TERMS OF USE

AGE RESTRICTION

You must be at least 18 [eighteen] years of age to use this website. By using this website and by agreeing to these terms and conditions, you hereby warrant and represent that you are at least 18 years of age.

SOFTWARE LICENSE

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

REPRESENTATION AND WARRANTIES

You represent and warrant to Klustar that:

• You possess the requisite power, approvals, permits, licenses, consent and authority to enter into and perform your obligations under these Terms;
• You are duly registered under the extant laws of the Federal Republic of Nigeria or any state, region or home country of your business and are duly authorized to do business in all other states, regions or countries in which your business operates.

CHARGES AND FEES

You agree to pay us for the services we render. Our Fees will be calculated as demonstrated on Klustar’s pricing page accessible at fees and pricing schedule. The Fees on our Pricing page is integral to and forms part of this Agreement. We reserve the right to revise our Fees at any time and where such is done, we would place a conspicuous notice on our website. You hereby accept such notice as being sufficient.

INTELLECTUAL PROPERTY

Unless otherwise stated, Klustar owns the intellectual property rights and materials on the website. All text, formatting (including without limitation the arrangement of materials on the Klustar 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 the intellectual property rights of Klustar and its affiliates (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. This Content may not be copied, reverse-engineered, decompiled, disassembled, modified or reposted to other websites. Nothing on the Klustar site should be construed as granting by implication or otherwise, any license or right to use any Trademark displayed on the Klustar website without the written permission of Klustar or such third party that may own the Trademark. You agree to take such actions including any legal or official document or other documents that may be needed to further affirm our intellectual property rights. You hereby grant Klustar permissions 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. Such Publicity does not imply an endorsement for your products and services.

CONFIDENTIAL INFORMATION

The parties acknowledge that in the performance of their duties herein, 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. Such confidential information shall be treated as classified by the receiving party.

Confidential Information does not include information that: (i) is in the public domain 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 clause; (iii) was known by the receiving party prior to disclosure by the disclosing party; 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 manner except to perform its duties herein 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 herein; and (v) take all necessary precautions to protect 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.

DISCLAIMER

We will try to ensure that the website is available at all times and bug-free. however, it is used at your own risk. Our website and services are provided “as is” without any express, implied and/or statutory warranties (including, but not limited to, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, 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 be uninterrupted, timely, secure, or error-free. no advice or information, whether oral or written, obtained by you through our website or from us, our subsidiaries, or other affiliated companies, or our or their suppliers (or the respective officers, directors, employees, or agents of any such entities shall create any warranty.

We have the right to suspend, withdraw, discontinue or change all or any part of our service without notice. we will not be liable to you if for any reason our services are unavailable (in whole or in part) at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the services.

LIMITATION OF LIABILITY

In no event shall Klustar or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever arising out of, or in any way connected with the use or performance of the service, with the delay or inability to use the service, the provision of (or failure to provide services), or otherwise arising out of the use of the service, whether based on contract, tort, negligence, strict liability, or otherwise, even if Klustar or any of its suppliers have been advised of the possibility of such damages.

KNOW YOUR CUSTOMER

You may be required to upload certain information and documents to ascertain your eligibility to access the Services including but not limited to your identification/registration documents (“KYC Documents”). You hereby agree and warrant to provide valid, true, complete, and up-to-date KYC Documents and any other document that maybe necessary for accessing certain services on the platform.

For Businesses, you further 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 at physical retail locations, 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, which proof may be required by Klustar to resolve any dispute which may arise.

INDEMNITY

You hereby agree to fully indemnify and hold us harmless from and against any and all claims brought by a third party resulting from the use of our site and or the Services or the provision of content to us by you and in respect of all costs, actions, losses, claims, proceedings, damages, expenses (including reasonable legal costs and expenses), or liabilities whatsoever suffered or incurred directly or indirectly by us in consequence of such use of this site and the services or provision of content or your breach or non-observance of any of these Terms and conditions.

TERMINATION

You may terminate this Agreement at any time by closing or deactivating your Klustar Account.

We may suspend your Klustar Account and your access to Klustar services or terminate this Agreement, if:

• you do not comply with any of the provisions of these terms;
• we are required to do so by a Law;
• we are so directed by CBN, a Card Network or issuing financial institution; or
• a suspicious or fraudulent transaction occurs on your account.

CHARGEBACKS

A Chargeback usually happens when a customer files directly with or disputes through his or her credit or debit card issuer a payment on their bill. It may result in the reversal of a transaction.

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 these terms or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, 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 direct debit from your Bank Account, you agree to pay all such amounts through any other means.

RESERVES

We may at our sole discretion, reserve a determined portion of your Payouts by holding same in Klustar’s designated bank account, for a certain period where in our opinion, 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 Klustar 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 your obligations herein, you hereby irrevocably grant Klustar the right to utilize the funds held in the Reserve to satisfy the adjudged outstanding obligations of yours to Klustar.

REFUNDS

You agree that you are solely responsible for accepting and processing refunds for return of your products and services. We are under no obligation to process such refunds 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 Klustar directly to your customers in accordance with these terms and relevant Card Network Rules.

DISPUTE RESOLUTION

We shall make an effort to settle all disputes amicably. Any dispute arising out of these Terms which is not settled by mutual agreement/negotiation within 2 (two) weeks shall be referred to mediation by a single mediator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Lagos Multi-Door Courthouse Law. The mediator shall be appointed by both Parties, where both of us are unable to agree on the choice of a mediator, the choice of a mediator shall be referred to the LMDC. The findings of the mediator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with mediation. Venue for the mediation shall be Lagos, Nigeria.

SEVERABILITY

If any portion of these Terms of Use 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 of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

ASSIGNMENT

Assigning or sub-contracting any of your rights or obligations under these Terms to any third party is prohibited. We however reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms to any third party.

UPDATES

Klustar reserves the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We will also try to notify you of any material changes which could be done via the email associated with your account or service notification. By continuing to use our services after the changes become effective, you agree to be bound by the revised Terms.

PRIVACY POLICY

Klustar is committed to managing your Personal Information in line with global industry best practices. You confirm that you have read and understood our privacy policy and agree to be bound by it.

THIRD-PARTY MATERIALS

Certain Website or App functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

Any access or consent you give to such third-party materials is an agreement between you and it, we will have no liability for any loss whatsoever, as a result of any such agreement. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third-Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Website or App at any time. In addition, the availability of any Third-Party Materials through the Website or App does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third-Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

APPLICABLE LAW

These Terms shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.