Terms of
Use

1.0 INTRODUCTION

BudPay is product of Bud Infrastructure Limited and we leverage on technology to develop digital infrastructure to drive payments and commerce across the globe. These terms and conditions of use (“Terms of Use”) contained herein constitutes a legal and binding agreement between you, as a prospective customer of BudPay (“BudPay”, “we”, “our” or “us”). These Terms shall govern your access to and use of our services which include all pages within our website, mobile applications and other products and services (collectively referred to as the “Services”). By using BudPay Services, you expressly accept all terms and conditions contained herein in full and without limitation or qualification, including our Privacy Policy. These Terms also highlight certain risks on using our services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our services. We therefore oblige you to thoroughly read these Terms carefully before agreeing to be bound by them. You must not use any of the Services if you have any objection to any of these Terms. These Terms of Use is consolidated to create a binding legal Agreement between BudPay Merchants and other users of our services as applicable. Where a Merchant has negotiated and executed a Payment Service Agreement before or after accepting these Terms of Use, the executed Agreement takes precedence over these Terms.

2.0 Change of Information

In the event of any change in your personal information or business provided to us at registration, you agree to notify us within 14 days of such change. We may be unable offer our services to you if you contact us from an address, telephone number or email account that is not registered with us

3.0 Eligbility

By signing on to use our Services, you are warranting that you are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, business, or organization, you represent and warrant that you are authorized to do so.

4.0 Age Restriction

Our website and Services are directed to people from the ages of 18 and above. You are only permitted to use the Services if you are aged 18 or older. We do not knowingly engage people younger than the age of 18. If as a parent or guardian, you become aware that your child or ward child has provided us with any information without your consent, please contact us through the details provided in these Terms of Use.

5.0 Data Security (For Merchants)

As it is your sole responsibility, you agree to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (PCI DSS Requirements”) and under any applicable law or regulation that may be in force, enacted or adopted regarding confidentiality, your access, use, storage and disclosure of user information. We are responsible for the security and protection of Card Holder Data (CHD) we collect and store. Accordingly, we implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement. We also implement periodical security updates to ensure that our security infrastructures are in compliance with reasonable industry standards. You hereby grant BudPay a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data for the following purposes:

• a) providing and improving our services;
• b) 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
• c) 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
• d) any other purpose for which consent has been provided by your customer.

6.0 Intellectual Property

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

7.0 Publicity

You hereby expressly grant BudPay, permission to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases. This however, does not imply our endorsement for your products and services.

8.0 License to use our Services

We hereby grant you a non-assignable, non-exclusive and revocable license to use our Services in the manner permitted by these Terms of Use. This license grant includes all updates, upgrades, new versions and replacement software for you to use in connection with our Services. Our Services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. Nothing in these Terms of Use gives you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, title and interest in and to the Services are and will remain our exclusive property. You also agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from our software.

9.0 Payouts and Payout Schedule

Subject to the provisions of these Terms of Use, BudPay will send to your designated Bank Account all amounts settled and due to you from your transactions, (“Payout”). If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank account and related information and grant us permission to debit amounts due from your Bank Account. Budpay reserves the right to change your Payout Schedule, suspend payouts to your Bank Account or initiate a Reversal in its sole discretion as it may deem necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of BudPay, or if required by law or court order.

10.0 Anti-Corruption and KYC

Each Party shall comply with all applicable anti-bribery and corruption Laws in Nigeria (including the Economic and Financial Crime Commission’s Act). You agree that, you are solely responsible for verifying the identities 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 and hereby agree to provide BudPay with evidence of these upon request.

11.0 Fees and Revenue Share

The Fees on our Pricing page is integral to and forms part of this Agreement. You agree to pay all applicable fees for the use of our services. We reserve the right revise our fees from time to time without recourse to you but shall notify you of any modifications upon its implementation.

12.0 Acceptable Use

By agreeing to these Terms of Use, you agree to comply with our underlisted acceptable use.
1. Restricted Activities – You may not use our Service in connection with any product, service, transaction or activity that:

• violates any law or government regulation, or promotes or facilitates such by third parties
• violates any rule or regulation of Visa, MasterCard, Verve or any other electronic funds transfer network (each, a “Card Network”);
• is fraudulent, deceptive, unfair or predatory;
• causes or threatens reputational damage to us or any Card Network;
• involves any of the business categories listed in 2 below; or
• results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability.

2. Certain Business Categories – You may not use our Services in connection with any product, service, transaction or activity that:
a. falls within the Prohibition List of the Nigerian Customs Administration of the Federal Republic of Nigeria.
b. relate to transactions that:

1. show the personal information of third parties in violation of applicable law;
2. support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs; and
3. pertain to ammunitions and arms.

c. relates to the sale and/or purchase of:

1. banned narcotics, steroids, certain controlled substances or other products that present a risk a consumer’s safety.
2. blood, bodily fluids or body parts.
3. burglary tools.
4. counterfeit items.
5. illegal drugs and drug paraphernalia.
6. fireworks, destructive devices and explosives.
7. identity documents, government documents, personal financial records or personal information (in any form, including mailing lists).
8. lottery tickets, sweepstakes entries or slot machines without the required license.
9. offensive material or hate speech or items that promote hate, violence, racial intolerance, or the financial exploitation of a crime.
10. police badges or uniforms.
11. chemicals.
12. recalled items.
13. prohibited services.
14. unlicensed financial services, stocks or other securities.
15. stolen property.
16. items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction.
17. sales of currency without BDC license, certain cryptocurrency operators.
18. obscene material or pornography.
19. certain sexually oriented materials or services.
20. certain firearms, firearm parts or accessories, ammunition, weapons or knives; or
21. any product or service that is illegal or marketed or sold in such a way as to create liability to us.

