PRIVACY POLICY
OurPass Microfinance Bank Limited (OurPass) respects your privacy and is committed to protecting your personal data. This privacy policy will inform you as to how we look after
your personal data when you visit our website (regardless of where you visit it from) and tell you about your privacy rights and how the law protects you.
This privacy policy is provided in a layered format so you can click through to the specific areas set out below. Alternatively, you can download a copy of the policy here: [LINK].]
1. IMPORTANT INFORMATION AND WHO WE ARE (paragraph 1)
2. TYPES OF PERSONAL DATA WE COLLECT ABOUT YOU (paragraph 2)
3. HOW IS YOUR PERSONAL DATA COLLECTED? (paragraph 3)
4. HOW WE USE YOUR PERSONAL DATA (paragraph 4)
5. DISCLOSURES OF YOUR PERSONAL DATA (paragraph 5)
6. INTERNATIONAL TRANSFERS (paragraph 6)
7. DATA SECURITY (paragraph 7)
8. DATA RETENTION (paragraph 8)
9. YOUR LEGAL RIGHTS (paragraph 9)
10. CONTACT DETAILS (paragraph 10)
11. COMPLAINTS (paragraph 11)
12. CHANGES TO THE PRIVACY POLICY AND YOUR DUTY TO INFORM US OF CHANGES (paragraph 12)
13. THIRD PARTY LINKS (paragraph 13)
1. Important Information and Who We Are
1.1 Privacy policy
This privacy policy gives you information about how OurPass Microfinance Bank Limited (OurPass) collects and uses your personal data belonging to you or your personnel in the context of providing legal services to you or your business, through your use of the firm's website and through any of the other ways we interact, as set out in more detail in paragraph 3 below.
The firm's website is not intended for children and we do not knowingly collect data relating to children.
1.2 Controller
Stren & Blan Partners is the controller and processor responsible for your personal data (collectively referred to as OurPass, we, us or our in this privacy policy).
If you have any questions about this privacy policy, including any requests to exercise your legal rights (Paragraph 9), contact us using the information set out in the contact details section (Paragraph 10).
2. Types of Personal Data That We Collect About You
2.1 Personal data
Personal data means any information about an individual from which that person can be identified.
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
- Identity Data includes first name, last name, any previous names, username or similar identifier, marital status, title, date of birth and gender.
- Contact Data includes billing address, delivery address, email address and phone numbers.
- Financial Data includes bank account and payment card details.
- Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us, information about parties to a transaction and signatures.
- Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, device ID and other technology on the devices you use to access this website.
- Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you interact with and use our website, products and services.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We also collect, use and share aggregated data such as statistical or demographic data which is not personal data as it does not directly (or indirectly) reveal your identity. For example, we may aggregate individuals' Usage Data to calculate the percentage of users accessing a specific website feature in order to analyse general trends in how users are interacting with our website to help improve the website and our service offering.
In certain circumstances, our collection of the different categories of data set out above may include the collection of Special Categories of Personal Data about you. This includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data. We also may collect Criminal Convictions and Offences Data.
2.2 If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of our engagement with you (as set out in our letter of engagement and/or service level agreement), and you fail to provide that data when requested, we may not be able to perform the services set out in the letter of engagement.
3. How Is Your Personal Data Collected?
We use different methods to collect data from and about you including:
A. In the process of carrying out work for you.
B. When we communicate with you by email or other electronic correspondence, by telephone or using video conferencing software. You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
- make a request for our services;
- subscribe to our publications;
- request marketing to be sent to you;
- complete a survey; or
- provide us with feedback.
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
- Networking, for example, at in-person or virtual events.
- When you attend any of the Firm’s organised events.
- Through your use of our guest Wi-Fi service.
- By virtue of our access to CCTV footage.
- Otherwise through providing our legal services and operating our business.
We also collect data from and about you via our website:
- Through your actions: for example, when submitting a subscription form, when submitting a job application, etc.
- Through automated technologies or interactions. As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive technical data about you if you visit other websites that employ our cookies. See our cookie policy [LINK] for further details.
10. Through third parties or publicly available sources. We will receive personal data about you from various third parties and public sources.
11. Identity and Contact Data from publicly available sources such as the Corporate Affairs Commission.
4. How We Use Your Personal Data
4.1 Legal basis
The law requires us to have a legal basis for collecting and using our personal data. We rely on one or more of the following legal bases:
- Performance of a contract with you: Where we need to perform the contract we are about to enter into or have entered into with you.
- Legitimate interests: Where it is necessary for our legitimate interests as a legal services provider or those of a third party and your interests and fundamental rights do not override those interests. These legitimate interests include our interests in managing our relationship with our clients, prospective clients and their staff, hosting clients and others at our offices, hosting virtual and in-person events and ensuring appropriate standards and compliance with policies, practices or procedures
- Legal obligation: Where we need to comply with a legal obligation to which we are subject.
- Consent: We rely on consent only where we have obtained your active agreement to use your personal data for a specified purpose, for example, if you subscribe to an email newsletter.
- Where processing of "special category data" is necessary in the context of legal claims or where another legal ground other than explicit consent is available to us under the Nigeria Data Protection Act and every extant law on data privacy in Nigeria (Applicable Laws).
- Where our legal services require us to process "special category data" and where we have obtained your explicit consent to do so. If we seek and obtain your consent, you may withdraw it at any time.
4.2 Purposes for which we will use your personal data
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
TABLE HERE
4.3 Direct marketing
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms.
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have requested information from us or engaged in our services and you have not opted out of receiving that marketing.
4.4 Third-party marketing
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
4.5 Opting out of marketing
You can ask us or third parties to stop sending you marketing messages at any time by logging into the website and checking or unchecking relevant boxes to adjust your marketing preferences OR by following the opt-out links on any marketing message sent to you OR by contacting us at any time via the contact details provided herein.
4.6 Cookies
You can set your browser to refuse all or some browser cookies or to alert you when websites set or access cookies. If you disable or refuse cookies, some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, see [ Link to Policy ]
5. Disclosures of Your Personal Data
We may share your personal data with the parties set out below for the purposes set out in the table [Purposes for which we will use your personal data] above.
- ANY SPECIFIC THIRD PARTIES
- Third parties to whom we may choose to sell, transfer or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.
We require all third parties to respect the security of your personal data and to treat it in accordance with the Applicable Laws. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
6. International Transfers
We do not transfer your personal data outside Nigeria.
7. Data Security
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
8. Data Retention
8.1 How long will you use my personal data?
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
Details of retention periods for different aspects of your personal data are set out in the table ‘Purposes for which we will use your personal data’ above.
In some circumstances you can ask us to delete your data: see paragraph 9 below for further information.
In some circumstances, we will anonymise your personal data, so that it can no longer be associated with you, for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
9. Your Legal Rights
9.1 Your rights
You have rights under data protection laws in relation to your personal data to:
- Request access to your personal data: This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
- Request correction of the personal data that we hold about you: This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
- Request erasure of your personal data in certain circumstances: This enables you to ask us to delete or remove personal data where there is no good reason for us to continue to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
- Object to processing of your personal data where we are relying on legitimate interest as the legal basis for that particular use of your data (including carrying out profiling based on our legitimate interests). In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your right to object.
- You also have the absolute right to object at any time to the processing of your personal data for direct marketing purposes (see Opting out of marketing in paragraph 4.5 for details of how to object to receiving direct marketing communications).
- Request the transfer of your personal data to you or to a third party: We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
- Withdraw consent at any time where we are relying on consent to process your personal data: However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you.
- Request restriction of processing of your personal data: This enables you to ask us to suspend the processing of your personal data in one of the following scenarios:
A. If you want us to establish the data's accuracy;
B. Where our use of the data is unlawful, but you do not want us to erase it;
C. Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
D. You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
If you wish to exercise any of the rights set out above, please contact us. See Contact details in paragraph 10.
9.2 No fee usually required
You will not have to pay a fee to access your personal data or to exercise any of the other rights. However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
9.3 What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data or to exercise any of your other rights. This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
9.4 Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made several requests. In this case, we will notify you and keep you updated.
10. Contact Details
If you have any questions about this privacy policy or about the use of your personal data or you want to exercise your privacy rights, please contact us via compliance@ourpass.co
11. Complaints
You have the right to make a complaint at any time to the Nigeria Data Protection Commission (NDPC), the Nigeria regulator for data protection issues
(www.ndpc.gov.ng). We would, however, appreciate the chance to deal with your concerns before you approach the NDPC, so please contact us in the first instance.
12. Changes To The Privacy Policy And Your Duty To Inform Us Of Changes
We keep our privacy policy under regular review. This version was last updated on August 2024.
It is important that the personal data we hold about you is accurate and current.
Please keep us informed if your personal data changes during your relationship with us, for example, a new address or email address.
13. Third-Party Links
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.
TERMS & CONDITIONS FOR OURPASS MICROFINANCE BANK LIMITED MOBILE BANKING APPLICATION.
1. INTRODUCTION
OurPass Microfinance Bank Limited (“OurPass’’)’s mobile, banking application (‘’App’’) is operated by OurPass ("we, “our” or ‘’us’’). We are registered in Nigeria with registration number 7373205.
These Terms and Conditions govern your use of the App and any related services we provide (“Services”). By downloading, accessing, or using our App, you confirm that you accept these terms and conditions ("Terms") and agree to comply with them. If you do not agree with any part of these Terms, you must not use our App.
By clicking "Join Now," "Sign Up," or any similar button, or by registering, accessing, or using our Services, you acknowledge that you have read, understood, and agreed to enter into a legally binding contract with OurPass Microfinance Bank Limited. If you do not agree with these Terms, do not proceed with signing up or using any of our Services.
Our App is developed and operated in compliance with the Nigeria Data Protection Regulation 2019 (NDPR) and other applicable banking regulations issued by the Central Bank of Nigeria (CBN).
2. OTHER TERMS
These terms & conditions refer to the following additional terms, which also apply to your use of our Services:
- Our Privacy Policy
- Our Cookie Policy
3. CUSTOMERS
You become a registered user (“Customer”) when you create an account on the App. As a Customer, you gain access to various banking and financial services provided through the App.
4. CHANGES
We may update or modify these Terms and the App from time to time. If we make significant changes, we will notify you through the app, via email, or any other contact method you have provided. This will allow you to review the changes before they take effect. Any updates to these Terms will not apply retroactively. If you do not agree with the changes, you may discontinue using our services by closing your account. However, if you continue to use the App after receiving notice of the modifications, you acknowledge and agree to the updated Terms as of their effective date.
5. SERVICE ELIGIBILITY
Our Services are not intended for use by anybody under the age of 16
To use the Services, you agree that: (a) you must be the "minimum age" (specified below) or older; (b) you will only have one account, which must be in your government name; and (c) you have not been previously barred from using the services by OurPass.
Creating an account with false information is a violation of our terms, including accounts established on behalf of others or minors under the age of 18.
“Minimum Age” means 18 years old. However, if the law requires you to be older for OurPass to legally provide you with its Services (including the use of your personal data) without parental consent, then the minimum age is such an older age.
6. YOUR ACCOUNT
Account holders are ‘Customers’. As an account holder, you must treat your account information as confidential and must not disclose it to any third party, you agree to;
- use a password and keep it private;
- not transfer any part of your account; and
- observe the law as well as our list of Dos and Don'ts and community guidelines.
Unless you close your account or report misuse, you are liable for everything that occurs through it. Your OurPass account is personal to you and should not be shared with anyone. You are responsible for all activities that occur through your account unless you close it or report unauthorized use.
If a third party (e.g., your employer or an organization) funds your access to certain services, they may have the right to manage your access and receive reports on your usage of those paid services. However, they will not have access to your personal banking details or transactions.
To protect your account, always keep your login credentials secure and report any suspicious activity immediately.
7. DISCLAIMER
We are committed to protecting your privacy and We will adopt necessary technical and organisational measures to this effect. However, there is no guarantee that your personal information will always remain private. As a user of the Services, you understand and agree that you assume all responsibility and risk attached to safeguarding your access to our App. You shall at no time whatsoever disclose your password to anyone, nor shall you allow anyone to make use of your account.
We will not be liable for any breach or loss you incur or incurred by a third party as a result of your misuse of your account details. Where there is a breach of data, we will ensure to comply with existing laws to address such breach and notify you immediately, if necessary. However, we will not be liable for any direct or consequential loss suffered as a result of this breach.
8. NOTIFICATIONS AND MESSAGES
By using this App, you agree that we may send you important notifications, alerts, and service-related messages via the app, email, SMS, or any other contact information you have provided. These messages may include security updates, transaction alerts, policy changes, or promotional offers.
It is your responsibility to ensure that your contact information is accurate and up to date. Failure to do so may result in missed notifications regarding your account activity or service updates.
9. RIGHTS AND LIMITS
You retain ownership of any content or information you submit through the App, including feedback, transaction details, and user preferences. However, by using our services, you grant OurPass and its affiliates a non-exclusive, worldwide, transferable, and sublicensable license to use, process, store, and distribute this content as necessary to operate and improve our banking services.
This license is subject to the following limitations:
- You may delete your personal content or close your account at any time. However, some information may remain in backups or transaction records as required by law or for regulatory compliance
- We will not use your personal banking details or financial data in advertisements. However, we may display general promotions and offers within the App, and your interactions with these promotions may be used to personalize future services.
- We will not share your personal data with third parties without your explicit consent, except as required by law, regulatory authorities, or for fraud prevention and security purposes.
- While we may process, format, or analyze your information (e.g., for fraud detection or customer support), we will not alter the meaning of any communication you provide.
- You agree not to submit false, misleading, or illegal content and acknowledge that OurPass may be required by law to remove certain information.
By providing OurPass with recommendations or other feedback about our services, you agree that OurPass may use and disseminate such comments for any reason without compensation to you.
10. SERVICE AVAILABILITY
We have the right to change, suspend, or discontinue any of our services. To the extent permitted by law, we may also change our prices in the future with sufficient notice.
We are not obliged to save or continue to display any information or material that you have uploaded. OurPass App is not a storage facility. Except as required by applicable law and as specified in our Privacy Policy, you agree that we have no duty to retain, preserve, or furnish you with such a copy of any information that you or others supply.
11. ACCURACY OF INFORMATION AND THIRD-PARTY CONTENT
While using the App, you may encounter information from third parties, including financial reports, transaction details, market updates, or promotional content. While we strive to provide accurate and up-to-date information, OurPass does not guarantee the completeness, reliability, or timeliness of third-party content.
You acknowledge that:
- OurPass is not responsible for third-party content that may appear on the App, including inaccurate or misleading financial information.
- You should seek professional financial or legal advice before making decisions based on information found within the App.
- We do not monitor all user-generated or third-party content in real time and are not liable for any harm caused by reliance on such content.
- While we take reasonable security measures, OurPass cannot prevent all fraudulent activities, phishing attempts, or misuse of the platform.
If you suspect fraudulent or misleading content, please report it immediately through the app’s support channels.
12. LIMITS
OurPass reserves the right to restrict, suspend, or delete your account if you violate these Terms or the law or are misusing the Services.
If you frequently upload material that is illegal, we may suspend your access to our Service for a reasonable period. We will warn you if we plan to suspend you.
If you frequently submit notices or complaints that are unfounded, we may suspend the processing of any further notices or complaints from you for a reasonable period of time. We will warn you in advance if we propose to suspend the processing of your notices or complaints. When deciding whether to suspend you, we will consider:
- how many items of clearly unfounded notices or complaints you submitted within a given time frame in terms of the volume of other notices or complaints submitted by other users during that time;
- the gravity of the misuse;
- where possible to identify, your intention in submitting the notices or complaints.
13. VIRUSES
We take reasonable steps to protect the App, but we do not guarantee that it will be free from bugs, viruses, or other security threats.
You are responsible for ensuring that your device, operating system, and internet connection are configured securely to access our App. We recommend using up-to-date antivirus and security software to protect your device.
You must not misuse the app by knowingly introducing harmful software, including viruses, trojans, worms, or any malicious code. Unauthorized access to the App’s systems, servers, or any connected infrastructure is strictly prohibited. You must not attempt to perform any denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks on the app or its services.
If you violate these terms, you may be committing an offense under the Cybercrimes (Prohibition, Prevention, etc.) Act, 2015. We will immediately terminate your access to the App and report any such breaches to relevant law enforcement authorities, including disclosing your identity where required.
14. AUTOMATED PROCESSING
We use the information and data you submit as well as the information and data we have about Customers to create recommendations for connections, content, and features that may be of interest to you. We utilize data and information about you, for example, to recommend loans to you. Keeping your profile current and up to date allows us to offer more accurate and relevant recommendations.
15. TERMINATION AND SUSPENSION
Both you and OurPass may terminate or suspend this Contract;
- Where the you violates these Terms
- Where Fraudulent or suspicious activities are detected by OurPass.
- Where at any time you personally delete your account or OurPass delete your account.
You will no longer be able to access or use the Services upon termination. The following provisions will survive termination:
- Customers' rights to re-share content and information shared through the Services; Our rights to utilize and disclose your comments;
- Any amounts owed by either party prior to termination remain unpaid after termination.
16. DO’s and DON’Ts
A. Dos
You agree to:
- Obey all applicable laws, including but not limited to data protection laws, intellectual property laws, tax laws, and other regulatory requirements;
- Provide us with correct and up-to-date information;
- Use your true name on your profile and conduct yourself professionally when using the Services.
B. Don’ts
You agree not to:
- Create a false identity on the App, misrepresent your identity, create a Customer profile for anyone other than yourself (a genuine person), or use or attempt to use someone else's account.
- Develop, support, or use software, devices, scripts, automated robots, or any other means or processes (including crawlers, browser plugins, add-ons, or any other technology) to scrape or copy profiles and other data from the App;
- Override any security feature, or breach or circumvent any access controls or Service limits (such as keyword search or profile view limits);
- Without the approval of the owner, you may not copy, use, disclose, or disseminate any information received through the App, whether directly or through third parties.
- Divulge information (such as private information belonging to another person, including your employer), for which you do not have their consent.
- Violate another person's copyrights, patents, trademarks, trade secret protections, or other proprietary rights;
- Violate OurPass's intellectual property or other rights, such as but not limited to, (i) redistributing our instructional videos or other materials or (ii) redistributing our technology unless it is made available under open source licenses;
- Upload anything that has destructive code, such as worms or computer viruses;
- Reverse engineering, decompiling, disassembling, deciphering, or making any other attempt to determine the source code for the App or any associated proprietary technology;
- Without our specific permission, imply or indicate that you are associated with or endorsed by OurPass (for example, by portraying yourself as a certified OurPass vendor);
- Without OurPass's approval, you may not: rent, lease, loan, trade, sell/resell, sell the App or connected data, or grant access to them;
- Without OurPass’s approval, deep-link to our services for any purpose other than to advertise your profile or a Group there;
- Utilize bots or other automated tools to send, redirect, or add contacts to the App;
- Track the accessibility, effectiveness, or operation of the App for any competitive intent;
- Manipulate the appearance or functionality of the App by "framing," "mirroring," or another similar action;
- Overlay or otherwise change the look or feel of the App (for instance, by adding items or deleting, concealing, or obscuring an advertisement from the App);
- Spam, a denial-of-service attack, a virus, or gaming algorithms are examples of actions that could interfere with how the App operates or put an unreasonable burden on it.
