We do not guarantee or assume any liability for transactions authorised and completed that are later charged back.

8. OUR FEES SCHEDULE

You agree to pay us for Services rendered as a checkout credit payment provider enabling payment for your goods and services. We reserve the right to review our Fees. In the event that we review our fees we will notify you within seven (7) days of such change.

9. PAYOUTS

Subject to the terms of this agreement, Klump will send to the Merchant’s designated bank account all amounts settled and due to it from its transactions, less transaction charges, in one (1) business day (T+1).

Klump reserves the right to change the Merchant’s payout schedule, suspend payouts to its bank account, or initiate a chargeback should Klump deem it necessary due to pending disputes, refunds, other suspicious activities, or if required by law or court order.

10. CHARGEBACK

A Chargeback in this context is a reversal of payment made to the Merchant and may arise from one or more of the following reasons. (i) on the request of the Consumers and used as a form of consumer protection to secure the Consumers' interest in the following transactions. (ii) disputes; (iii) unauthorised or improperly authorised transactions; transactions that do not comply with the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any chargeback for any reason by the issuing banks. When a chargeback occurs, Klump will notify the Merchant and give the Merchant twenty-four (24) hours to respond with evidence showing that value was given to the Consumer. (v) Following the 24-hour response time, Klump reserves the right to honour the chargeback as requested by the customer.

11. RETURN OF GOODS

The Merchant agrees that it is solely responsible for accepting and processing returns of its products/services. Klump is under no obligation to process returns of the Merchant’s products and/or services or to respond to Consumers' inquiries about returns of the Merchant’s products/services.

12. REFUNDS

Where Consumers' return Merchant’s products and Klump refunds the 25% deposit paid, the said sum becomes due to Klump by Merchant, and it shall be deducted from the Merchant’s pending or future payout. The Merchant agrees to pay all outstanding refunds through Klump’s designated bank account.

13. INTELLECTUAL PROPERTY

We do not grant any right or licence to any of our intellectual property rights by implication, estoppel or otherwise other than those expressly mentioned in this Agreement.

Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licences specifically granted herein.

14. REPRESENTATIONS & WARRANTIES

You represent and warrant to Klump that you have full power and authority to enter into, execute, deliver and perform this Agreement and you are duly organised, authorised and in good standing under the laws of the Federal Republic of Nigeria or any state, region or country of your organisation and are duly authorised to do business in all other states, regions or countries in which your business operates.

15. MODIFICATIONS

Klump reserves the right to modify, amend, delete or replace all or any of these conditions at any time without prior notice. Klump shall notify you of any changes made to these conditions as soon as is practicable but failure to make such notification shall not invalidate the changes.

16. TERMINATION

In addition to any other termination provision contained in this Agreement, Klump may suspend or terminate your account if we suspect that you have engaged in suspicious or fraudulent activity in connection with use of the Services.

Without limiting other remedies, we may issue a warning, suspend or terminate your access and refuse to provide our Services to You if:

1. You breach this Agreement; or
2. We are required to do so by Law; or
3. We believe that your actions may cause financial loss or legal liability for you, our users or to us.

17. LIMITATION OF LIABILITY

17.1 You hereby indemnify Klump (including its directors, employees, partners, Third Party Partners, Agents, and affiliates) and hold it harmless against any action, demand, claim, loss, charge, damage, expense, or fees (actual or consequential) including attorney and accounting fees, which Klump may suffer or incur as a result of:

your access and use of the Services, website and apps.

a breach of these Terms and Conditions.

your provision of incorrect, incomplete, wrong or false information.

acting on your Requests.

third party claims relating to your use of the Services including but not limited to matters relating to infringement of copyright, trademark , trade name or other intellectual property,

17.2 On no account will Klump or any of the indemnified persons above be liable for any demand, claim, loss or damage which you may sustain:

17.2.1 On no account will Klump or any of the indemnified persons above be liable for any demand, claim, loss or damage which you may sustain:

17.2.2 from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Klump’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by Klump;

17.2.3 any unauthorised access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment;

17.2.4 or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction;

17.2.5 any claims where the circumstance is within your control.

18. ANTI MONEY LAUNDERING AND COUNTERING FINANCING OF TERRORISM

18.1 To comply with relevant AML obligations, we may request information on the transactions carried out on your Account such as the purpose of the payment being made. You confirm that you will provide all requested information required in respect of the transaction in this regard.

18.2 You also agree that we may cancel any transaction, suspend your Account or refuse to open an Account in your name if you refuse to provide the requested information or if any information provided is untrue or inaccurate.

18.3 Please note that for certain transactions, we or our Third Party Partners may be required to file AML or related reports (without notice to you) with the relevant regulators. These reports may include details of your Personal Information, transactions, operation or proposed operation of any of our Services.

19. COMMUNICATION BETWEEN US.

19.1 If you wish to contact us, or if any clause in these Terms and Conditions requires you to give notice to Klump, you may send such communication to us by e-mail to [email protected] or to such email address that may be communicated to you from time to time. We will confirm receipt of this by contacting you in writing by email.

19.2 If we have to contact you or give you notice in writing, we may do so by posting such notice on our website, apps, by e-mail or SMS to the mobile phone number or e-mail address you provided to us.

20. GENERAL

20.1 A partial exercise of any right, power or remedy shall not preclude any further or other exercise of that, or any other, right, power or remedy.

20.2 No failure by Klump to exercise, and no delay in exercising (including the right to enforce repayment of any outstanding amount on the due date), any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

20.3 If any provision or part of a provision of this Agreement is found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

20.4 Klump reserves the right to transfer or assign its rights and obligations under this Agreement (including its obligation to provide credit/loan or the amount owed under this Agreement) to another person. We may notify You if such transfer results in a change that may affect your Services. This Agreement and any rights or liabilities accruing thereunder may not be assigned by you to any other person.

21. ENTIRE AGREEMENT

21.1 These Terms and Conditions and our Privacy Policy constitute the entire agreement between You and us and therefore supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

21.2 You acknowledge that in entering into this Agreement you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or our Privacy Policy.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria and the Nigerian courts shall have exclusive jurisdiction to determine any dispute arising from the operation of this Agreement.

22.2 The Parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement.