SIMPLIFY TERMS OF USE

Terms These terms of use ("Terms") set out the terms and conditions for your use of the Simplify Services offered by PaySimple Technologies Ltd. In using the Simplify Services, you acknowledge that you have read and understood these Terms, and are deemed to have agreed to these Terms on behalf of any person or entity for whom you are using the Simplify Services. If you do not agree to any of these Terms, then you should not use the Simplify Services. All rights not expressly granted to Users in these Terms are reserved by PaySimple Technologies Ltd. We may change these Terms from time to time, and will endeavor to notify you of such changes via email or by displaying a message when you next use the Simplify Services. If you continue to use the Simplify Services, your use will be governed by the updated Terms. Definitions To help you read and understand these Terms, we've set out definitions of some key terms below: "Customer" means the person or entity who registers to use the PaySimple Technologies Ltd Service by creating a Simplify account. If an individual creates an account on behalf of their employer, then the employer will be deemed to be the Customer, and will be bound by these Terms.

"Authorised User" means any person or entity that a Customer authorizes to use the Simplify Service on its behalf. This includes the Primary Admin (as nominated by the Customer) and other employees and personnel of the Customer who are authorized to use the Simplify Services on the Customer's behalf, but also includes support partners and other third parties with whom a Customer shares its Simplify account details (and for whose conduct the Customer is responsible). "We" or "PaySimple " means PaySimple Technologies Limited and any of our related companies. "Simplify Service " means Simplify business management system and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time. Your use of the Simplify Service will also be subject to any allowances and/or limits that apply to the Simplify plan which you've purchased. "You" means the Customer and (where the context permits) includes any Authorized Users.

Account information

You must be 18 years or older in order to access and use the Simplify Services. You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete. We will use that information to contact you from time to time (including by sending you notices as required by these Terms relating to, for example, suspension of your account or changes to your plan), so it's important that you keep all of your contact details, and those of your Primary Admin and other Authorised Users, up to date. Use of your account PaySimple grants you a limited, non-exclusive, non-transferable, revocable licence to use the Simplify Services (subject to your account type) for the purposes of with the Customer's business and in accordance with these Terms. You are responsible for any conduct or activity undertaken in your account (whether online or by calling our contact centre), including any changes made, and the input or modification of or access to any data or information in your account, by any of your Authorized Users. In particular, our primary point of contact with you will be your nominated Primary Admin, who will be considered as authorized by you to make changes, give instructions and receive notices on your behalf.

If: (a) you are an Authorized User using or accessing the Simplify Services for the benefit of a Customer, then you are responsible for ensuring you have the right to do so from the relevant Customer (including all necessary authorizations to access, amend or remove data, or make changes to the Customer's account); or (b) you are a Customer, then you are responsible for authorizing use or access of the Simplify Services by any authorized User and will indemnify PaySimple against any claims or loss relating to any Authorized User's use of or access to your account. We will have no responsibility to anyone other than the Customer, and the Simplify Services and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s).

Cancellation of accounts

We can cancel or suspend your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately if, in our sole discretion:  you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Simplify Services;  we consider that provision of the Simplify Services, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law;  we decide to withdraw the Simplify Services from your territory or jurisdiction altogether; or  you fail to comply with any limits or restrictions (eg, on the number of users, registers or transactions) applicable to your Simplify plan. You are entitled to cancel your account with Simplify at any time. You may cancel your account by following the prompts when you are logged into your account through the Apps or the Website or by contacting us via email. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise). If your account is cancelled, your account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion). We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is exported, backed-up or replicated before cancellation. Fees and taxes The fees charged for use of the Simplify Services are set out on the Website (or as notified to you in the case of some exclusive plans) ("Fees") and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days' prior notice (by email to your Primary Admin or by displaying a message the next time you use the Simplify Services). The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation). Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year's subscription for the Simplify Services. Unless required by law, we will not provide refunds in connection with the Simplify Services.

If you are carrying out a free trial of the Simplify Services (as offered on the Website or the Apps), the free trial will begin on the day that your account is opened and end of the published trial period. If you wish to continue to use the Simplify Services at the end of the free trial period, you will be required to make the stipulated payments for your desired plan (unless you choose to use any free Simplify Services which we may offer from time to time). If you choose not to continue with the Simplify Services, then your account (and all data associated with it) will be deleted after the end of your free trial. Data will be deleted after 30 days following the end of your free trial, unless we're required to retain it for longer under applicable law. All Fees are exclusive of all taxes, and you are responsible for any taxes that may arise. You indemnify and hold PaySimple harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay PaySimple such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction. You may upgrade or downgrade your account at any time You may upgrade or downgrade your account at any time by following the prompts when you are logged into your account. The upgrade or downgrade will become effective immediately. If you downgrade your account, no refunds will be paid in respect of any unused portion of any higher account offering. If you upgrade your account, the balance already paid for the rest of the term will be credited to your account. We will then immediately charge your account for any net amount due as a result of the upgrade and your account renewal date will be reset to the next available billing day. Downgrading your account may cause the loss of content, features, or capacity of your account, and reduce the number of store locations, users and/or transactions you can use or process. If you choose to downgrade your account, PaySimple does not accept any liability for the resulting loss of data, content, features or capacity.

Plan Limits and reasonable use

The Simplify Service is available in a range of packages/plans, giving you options including in relation to the number of store locations, and users you can have, the number and total value of transactions you can process on the Simplify Service and the features and services you have access to, and the Fee you pay, as described on our Website from time to time (or as notified to you, in the case of some exclusive plans). We may update those plan limits at any time (eg, by increasing, reducing or removing limits) by updating the plan descriptions on our Website (or as notified to you, in the case of some exclusive plans). You'll be expected to comply with the updated plan limits from the next time you use the Simplify Service. You agree that we may use information generated by your use of the Services (eg, transaction volume and revenue) for the purposes of determining the most appropriate plan and pricing for you. We may ask you to upgrade your Simplify account to a new plan if you exceed the limits that apply to your plan at any time. We also reserve the right to suspend or restrict your account or your use of the Simplify Service, or disable any third party integrations you have, where we believe that your use isn't fair or reasonable or that it may cause degradation of the Simplify Services to other users. This includes circumstances where your use (or integration of your account with a third party) is creating a security or availability risk for PaySimple or our other customers, is impacting (or may impact) the stability or performance of our systems, or is requiring disproportionate resource to deliver (eg, in terms of storage or processing requirements, support requests or helpdesk queries). If you're using a free plan, then in addition to the other terms and conditions set out in these Terms, there are some other conditions that apply to you:  Free plans are subject to published maximum usage period (which may change from time to time). After the published maximum usage period, you may be asked if you want to cancel your account or upgrade to a paid plan.  If you don't use or log in to your Simplify account for six (6) months, then we may treat your account as "inactive" and permanently delete your account (and all data associated with it) on 30 days' notice to you.

Support Agreement

Effective support of the Simplify services is a result of maintaining consistent service levels. The following sections provide relevant details on support availability, monitoring of in-scope services and related components.

Support Availability

Support parameters specific to the service(s) covered in this Agreement are as follows:  Telephone support: 9:00 A.M. to 6:00 P.M. Monday – Friday o Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service  Email support: Monitored 9:00 A.M. to 6:00 P.M. Monday – Friday o Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day  Onsite assistance guaranteed within 48 hours during the business week Service Requests

In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:
 0-8 hours (during business hours) for issues classified as High priority.  Within 48 hours for issues classified as Medium priority.  Within 5 working days for issues classified as Low priority. Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request. Roles and Responsibilities The following section details the responsibilities of the Service Provider and the Customer in the ongoing support of this Agreement. Customer Responsibilities Customer responsibilities and/or requirements in support of this Agreement include:  Payment for all support costs at the agreed interval.  Reasonable availability of customer representative(s) when resolving a service related incident or request. Service Provider Responsibilities Service Provider responsibilities and/or requirements in support of this Agreement include:  Meeting response times associated with service related incidents.  Appropriate notification to Customer for all scheduled maintenance.

Service Assumptions

Assumptions related to in-scope services and/or components include:  Changes to services will be communicated and documented to all stakeholders. Simplify Services are provided "as is" The Simplify Services are provided on an "as is" and "as available" basis, and your use of them is at your sole risk. In particular, it is your sole responsibility to ensure that your use of the Simplify Services complies with any laws or regulations applicable to you and your business, and allows you to meet any legal obligations you might have. Such laws might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records. We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the Simplify Service. We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Simplify Services. We do not warrant that: (a) the Simplify Services will meet your specific requirements; (b) the Simplify Services will be uninterrupted, timely, secure, or error-free; (c) the Simplify Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Simplify Services will meet your expectations; or (e) any errors in the Simplify Services will be corrected. You acknowledge that PaySimple may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Simplify Services. The acts and omissions of those third party suppliers may be outside of PaySimple ’s control, and PaySimple does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier, save as otherwise expressly set out in the Agreement or in writing between the parties. On behalf of itself and such third party suppliers, PaySimple excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

From time to time, we may add, make changes to or remove altogether features or functionality of the Simplify Services. If you're using an App, you may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the Simplify Services at any time, and nothing in these Terms is to be taken as a guarantee that the Apps or any Simplify Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Simplify Services, or the Apps or any version of them. Our liability is limited To the maximum extent permitted by law, PaySimple shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if PaySimple has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding the Simplify Services; or (e) any other matter relating to the Simplify Services. In any case, PaySimple 's maximum aggregate liability under or in connection with these Terms or your use of the Simplify Services is limited to the amount of Fees paid by you in the past 12 months. You are responsible for your use of the Simplify Service and you indemnify us You are responsible for all activity that results from use of the Simplify Services through your account. You are responsible for maintaining the security of your account and password. PaySimple will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure. You indemnify PaySimple against all forms of liability, actions, proceedings, demands, costs, charges and expenses which PaySimple may incur or suffer as a result of use of the Simplify Services through your account or as a result of your failure to comply with these Terms.

No malicious or illegal use

You must not:
(a) use the Simplify Services in any unlawful manner (or if use of the Simplify Services would cause you to breach any law or regulation applicable to you), for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; (b) infringe our intellectual property rights or those of any third party in relation to your use of the Simplify Services; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Simplify Services; (d) use the Simplify Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from the Simplify Services or our systems or attempt to decipher any transmissions to or from the servers running any Simplify Services; (f) disclose or distribute information relating to another User of the Simplify Services to any third party, or use any other User's information for any marketing purposes unless you have that User's express permission to do so; or (g) access or register User logins via bots or other automated methods. Reasonable use policy You agree to use the Simplify Services in a reasonable way (including, to avoid doubt, if you have subscribed for an 'unlimited' account). If we determine that your use of the Simplify Services is not reasonable or that your use is causing degraded performance of the Simplify Services for you or for other Users, we may impose limits on your use of the Simplify Services. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits. Limits on your use of the Simplify Services may include (but are not limited to) the quantities and volumes of the following parameters, per retailer: (a) storage required to host and backup retailer data; (b) sales transactions per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) page views per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) outlets, registers, users, products and customers.

Intellectual property

You agree that PaySimple owns all of the intellectual property rights existing in the Simplify Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use PaySimple 's brand, branding or logos except with PaySimple 's prior written consent. You grant PaySimple a royalty-free, irrevocable, perpetual licence to use for our business purposes (including for product improvement, research and development, data analytics and other legitimate commercial purposes) information and/or data collected by PaySimple through your use of the Simplify Services (provided that we aggregate or anonymise any information or data which you have submitted or inputted into the Services that we process on your behalf). Other than this right, PaySimple claims no intellectual property rights in relation to the information or content you input into the Simplify Services. You may provide us with comments, feedback or suggestions on Simplify Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you. Data protection We will maintain appropriate technical and organizational measures to protect the security of the data or content that you input into the Simplify Services. You are responsible for complying with all applicable data protection laws in respect of your use of the Simplify Services and with regard to any instructions you issue to PaySimple with regard to the processing of personal data you provide to PaySimple through the Services. In particular, you must ensure you have properly informed and obtained all necessary rights, authorizations or consents from any end-users, consumers, personnel or other individuals to whom the data relates, to enable PaySimple to lawfully access their personal data under these Terms and to process their personal data outside of their country of residence. You shall not provide (nor permit any User to provide) any Sensitive Data to PaySimple . For the purpose of these Terms, "Sensitive Data" shall mean data revealing a person's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetics, biometrics, health data, data about sex life or sexual orientation, or data about criminal convictions and offences.

Third Party Integration Partners

You acknowledge that in the provision of certain optional features and services, PaySimple , on receipt of instructions from you, may be required to transfer certain data held in your Simplify account to, and otherwise interact with, third party partners who provide services that you have elected to integrate with the Simplify Services ("Third Party Integration Partners"). You agree that if and to the extent such data transfer occurs, it is on your express election and instruction by virtue of you agreeing to use the Third Party Integration Partner's services. You are solely responsible for compliance with all applicable laws (including applicable data protection laws) in respect of the transfer of the data by PaySimple to the Third Party Integration Partner, and for entering into separate contractual agreements with the Third Party Integration Partner. PaySimple is in no way liable for the provision of the services or the handling and processing of any data by the Third Party Integration Partner. For the avoidance of doubt, such third parties are not PaySimple 's subprocessors for data protection purposes. Data deletion On expiry or termination of these Terms, or upon cancellation of your account, the data submitted by you to the Simplify Services will be deleted after 30 days, unless applicable laws or regulations require PaySimple to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law. Disputes If there is a dispute between the parties in relation to these Terms (or any previous version of them), either party must give the other party notice of the nature and details of the dispute, and neither party will commence any court or arbitration proceedings until the procedure described in this section has been complied with. Within ten (10) business days of receipt of the notice of dispute, senior managers of the parties shall meet to endeavour to resolve the dispute. If the dispute is not resolved within twenty (20) business days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation. The mediation will be in Lagos, Nigeria. If the dispute cannot be resolved through mediation, then either party may refer the dispute to binding arbitration. The arbitration will be in Lagos, Nigeria and the results of the arbitration shall be non-appealable and binding on both parties.

General

We work with a number of partners, value added resellers and other third parties to promote, market and integrate other products and services with the Simplify Services. In some cases, we may receive a commission from those partners and third parties for referring our customers to them, or we may pay a commission to third parties where customers are referred to us. If we don't insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. The Simplify Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions do not apply to the Simplify Services, these Terms or our relationship with you. Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them. These Terms shall be governed by Nigerian law, and (subject to the 'Disputes' section above) you submit to the exclusive jurisdiction of the Nigerian courts for any matter or dispute arising in relation to these Terms