17. PRIVACY POLICY
OurPass's purpose is to provide standard and seamless banking experiences to its customers through this App. Our commitment to being upfront about the data we gather about you, how it is used, and with whom it is shared is important to this objective.
How we collect, use, and share personal data is detailed in our Privacy Policy _____, Cookie Policy_____, Settings, and Customer Care.
18. PROFILE
You can modify the information on your profile/account. You are not required to put further information on your profile; nevertheless, profile information allows you to get more out of our services. It is at your discretion to add sensitive information to your profile and whether to make that sensitive information public. Please do not upload or add personal information to your profile that you do not want others to see.
19. POSTING AND UPLOADING
We gather personal data from you when you provide, post, or upload information to our App, such as when you fill out a form (e.g., with demographic data or salary) or respond to a survey. If you choose to import your address book, we obtain your contacts (including contact information for your service provider(s) or app that was automatically added to your address book when you communicated with addresses or numbers that were not previously on your list).
If you sync your contacts or calendars with our Services, we will collect your address book and calendar meeting information in order to continue growing your network by suggesting connections for you and others, as well as providing information about vacations, such as times, places, costs, and so on.
You are not required to post or upload personal data; nevertheless, failure to do so may limit your ability to expand and participate with your network via our Services.
20. COOKIE POLICY
As further detailed in our Cookie Policy, we use cookies and related technologies (e.g., pixels and ad tags) to collect data (e.g., device IDs) to recognize you and your device(s) on, off, and across multiple services and devices where you have engaged with our Services. We also enable others to use cookies, as mentioned in our Cookie Policy. For more information, see our Cookie Policy.
21. OTHER
Our Services are dynamic, and we often introduce new features, which may require the collection of new information. If we collect materially different personal data or materially change how we collect, use, or share your data, we will notify you and may also modify our Privacy Policy.
22. SERVICES
23. COMMUNICATION
We will contact you via email, cell phone, announcements on our App, and other ways provided by our Services, such as text messaging and push notifications. We will notify you about the availability of our App, security, and other service-related issues. In addition, we may send instructions on how to use our Services, network upgrades, reminders, vacation suggestions, application updates, and promotional messages from us and our partners. You can change your communication preferences at any time.
You may opt-out of our marketing communications at any by following the opt-out links within any marketing communication sent to you or by contacting us via __________
If you opt out of receiving marketing communications, you will still receive service-related communications that are essential for administrative or customer service purposes, for example relating to updates to our Terms and Conditions, checking that your contact details are correct, etc.
You will be able to unsubscribe from service-related communications whenever you deem fit, however, your unsubscription will affect the quality of the provision of our service to you and such unsubscription to a service-related communication may be overridden to comply with a law.
If you wish to complain about any content, please contact us at _____.
24. ADVERTISING
We target (and measure the performance of) advertising to Customers, Visitors, and others both on and off our Services, either directly or through several partners, using the following data, either independently or in combination:
- Data from advertising technology on and off our Services, such as pixels, ad tags, cookies, and device identifiers;
- Customer-supplied data (e.g., profile, contact information, title, and industry);
- Data from your use of our App (e.g., search history, feed, content you read, who you follow or who follows you, connections, group participation, page views, videos you watch, clicking on an ad, etc.),
- Information obtained from advertising partners, vendors, and publishers; and information derived from the aforementioned data (e.g., using your feed activity to infer your interests; or using device data to recognize you as a Customer).
25. LEGAL DISCLOSURES
We may be required to disclose information about you by law, subpoena, or other legal processes, or if we have the belief, in good faith, that such disclosure is necessary to (a) investigate, prevent, or take action regarding suspected or actual illegal activities or to help law enforcement agencies; (b) enforce our agreements with you; (c) look into and defend ourselves against any third-party claims or allegations; or (d) safeguard the security of our systems.
We will try to tell Customers of such legal requests for their personal data when we believe it is acceptable to do so unless doing so is forbidden by law, a court order or the request is urgent. We reserve the right to object to such demands if we determine that they are unjustifiably broad, ambiguous, or made without the requisite authority, but we do not guarantee that we will object to every demand.
26. CHANGES IN CONTROL OR SALE
As part of a sale, merger, change in ownership, or in anticipation of any of these occurrences, we may also share your personal information. Unless you consent to a different usage, any company that acquires us or a portion of our business will be permitted to continue using your data only in the manner described in this privacy statement.
We may transfer our rights and obligations under these terms to another organization. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
27. DATA PROTECTION
As long as your account is active or as long as it is necessary for us to offer you with Services, we typically maintain your personal data. Data submitted to us by you or other parties, as well as data created or deduced as a result of your use of our services, is included in this. Unless you want to terminate your account, we will keep your information on file and keep your profile open even if you just occasionally use our services.
We give you a lot of options regarding the collection, use, and sharing of your data, including the ability to edit or remove information from your profile, manage the visibility of your posts, opt out of advertising, and manage communication settings. We provide settings for you to manage and control the personal information we hold about you. To find out more about how we collect, use, and transfer your data, including how to make requests and complaints, kindly see our Privacy Policy_____.
28. JURISDICTION
Please note that these terms of use, their subject matter and their formation, are governed by the applicable laws of the Federal Republic of Nigeria. You and We both agree that the courts of the Federal Republic of Nigeria will have exclusive jurisdiction.
Responsible Disclosure
OurPass remains deeply concerned about building the trust and confidence that our customers have in us. If you are a security researcher and have discovered a security vulnerability in one of our Products, services or sites, we encourage you to disclose it to us using the following guidelines. Pass will engage with security researchers when vulnerabilities are reported to us in accordance with this Responsible Disclosure Policy.
Below are OurPass subdomains which can be used to test for vulnerabilities in OurPass Login and Checkout:
- ourpass.co
- dashboard.ourpass.co
Reporting Vulnerability:
It is in our culture to encourage security researchers to share details of any vulnerabilities by filling the form below. At OurPass’s discretion, you may be eligible for monetary compensation for your efforts and severity of the vulnerability.
MERCHANT SERVICE AGREEMENT
KINDLY READ THIS MSA TOGETHER WITH OUR TERMS AND CONDITIONS, TERMS OF USE AND PRIVACY POLICY BEFORE USING ANY OF OUR SERVICES. BY ACCESSING OUR PLATFORM AND/OR USING OUR SERVICES YOU AGREE TO BE LEGALLY BOUND TO THIS MSA.
PARTIES
THIS MERCHANT SERVICE AGREEMENT (“MSA”) is a legal agreement between PARKCROWDY NIGERIA LIMITED, (“OurPass”), which expression shall where the context so admits include its successors, duly appointed representatives and affiliates).
