Value Payment Solutions Limited Terms Of Use

INTRODUCTION

This document sets forth the terms of use (the “Agreement”) governing the services being provided by Value Payment Solutions Limited (VALUEPAY) through its technology infrastructure (“VALUEPAY”).

We constantly develop our infrastructure to include new features and a better user experience. To facilitate this, we might add or remove certain features; increase or decrease access to our services for your overall user experience.

Kindly check this page regularly to see any changes made to this Agreement.

ABOUT US

Value Payment Solutions Limited (Valuepay)(“We”, “Us” or “Our”) is a payment solutions service provider centered on delivering value through innovation and exceptional user experience; empowering businesses and individuals.

We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse or assume the liability or legality for the products or services that are paid for with our service.

USER AGREEMENT

This Agreement should be carefully reviewed before registering to become a User of our Service. By choosing to register and using the Service, you agree to be contractually bound by this Agreement by accepting this Agreement, or by any use of the Service. If you do not agree to the provisions of this Agreement, you are not authorized to use or access the platform and its services.

REGISTRATION

To use our service, you will have to register and create a User Account. You will provide us with the following information:

1. Full Name
2. Business Name
3. Email Address
4. Phone Number
5. Registered Business Address
6. Business Registration Number

We will need you to give us permission to verify the information provided (by ourselves or through third parties), after which we will approve your account unless deemed risky.

CHANGE OF INFORMATION

In the event that the information you provided us during registration changes including the products and services that you offer, you agree to notify us within 14 business days of such change.

REPRESENTATION AND WARRANTIES

You represent and warrant to Valuepay that:

1. You have the full power and authority to enter into, execute, deliver and perform your obligations in this agreement.
2. You are duly organized, authorised and in good standing with the Laws of the Federal Republic of Nigeria or any state, region or country in which you reside or your business operates.

AGE REQUIREMENT

By using this service, you represent and warrant that you are 18 years of age or older and you agree to be bound by this Agreement. Your access to this platform may be terminated without warning if Valuepay believes, in its sole discretion, that you are under the age of 18 years. We do not knowingly transact or provide services to children under 18 years.

ACCOUNT SECURITY

You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Valuepay will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Valuepay’s Services (including, without limitation, using PIN and/or password-protected personally configured device functionality to access Valuepay’s Services and not sharing your device with other people).

DATA COMPLIANCE AND SECURITY

You agree to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (“PCI DSS Requirements”) and 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.

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.

We acknowledge that you own all your customers’ data. You hereby grant Valuepay a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free licence to use, reproduce, electronically distribute, and display your customers’ data (as may be permitted by applicable law) for the following purposes:

1. Providing and improving our services;
2. Internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data;
3. Complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and
4. Any other purpose for which consent has been provided by your customer.

SOFTWARE LICENSE

We hereby grant you a revocable, non-exclusive, non-transferable licence to use Valuepay’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This licence grant includes all updates, upgrades, new versions and replacement software for your use in connection with Valuepay’s services. If you do not comply with the documentation and any other requirements provided by Valuepay, then you will be liable for all resulting damages suffered by you, Valuepay 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.

TRADEMARK LICENSE

We hereby grant you a revocable, non-exclusive, non-transferable licence to use Valuepay’s trademarks used to identify our services (the “Trademarks”) solely in conjunction with the use of our Services. You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Valuepay (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.

INTELLECTUAL PROPERTY

This Agreement does not transfer to you any intellectual property owned by Valuepay or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Valuepay. All trademarks, service marks, graphics and logos used in connection with our platform or services, are trademarks or registered trademarks of Valuepay or our licensors. Other trademarks, service marks, graphics and logos used in connection with our platform or services may be the trademarks of other third parties. Your use of our platform and services grants you no right or license to reproduce or otherwise use any Valuepay or third-party trademarks. All copyright, trademarks and all other intellectual property rights in all material or content supplied as part of Valuepay shall remain at all times vested in us or our licensors. You cannot, and you will not assist or facilitate any third party to, copy, reproduce, transmit, distribute, frame, commercially exploit or create derivative works of such material or content.

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.

KNOW YOUR CUSTOMER

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 are eligible to purchase your products and services. You are required to maintain updated information about your customers and proof of service or product delivery.

CUSTOMER PAYMENTS

You may only process payments that have been duly authorised by your customer. We do not guarantee or assume any liability for transactions authorised and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged-back transactions, regardless of the reason for, or timing of, the reversal or chargeback.

SECURITY AND FRAUD CONTROLS

VALUEPAY is responsible for protecting the security of Payment Data including Card Holder Data (CHD) in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification. Although, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes. We will however take all reasonable and commercially achievable measures to address any security breach as soon as we become aware.

You agree to use other procedures and controls provided by us and other measures that are appropriate for your business to reduce the risk of fraud.

In the event that you suspect any fraudulent activity by a customer, you agree to notify Valuepay immediately and quit the delivery of the service. In addition, where we suspect that there have been frequent fraudulent transactions on your account, we reserve the right to cancel our service to you and/or your account.

NOTIFICATION OF ERRORS

You agree to notify us immediately if any error is detected while reconciling transactions that have occurred using Valuepay. We will investigate and rectify the errors where verified. In the event that we notice any errors, we will also investigate and rectify such errors.

Where we owe you money as a result of such errors, we will refund the amounts owed to you by a bank transfer to your Bank Account.

If a transaction is erroneously processed through your platform, report it to us immediately. We will investigate any such reports and attempt to rectify the errors. Failure to notify us within 30 (Thirty) days of the occurrence of the error will be deemed a waiver of your rights to the amounts owed due to the error.

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 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.

RESERVES

In our sole discretion, 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 Valuepay 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.

REFUNDS

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 Valuepay to your customers in accordance with this Agreement and relevant Card Network Rules.

TERMINATION

You may terminate this agreement at any time by closing your Valuepay Account. We may suspend your Valuepay Account and your access to Valuepay services and any funds, or terminate this Agreement, if;

• You do not comply with any of the provisions of this Agreement;
• We are required to do so by Law;
• We are directed by a Card Network or issuing financial institution; or
• Where a suspicious or fraudulent transaction occurs.

RESTRICTED ACTIVITIES AND ACCEPTABLE USE POLICY

You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using Valuepay, you agree to comply with the terms and conditions of our Acceptable Use Policy and are restricted from the activities specified in it which you can read on our Acceptable Use Policy page.

PRIVACY POLICY

Valuepay 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.

DISCLAIMERS

WE TRY TO KEEP VALUEPAY AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT 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, VALUEPAY MAKES 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 VALUEPAY, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "VALUEPAY PARTIES") SHALL CREATE ANY WARRANTY.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event will Valuepay, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Valuepay has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Valuepay and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater than one dollar prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or failure of its essential purpose.

INDEMNITY

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

APPLICABLE LAW

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

DISPUTE RESOLUTION

Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration.

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.

MODIFICATIONS

Valuepay reserves the right to modify these Terms of Use at any time and will notify you of any such changes by email. Nothing on this platform or other materials regarding the services is intended to supersede or modify these Terms of Use in any manner. Continued use of the platform after any such changes shall constitute your consent to such changes.

CONTACTING US

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via the contact form.

Send an email to contact@valuepay.ng