1. DEFINITIONS AND INTERPRETATION

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

Bank means any financial institution duly licensed in Nigeria, offering a wide range of personal, business and commercial banking products through various branches spread across Nigeria and online banking platforms.

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 and third Parties inclusive of the Bank.

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 to 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 assumed 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, merchant listings, interviews, and 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 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. If a dispute arises that requires resolution, you may be required to provide us with the relevant 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 process checkout credit payments following receipt of credit requests from eligible customers. Klump and the Bank 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. Neither Klump nor the Bank is under 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

a. 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.

b. Merchant represents that products and services offered are in good and merchantable condition.

c. That you shall ensure requested Service is delivered at the delivery address provided by Customers on your platform within seventy- two (72) hours of approval, if Customer opted for delivery, thereby, providing Customers with positive borrowing experience.

d. That you shall discharge your obligations in a professional manner adopting best practice and standards in accordance with industry guidelines and extant laws.

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

In no event will Klump and the Bank be liable for (a) any indirect, special, consequential, punitive, or exemplary damages or (b) any damages whatsoever arising out of or in connection with the Website, apps, APIs or services (including, without limitation, use, inability to use, or the results of use of Klump’s services), whether such damages are based on warranty, contract, tort, statute, or any other legal theory.

18. INDEMNITY

You agree to defend, indemnify, and hold Klump, the Bank its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

19. SEVERABILITY

If any provision of this Agreement is or becomes in whole or in part, invalid or unenforceable such provision shall be expunge from this agreement and shall not affect the legality, enforceability or validity of the remainder of this Agreement and the expunged provision shall be replaced, to the extent possible with a legal, enforceable, and valid provision that is as similar in tenor to the expunged provision.

20. NON-WAIVER OF RIGHTS

No failure or delay of any Party to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right or any abandonment or discontinuance of steps to enforce such a right preclude any other or further exercise thereof, or of any other right, nor shall it in any way affect Klump’s right to enforce such provisions thereafter.

21. GOVERNING LAW AND DISPUTES

This agreement is governed by and shall be construed in accordance with the laws of the Federal Republic of Nigeria.

1. Any dispute between the Parties in respect of any matter arising out of this Agreement or its interpretation on their respective rights, duties, obligations and liabilities shall be resolved between the Parties amicably within seven (7) days, failing which the dispute shall be referred to Mediation at the Lagos State Multi-Door Courthouse (LMDC) for resolution under the provisions of Lagos State Multi-Door Courthouse (LMDC) Law 2007 or any other law in force at the time.
2. Notwithstanding the above clause, where the Parties are unable to resolve the dispute at mediation within a period of thirty (30) days from the date that the dispute is referred to mediation, either Party may refer the dispute to a court of competent jurisdiction for resolution.