AND
YOU, (“Merchant”) which expression shall where the context so admits include your heirs, successors-in-title, subsidiaries, duly appointed representatives and assigns);FOR YOUR USE OF THE SOLUTION (hereinafter defined).OurPass and the Merchant shall individually be referred to as a “Party” and jointly as “Parties”
RECITALS:
(A) OurPass develops tools and products which allows businesses to accept payments from their customers seamlessly and track sales activities, amongst others, thereby creating business insights for enterprises (the “Solution”).
(B) The Merchant carries on a legitimate business in the Territory (hereinafter defined) (the “Business”).
(C) The Merchant warrants that it is licensed to carry on the Business and has indicated interest in collaborating with OurPass for the use of the Solution to power its Business;.
(D) The Parties have agreed to enter into an agreement to leverage the use of the Solution, subject to the terms and conditions of this Agreement
(1) DEFINITIONS
In this Agreement, the following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:
(1.1) “API” means Application Programming Interface belonging to OurPass by which the Solution is integrated into the Platform;
(1.2) “Business Day” means every day of the week.;
(1.3) “Customers” means the Users of the products or services provided by the Merchant via the Platform and in connection with this Agreement.
(1.4) “Data Subject” means an identifiable person; one which can be identified directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;
(1.5) “The Merchant's Business Account” means the business account(s) created for the Merchant by OurPass.
(1.6) “Industry Standards” means guidelines or regulations issued from time to time by the Central Bank of Nigeria to regulate payment processing in Nigeria;
(1.7) “Intellectual Property” means all vested contingent and future intellectual property right including but not limited to copyright, patents, trademarks, service marks, design rights (whether registered or unregistered), know-how, trade secrets, inventions, get-up, database rights and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or created in the future;
(1.8) “Merchant Onboarding Workflow” means the onboarding documentation to be provided by OurPass to the Merchant.
(1.9) “NDPR” means the Nigerian Data Protection Regulations;
(1.10) “Personal Data” means any information relating to a Data Subject;
(1.11) “Payment Card Industry Data Security Standard” “PCI DSS” means a set of security standards designated to ensure that all companies that accept, process, store or transmit credit card information maintain a security environment, www.pcicomplianceguide.org;
(1.12) “Platform” means the Merchant’s Business platform.
(1.13) “Pricing Schedule” means https://ourpass.co/pricing. Such agreed pricing schedule which OurPass may update from time to time after the concurrence of parties to this Agreement.
(1.14) “Services” mean the services provided by the Merchant to Sub-merchants (Customers) and Users which forms a part of the Merchant’s Business;
(1.15) “Territory” means Nigeria and includes other states of the world duly approved by OurPass;
(1.16) “Trademark" means the trademarks registered in the name of OurPass and such other trademarks as are used by OurPass on or in relation to the Services during the term of this Agreement.
(1.17) “UAT” means the last phase of testing of the solution to ensure successful implementation and functionality;
(2)INTERPRETATIONS
(2.1) Words importing persons or parties shall include any individual, body corporate, unincorporated association or partnership; and in the case of an individual, to that person’s legal personal representatives, successors or assigns;
(2.2) Save as expressly provided under this Agreement, this Agreement shall not create an agency, employee or partnership relationship between the Parties. The Parties shall not pledge credit in the name of the other
(2.3) One gender shall include all other genders;
(2.4) The words “including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;
(3)SINGULAR AND PLURAL
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and vice versa.
(4)REFERENCES TO LIABILITIES
References to any liabilities are to include any liability whether actual, contingent, present or future in accordance with Clause 12 of this Agreement.
(5)INTEGRATIONS
OurPass hereby grants the Merchant the non-exclusive right to integrate into and make use of the Solution on the Platform for the purpose of accepting payments and managing its sales activities.
(6)ONBOARDING
(6.1) OurPass shall provide the Merchant with onboarding process documentation (the “Merchant Onboarding Workflow”) with the aim of walking the Merchant through the process of onboarding.
(6.2) The Merchant shall comply with the Merchant Onboarding Workflow and provide the necessary information as may be required from time to time.
(6.3) The Merchant represents and warrants that it has obtained consent and/or is authorized to supply any information requested by OurPass in connection with the integration and use of the Solution.
(6.4) The Merchant agrees to fully indemnify OurPass for any damages, costs or liabilities which are attributable to failure to obtain the requisite consent and/or authorization as stated in clause 6.3 above.
(2)THE MERCHANT'S OBLIGATIONS
(7.1) Subject to the terms of this Agreement, the Merchant agrees to:
(7.1.1) Offer the Solution as the preferred method of checkout or payment on the Platform. The Merchant shall use the Solution to process transactions of both high and low value without any form of discrimination or neglect.
(7.1.2) Promote the Solution to its Customers.
(7.1.3) Provide general orientation, training, and necessary documentation, including but not limited to sales slide decks and other documentation reasonably requested by OurPass, needed to educate OurPass on the details of the Platform that may be required for OurPass to integrate the Solution.
(7.1.4) Access the Pricing Schedule provided by OurPass which shall include authorized commercial terms and conditions;
(7.1.5) Actively manage all Customers using its Platform. The Merchant further undertakes to ensure the confidentiality and protection of all Customer data which comes into the possession of the Shopper/Merchant in connection with this Agreement in line with the Applicable Law
(7.1.6) Carry out an end-to-end UAT in the live environment with selected internal users only within the Merchant’s organization and not the general public to certify that the integration process was successful.
(7.1.7) Close the project, following the successful implementation of the UAT, by clicking the toggle to be provided by OurPass on the Merchant dashboard.
(7.1.8) Not allow or neglect to allow the perpetuation of fraud on the Platform or in connection with this Agreement.
(7.1.9) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.
(7.1.10) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.
(7.1.11) Not use OurPass’s Trademark without obtaining prior written consent from OurPass, provided that such consent may not be unreasonably withheld
(7.1.12) to immediately notify OurPass of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause liabilities or damage to OurPass (including but not limited to any material change in the nature or extent of the Merchant's business).
(7.1.13) Be fully liable for the actions and inactions of its employees
(7.1.14) The Merchant shall not sell, resell the POS devices issued to the Merchant under any circumstances.
(7.1.15) Where reasonably practicable the Merchant shall inform OurPass of any changes in applicable laws, guidelines or regulatory circulars or directive which might impact upon the relationship between the Parties.
(7.1.16) Fully comply with all applicable law, including the Payment Scheme rules.