Account Security

Safeguarding access to your account is your sole responsibility and you agree to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details with anyone, BudPay will not be liable to you for any loss or damage experienced. You will also take all reasonable steps to protect the security and access of the personal electronic device through which you access BudPay’s services.

14.0 Chargebacks and Refunds

You may be assessed Chargebacks for (i) customer disputes; (ii) unauthorised or improperly authorised transactions; (iii) transactions that do not comply with Card Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. Where a Chargeback occurs, you are immediately liable for all claims, expenses, fines and liability we incur arising out of that Chargeback and agree that we may recover these amounts by debiting your Bank Account. Where these amounts are not recoverable through your Bank Account, you agree to pay all such amounts through any other means You agree that you are solely responsible for accepting and processing returns of your products and services. We are under no obligation to process returns of your products and services, or to respond to your customers’ inquiries about returns of your products and services. You agree to submit all Refunds for returns of your products and services that were paid for through BudPay to your customers in accordance with this Agreement and relevant Card Network Rules.

15.0 Rolling Reserve

In our sole discretion and where applicable, we may place a Reserve on a portion of your Payouts by holding for a certain period, such portion where we believe there is a high level of risk associated with your business. If we take such steps, we will provide you with the terms of the Reserve which may include the percentage of your Payouts to be held back, period of time and any other such restrictions that BudPay may deem necessary. Where such terms are changed, we will notify you. You agree that you will remain liable for all obligations related to your transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments. To secure your performance of this Agreement, you grant BudPay a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.

16.0 Disclaimer

WE TRY TO KEEP OUR WEBSITE AND SERVICES AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK. WE PROVIDE THE WEBSITE AND THE CONTENT “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND (INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL REMAIN FREE FROM ANY INTERRUPTION, BUGS, INACCURACIES, AND ERROR FREE. YOUR USE OF OUR SERVICES ARE AT YOUR OWN RISK AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE THAT RESULTS IN LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED.

17.0 Limitation of Liability

UNDER NO CIRCUMSTANCE SHALL BUDPAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL , BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH) ARISING OUT OF OUR WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE, OR ARISING FROM THE RESULT OF USE OF OUR WEBSITE OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY

18.0 Exclusion of Liability

Some jurisdictions do not allow exclusion of certain warranties or limitations on the scope and duration of such warranties, so the above disclaimers may not apply to you completely, notwithstanding, such provisions shall apply to the maximum extent permitted by applicable law.

19.0 Breach of Terms

Irrespective of any other rights available to us under these Terms, We reserve the right to take measures that we deem appropriate to deal with any breach to these Terms of Use, which may include but shall not be limited to suspending or prohibiting your access to and/or use of the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

20.0 Indemnity

You agree to defend, indemnify, and hold BudPay, 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 these Terms of Use.

21.0 Termination

You may wish to terminate this Agreement by closing your BudPay Account or simply discontinuing the use of our Services. We reserve the right to suspend or permanently terminate your BudPay Account and your access to BudPay services in the event of any of the following;

1. Your failure to comply with any of the provisions of this Agreement;
2. As required by Law;
3. Your failure to comply with any of the provisions of this Agreement;
4. As directed by a Card Network or issuing financial institution; or
5. where a suspicious or fraudulent transaction occurs

22.0 Privacy Policy

BudPay is committed to managing your Personal Information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

23.0 Updates, Modifications and Amendments

We may update, modify or amend these Terms of Use as the need arises. We reserve the right and discretion to make such changes at any time. The most current version of the Terms which will always be on this page and will continue to govern our relationship with you. We advise that you check this page often, referring to the date of the last modification on the page. By continuing to use our Services after the changes become effective, you agree to be bound by the revised Terms. If you have any objection to any of the changes to this Terms of Use, you must discontinue using our website and/or services immediately.

24.0 Management of funds (Merchant Authorization)

You hereby authorise and instruct BudPay to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. By accepting this Agreement, you further authorise BudPay to determine how your card transaction settlement funds should be disbursed to you as Payouts and the timing of such Payouts. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by BudPay pending settlement and Payout to your Bank Account. All authorizations obtained herein shall remain valid and be of full effect until your BudPay Account is permanently closed or terminated.

25.0 Governing Law and Dispute Resolution

The laws of the Federal Republic of Nigeria govern this Agreement. We shall use our best endeavour to settle any dispute or difference of opinion arising from or in connection with the use of our services amicably through mutual discussions Any dispute that cannot be settled within a period of Fourteen (14) days, shall, be settled before a Sole Arbitrator to be appointed by a mutual written agreement of both parties in accordance with the Arbitration Rules of the Arbitration and Conciliation Act, Cap. A18, Laws of the Federation of Nigeria 2004 (or any amendments or modification to the same). The venue of Arbitration shall be Lagos Nigeria and shall be in English Language. Each party shall bear their respective costs in connection with the Arbitration.

26.0 Confidential Information

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

27.0 Miscellaneous Provisions

Assigning or sub-contracting any of your rights or obligations under these Terms of Use to any third party is prohibited. BudPay reserves the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms of Use to any third party. These Terms supersedes and extinguishes all previous agreements between you and us whether written or oral, on this subject matter. If any portion of these Terms is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms and shall not affect the validity or enforceability of any other part in these Terms. All agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

28.0 Contact us

To contact us for any complaints or issue with our services, please send us an email on info@bud.africa