(7.1.17) Make available its technical personnel in a timely fashion to work with OurPass to implement all necessary integration to the Platform and provide any reasonably required help on other issues that may affect the integration of the Solution.
(7.1.18) to notify OurPass of any change in the Merchant’s registered office address, Merchant’s activities and/or line of business prior to such change.
(7.1.19) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.
(7.1.20) Where required by applicable law or regulator, obtain licenses and permits required for its operations under this Agreement and provide OurPass with a copy of such regulatory permits and licenses upon request.
(8)OURPASS' OBLIGATIONS
(8.1) Subject to the terms of this Agreement, OurPass agrees to:
(8.1.1) Grant to the Merchant and the Merchant herein accepts from OurPass a non-exclusive, non-transferable license and right to the OurPass API and accompanying integration technical specifications in respect of this Agreement subject to the acceptance of the OurPass Terms and Conditions by the Merchant;
(8.1.2) Where necessary, implement the Solution together with the Merchant;
(8.1.3) Provide value added services on POS devices.
(8.1.4) Provide the Merchant with point of sale devices for the purpose of facilitating the Merchant's outdoor sales within all the Merchant’s stores. The Merchant understands that OurPass has decided to provide the devices to the Merchant for the above purposes only. The Merchant undertakes to procure the safe use of the point of sale devices. The Merchant also understands and agrees that OurPass may validly retrieve all or a part of the point of sale devices provided to the Merchant and undertakes to return the devices upon demand by OurPass without protest.
(8.1.4.1) The Merchant agrees to refund OurPass the total value of the devices in cases of theft, loss or complete damage of the POS devices occasioned at the premises or under the care (or neglect to care) of the Merchant. The Merchant shall process a refund of the value of the POS dev
(8.1.4.2) Subject to Clause 8.1.3.1 above, OurPass agrees to replace or repair any damaged POS devices upon request by the Merchant.
(8.1.4.3) Save as expressly provided in this Agreement, the maintenance and effective operation of the POS devices shall primarily be the responsibility of the Merchant.
(8.1.4.4) Notwithstanding any other provision in this Agreement, the Merchant shall not directly or indirectly sell, procure the sale or accept the resale of the POS devices under any circumstances. The Merchant understands that OurPass may validly terminate this Agreement without notice and/or institute an action against it for a breach of this term and criminal conversion of the POS devices.
(8.1.5) Provide such post-implementation support as may be reasonably required by the Merchant in connection with this Agreement.
(8.1.6) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.
(8.1.7) Work together with the Merchant to prevent fraud and ensure adequate compliance with anti-fraud protection and compliance rules in the Federal Republic of Nigeria.
(8.1.8) Attend all meetings and performance review meetings as may be mutually agreed by the Parties;
(8.1.9) Be fully liable for the actions and inactions of its employees.
(8.1.10) Implement and maintain security systems for the transmission of Transaction Data consisting of encryption “firewall” technologies and compliance with the minimum requirement of the PCI DSS.
(8.1.11) Not use the Merchant’s Trademark without obtaining prior written consent from the Merchant, provided that such consent may not be unreasonably withheld.
(8.1.12) Undertakes to provide reasonable support for reconciliation and settlement activities when and if required
(8.1.13) Undertakes to safeguard Merchant and customers data and firmly commits not to utilize same without prior written authorization of the Merchant
(9)MUTUAL OBLIGATIONS
(9.1) Subject to the terms of this Agreement, OurPass agrees to:
(9.2) Both Parties shall use all reasonable measures to maintain confidentiality, prevent fraud, money laundering and terrorist financing using the Platform.
(9.3) Each Party agrees to execute such further documents and instruments as may be reasonably requested by the other in order to give effect to the terms and intentions of this Agreement.
(9.4) Both Parties shall be responsible for obtaining and maintaining all relevant permits, licenses and approvals required to fulfill their respective obligations under this Agreement.
(9.5) Each Party shall ensure adequate compliance with all applicable regulatory requirements.
(9.6) The Parties understand that the acquirer/acquirer processor shall be responsible for settlement and all domestic transactions shall be settled in T+1 or as may be determined by applicable laws.
(10)WARRANTIES AND REPRESENTATIONS
(10.1) The Parties warrant that they are duly registered and/or licensed to transact business and fulfill their respective obligations under this Agreement.
(10.2) The Parties represent and warrant that this Agreement is legal and binding on them and is validly enforceable against them.
(10.3) The Parties shall keep each other indemnified against all costs, liabilities, actions, claims, proceedings or other expenses arising out of any breach of these warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
(10.4) The Merchant warrants that it shall not submit any transaction which the Merchant knows or reasonably should know is fraudulent, illegal or not authorized by the Customer to be processed.
(10.5) The Merchant warrants that it shall collaborate with OurPass for the purpose of investigating a transaction or Customer of the Merchant.
(11)FEES, CHARGEBACK AND SETTLEMENT PROCESS
(11.1) As consideration for the fulfillment of its obligations under this Agreement, OurPass shall be entitled to the fee contained in the Pricing Schedule including but not limited to the Monthly Service Charge. OurPass may update the Pricing Schedule from time to time. The Merchant agrees to monitor and stay abreast of the Pricing Schedule from time to time.
(11.2) The Merchant may charge certain fees to the Customer(s) without recourse to OurPass.
(11.3) Each party shall be responsible for remitting to the relevant tax authorities any taxes, including value added tax and income tax, payable on amounts earned by it under this Agreement.
(11.4) CHARGEBACKS DISPUTES
(11.4.1) In the event that a chargeback dispute is lodged by a Customer, with regards to any transaction processed by OurPass in connection with this partnership, OurPass shall communicate to the Merchant and the Merchant shall respond within eighteen hours (18) hours of such notification.
(11.4.2) The Merchant may initiate a partial or full refund to a Customer using the refund API made available on the dashboard for that purpose.
(11.5) SETTLEMENT PROCESS
(11.5.1) The Parties shall be able to view records of all the transactions in relation to this Agreement. The Merchant shall be able to monitor in real-time all the transactions processed via the dashboard provided by OurPass .
(11.5.2) The Parties understand that all fees charged on each transaction shall be settled into such account(s) provided by either Party for that purpose (the “Settlement Account”). The Settlement Account shall be funded with the applicable transaction fees so charged upon conclusion of each relevant transaction.
(11.5.3) In the event that OurPass has reasonable cause to believe that any transaction may be fraudulent or involve other criminal activity, OurPass may suspend the processing of such transaction until investigations have been timeously certified as completed or concluded by OurPass.
(12)INTELLECTUAL PROPERTY
(12.1) All Intellectual Property rights of each Party (“IP Owner”) will remain the IP Owner’s property exclusively or that of its licensors. The other Party (“IP User”) shall not assert any claim to such Intellectual Property rights during the term of this Agreement, or after the termination of the Agreement, except as expressly provided in this Agreement.
(12.2) The IP User shall respect the IP Owner’s Intellectual Property rights and will not infringe on such rights. The IP Owner’s Intellectual Property shall not be used by the IP User for purposes not contemplated under this Agreement or for any purpose not expressly agreed to in writing by the IP Owner.
(12.3) If and to the extent that the IP User’s performance of its obligations under this Agreement requires the IP Owner to grant a license and/or any other rights to any Intellectual Property, the IP Owner may grant such licenses and or other rights as may be required, subject to the terms of this Agreement.
(12.4) The IP Owner may at its discretion agree to the display of its logo on the IP User’s website, payment forms and any other marketing materials for the purposes of promoting and providing the services as contemplated under this Agreement to potential merchants.
(12.5) Where the Intellectual Property referred to in the context of this clause does not vest in the IP Owner and to the extent permitted by the licensor of such Intellectual Property, the IP Owner shall take the necessary steps to ensure that it has the right to sub-license and or grant such other rights in and to the Intellectual Property referred to in the context of this clause
(12.6) On the expiration of this Agreement or the termination of this Agreement by either Party, a Party must:
(12.6.1) Immediately cease to use the other Party’s Intellectual Property; and
(12.6.2) Deliver to the other Party and/or destroy any and all materials in its possession or control that bears or contains the Intellectual Property of the other Party and confirm in writing to the other Party that it has done so.
(12.7) All Intellectual Property rights in or pertaining to the Trademarks and any promotional material, point of sale material, brochures, sales commercial training or other literature provided by either Party shall remain the property of the Party providing it, and the other Party shall acquire no rights in the same. In a similar manner, one party shall not be permitted to use the Intellectual property of the other Party for any reason whatsoever without the prior written consent of the other Party whose consent shall not be unreasonably withheld.
(2)CONFIDENTIAL INFORMATION
(13.1) Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge as a result of access to the other Party’s premises or contact with its personnel pursuant to this Agreement and which:
(13.1.1) At the time of coming to a Party’s knowledge is not already a part of the public domain;
(13.1.2) Has not after coming to a Party’s knowledge, become part of the public domain through no fault of that party; and
(13.1.3) Is not required to be disclosed for a proper purpose to any governmental, regulatory or other public authority or to a court of law or other tribunal.
(13.2) Each party shall endeavor to use a reasonable degree of care to avoid unauthorized dissemination or publication of the data and information disclosed to it by the other party under this Agreement as it employs with respect to its own information which it has disclosed in respect of this Agreement and does not desire to have disseminated or published or otherwise employed in any manner whatsoever.
(2)TERMINATION OF SERVICE
(14.1) Either Party may terminate this Agreement by giving the other Party at least thirty (30) days written notice of its intention to terminate the Agreement and such termination shall be effective upon the expiration of the 30-day notice.
(14.2) Notwithstanding any other provision contained in this Agreement, Parties reserve the right to terminate this Agreement, without notice , in the event:
(14.2.1) Of any material breach of any of the terms of this Agreement;
(14.2.2) If a change of control of any Party which is in the reasonable opinion of the other Party is detrimental to its interests;
(14.2.3) If any material breach of the Trademarks or intellectual property rights.
(14.3) Notwithstanding anything contained in this Agreement, where any Party (the “Defaulting Party”) commits a breach of any provision of this Agreement and fails to remedy such breach within fourteen (14) days of receiving a written notice from the other Party (the “Aggrieved Party”) requiring the Defaulting Party to do so, the Aggrieved Party shall be entitled, in addition to its other remedies in law or in terms of this Agreement, to cancel this Agreement immediately and without prejudice to its right to claim damages or outstanding payments; provided that if the Defaulting Party commits two (2) or more breaches of any provision of this Agreement in any six (6) month period of this Agreement, irrespective of whether or not the breach is remedied by the Defaulting Party, the Aggrieved Party shall be entitled, without prejudice to any of its other rights or remedies in law or under this Agreement, to terminate this Agreement immediately by notice in writing to the Defaulting Party.
(14.4) In the event that fraudulent transactions account for more than 0.10% of the Merchant’s sales turnover in any one (1) month, OurPass shall be entitled to unilaterally, upon written notification, terminate this Agreement and/or request the Merchant to remove the affected customer from the use of the Platform.
(14.5) Upon the termination of this Agreement, each Party shall immediately return to the other Party all papers, materials, data and other property of the other Party in its possession or held by it in connection with the performance of this Agreement. Notwithstanding the above, either Party shall be entitled to retain information concerning the other Party if and to the extent that it is required to do so in terms of its reasonable retention of records policy or in terms of any applicable law, subject at all times to the confidentiality obligations as set out in Clause 13 above.
(14.6) Termination of this Agreement shall not affect any obligations of the respective Parties incurred or arising prior to such termination becoming effective.
(15)LIMITATION OF LIABILITY/INDEMNITY
(15.1) Except where directly attributable to the negligent acts or omissions of either Party, Parties shall indemnify each other, its directors, officers, employees and agents against and hold harmless thereof from any and all liabilities, obligations losses (excluding future profits), damages, penalties, claims, actions judgments expenses and disbursements or whatsoever kind and nature, arising directly or indirectly out of a negligent or fraudulent commission or omission by the defaulting party or breach of its obligations under its obligations under this Agreement.
(15.2) In no event shall OurPass be liable to the Merchant in excess of any amount that has accrued to OurPass from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises
(15.3) Without prejudice to its strict obligations to account for all monies received through its channel and deposited on behalf of the Merchant, OurPass expressly disclaims any liabilities or damages which may arise out of the Merchant’s services to its Customers or any third party. In no event shall OurPass be liable for any claims for refunds, costs or damages by the Merchant, Customer(s) or any third party. The Merchant hereby undertakes and holds harmless OurPass in this regard.
(15.4) No liability shall be raised against OurPass (including its affiliates and subsidiaries) more than two (2) years after the accrual of the cause of such liability.
(15.5) OurPass will not be responsible in the event of any infiltration of its security systems, provided that OurPass has used commercially reasonable efforts based on Industry Standards to prevent any such infiltration.
(16)RETURN OF PROPERTY
Upon termination of this Agreement, the Parties shall promptly return to the other Party all drawings, documents and other tangible manifestations of Confidential Information (and all copies and reproductions thereof). In addition, the Parties will return any other property belonging to the other Party including without limitation: computers, office supplies and documents.
(17)FORCE MAJEURE
(17.1)No Party shall be liable or indemnify the other Party for failure to perform any obligations hereunder when such failure is due to circumstances beyond its reasonable control including but not limited to government interference, direction or restriction, war or civil disorders, strikes, blockade, insurrections, riots, acts of nature, disasters, diseases, epidemics, terrorist actions or other emergencies (“Force Majeure”).
(17.2)In such circumstances, this Agreement may be terminated by written notice from one Party to the other Party with no further obligations and liabilities, provided that all monies due and unpaid are paid and provided that the Force Majeure event shall have continued for two (2) months from when it was notified.
(17.2.1) Compensation upon Force Majeure
The Parties shall bear their respective costs and neither Party shall be required to pay to the other Party any costs arising out of an event of Force Majeure.
(18)GOVERNING LAW & DISPUTE RESOLUTION
(18.1) This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
(18.2) The Parties shall use their best endeavors to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably.
(18.3) Any dispute which cannot be settled in accordance with Clause 18.2 within a period of fourteen (14) days shall be settled before a Sole Arbitrator to be appointed by the mutual agreement of the Parties in accordance with the Lagos State Arbitration Law 2009, in Lagos and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. A dispute shall be deemed to have arisen when any Party notifies the other Party in writing to that effect. In the event that the Parties are unable to agree on a sole arbitrator within fourteen (14) days after the declaration of a dispute, such sole arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch) on the application of either Party.
(19)PRIVACY AND DATA PROTECTION
(19.1) The Parties shall ensure compliance with the NDPR and all other applicable data protection laws and shall ensure the security and privacy of any data they hold, collect or process by implementing necessary technical, physical and organizational measures aimed at ensuring the confidentiality, integrity and availability of any such data.
(19.2) Both Parties undertake to be liable for any breach of their obligations to ensure the security and privacy of any Personal Data they holds, collect or process;
(19.3) The Parties shall guarantee the privacy of any Personal Data they may collect or come into its possession and assure that the requisite consent of the Data Subject to process such data and shall not disclose such data without obtaining the requisite consent to do so.
(19.4) The Parties shall, subject to applicable law, ensure that they give the right to the data subject to update or delete or transfer any such data to any third-party and shall not retain data for longer than as may be necessary for the purpose for which the data was collected.
(19.5) Upon becoming aware of any data breach under this Agreement, the Parties shall immediately notify the other of such breach and take reasonable steps to remedy such breach and notify the relevant regulatory authorities as required under the NDPR.
(20)GENERAL
(20.1) All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out below.
If to OurPass:
Parkcrowdy Nigeria Limited
5, Kwaji Close,
Maitama, Abuja, Nigeria
Telephone: +234 (0)810 394 2898
Email: ayodeji@ourpass.co
Notices to the Merchant shall be sent to the registered address provided by the Merchant to OurPass.
(20.2) Any such notice may be delivered personally or by courier or email and shall be deemed to have been served if delivered in person, or upon receipt of proof of delivery, if delivered by courier, and when dispatched to any or all of the addresses listed in this Clause 20.2, if delivered by email.
(20.3) No Party shall be deemed to have waived, released or modified any of its rights under this Agreement unless it has been expressly stated in a written document duly signed by both Parties. Any waiver by either Party related to a failure of the other to act in the strict performance of the terms and conditions of this Agreement shall not constitute a waiver of all rights and powers the Party waiving is entitled to.
(20.4) Headings have been used in this Agreement only for convenience and they shall be disregarded for the purpose of construing the Parties’ rights and obligations contained in this Agreement.
(20.5) All documents required under or resulting from or connected with or necessary to this Agreement shall be made in English language.
(20.6) Each Party represents and warrants to the other Party that this Agreement constitutes a valid, effective and binding obligation of such Party, being enforceable in accordance with the terms and conditions in this Agreement.
(20.7) The Parties represent and warrant that they shall not directly or indirectly, in connection with this Agreement or in connection with any other business transaction related to either party, make a payment or gift, or an offer, promise, or authorization to give money or anything of value to any public official, or person or entity for the purpose of influencing any act or decision in order to obtain or retain business for, direct business to, or secure an improper advantage for OurPass or the Merchant.
(20.8) The Parties represent and warrant that they shall maintain throughout the term of this Agreement adequate policies, procedures, and controls to ensure compliance with the anti-bribery laws, including at a minimum policies and procedures relating to the prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel, and will enforce them where appropriate.
(20.9) Nothing in this Agreement shall be deemed to make either Party or any of its agents or employees an employee, joint venture or partner of the other Party.
(20.10) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the Agreement shall be stricken off, and shall not affect the legality, enforceability, or validity of the remainder of this Agreement, and the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
(20.11) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
(20.12) This Agreement, its exhibits and subsequent amendments constitute the entire agreement between the Parties with respect to the matters dealt with in this Agreement and supersedes any previous agreement between the Parties in relation to such matters. Each of the Parties hereby acknowledges that in entering into this Agreement, it has not relied on any representation or warranty except as expressly set out in this Agreement or in any document referred to in this Agreement. No variation of this Agreement shall be valid or effective unless made by one (1) or more instruments in writing signed by the Parties, which would be affected by such variation.
(20.13) Either Party shall not assign any or all of its obligations under this Agreement to any third party without the prior written consent of the other Party to the assignment, such consent not to be unreasonably withheld or delayed in the case of a responsible person.
Security
Your security is extremely essential to us here at OurPass. We're focused on building products and services on top of a powerful framework that uses the best in class security innovation. At the point when you choose to utilize OurPass, be guaranteed that your data is sheltered. Your protection is our need.
Parkcrowdy Nigeria Limited (“We” or “Us”) is the owner of www.ourpass.co (“Website”) and the OurPass mobile applications (“Applications”), which may be added or removed from time to time. We are committed to your privacy. This online Privacy Policy (“Policy”) discloses our practices for the Website, Applications and the services (“Services”) which We provide to you through them. The contents of this Policy include the type of information We collect, the methods by which We collect such information, what We use the information for and who We share it with. This policy is effective on the 14th of September 2020 and will apply to all visitors, users, and others who access the Services (“Users”). We reserve the right to change this Policy from time to time as necessary. When We do, you will be able to find the updated version at this web address. We will endeavor to notify you of such changes in advance either by an email or by a notice on the Website. Please check regularly to see if we have updated the Policy. Your continued use of the Website and Applications will signify your acceptance of any amendment to these terms.
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