BOND MOBILE TECH LIMITED

TERMS OF USE

1. ABOUT THESE TERMS OF USE

1. 1. 1.1.These terms of use (the "Terms") set out the basis on which we provide the BONDPAY Services to you (whether you are acting as an Operator/Warehouse, service provider/service receiver Owner or as a Subscriber) and the rules for using this Website. Please read these Terms carefully before using the BONDPAY Services or this Website.

1. 1. 1.2.By using this Website or any BONDPAY Services, you agree to be bound by these Terms, which shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you may purport to apply under any quotation, offer, acknowledgement, correspondence, or any other document issued by you). We recommend that you print a copy of these Terms for future reference.

1. 1. 1.3.If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and to enter contracts with Operators, subscribers and Subscribers (as applicable) on behalf of such company or other legal entity. In such circumstances, the words "you" and "your" in these Terms will refer and apply to that company or other legal entity.

1. 1. 1.4.If you do not agree to these Terms, you must immediately cease using this Website and any BONDPAY Services. 

1. 1. 1.5.Wherever you access and use this Website and/or any BONDPAY Services from, you agree that you will only use the BONDPAY Services and this Website in a manner consistent with these Terms and any and all applicable local, national and international laws and regulations. To the extent that your use of the BONDPAY Services or this Website is not legal in your territory, you may not use the BONDPAY Services or this Website.

1. 1. 1.6.You are responsible for making all arrangements necessary for you to have access to the BONDPAY Services, including without limitation solely bearing any expenses incurred in making such arrangements.

1. CHANGES TO THE TERMS AND SITE

1. 1. 2.1.BONDPAY reserves the right, at its sole discretion, to update this Website or BONDPAY Services or to update these Terms. Every time you wish to use this Website, please refer to these terms to ensure you understand the Terms that apply at that time.

1. 1. 2.2.When the Terms are updated, updates will be posted on this Website and/or notice of such update will be provided to you by email to the email address you have provided to us. Changes to the Terms will be effective at the time of posting. Your continued access or use of this Website or BONDPAY Services will constitute acceptance of the updated Terms. Additionally, if the updated Terms contain material changes applicable to BONDPAY Services that we are currently providing to you, we will endeavour to provide you with notice prior to the changes taking effect. If the updated Terms are not acceptable to you, you may cease using this Website and the BONDPAY Services.

1. 1. 2.3.We may update and change this Website from time to time to reflect changes to our services, our users' needs, and our business priorities.

1. 1. 2.4.These terms may not be varied by way of an oral agreement.

1. SUSPENSION OR WITHDRAWAL OF THIS WEBSITE

1. 1. We do not guarantee that this Website/App, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of this Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

1. 1. You are also solely responsible for ensuring that all persons who access this Website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

1. ACCESS TO THE BONDPAY SERVICES

1. 1. To access and use the BONDPAY Services for the first time, you must provide the information requested on this Website in order to register with us. Your use of the BONDPAY Services may be as a Subscriber or a service provider.

1. 1. Fake user accounts are not permitted. You must provide us with accurate information.

1. 1. Once you have registered with us and your account has been created, you will be a registered user of the BONDPAY Services unless your account is terminated in accordance with these Terms.

1. 1. You must treat any user account log-in details, user identification codes, passwords, or any other piece of information as part of our security procedures, as strictly confidential. You must not disclose it to any third party or authorise others to use your user account.

1. 1. You may not transfer your user account to any other person or entity. If you know or suspect that anyone other than you have obtained your user identification code or password and/or has accessed your user account, you must immediately notify us in writing by sending an email to com.

1. 1. You must use the BONDPAY Services in accordance with these Terms. We have the right to suspend or disable any user account, identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.

1. OPERATOR SERVICES

1. 1. As described in further detail below and on this Website, the BONDPAY Services allow Subscribers/subscribers to be introduced to the service providers/sellers for the provision of Services and facilitate Subscribers entering into direct agreements with such sellers or service providers ("Operator Services Agreements") on Operator Service Terms (as defined in clause 9 below). Accordingly, if you are using this Website as an Operator, subscribers and service provider, all obligations of Operators described in clause 9 below shall apply to you.  

1. 1. The settlement Services for which support is offered through this Website include warehousing services but may include associated services and other services, as indicated from time to time on this Website or as otherwise communicated to you in writing.

1. ADDITIONAL SERVICES

1. 1. You acknowledge and agree that, in the event a Subscriber and Operator agree the provision of further services originating from a warehouse, including, but not limited to, picking, packing, labelling and fulfilment of any kind ("Additional Services") in addition to specific Operator Services already being provided (or which have been provided) by that Operator to that Subscriber (or by or to entities related to either of them):

1. you must formalise the terms of such Additional Services in a written agreement that is signed by both the relevant Subscriber and Operator (an "Additional Services Agreement"); 
2. such Additional Services shall also constitute Operator Services and the payment of the BONDPAY Fees (as defined in clause 13.2) shall additionally apply in relation to such Additional Services;
3. the BONDPAY Fees applicable to such Additional Services shall be calculated in accordance with clause 13.2;
4. this clause shall apply irrespective of whether the Subscriber and the Operator in question agree to the provision of the Additional Services using the process set out below in these Terms (and including where they do not use this Website in relation to the Additional Services); and
5. BONDPAY may from time to time implement additional functionality on this Website in order to facilitate the request and provision of Additional Services.

1. 1. The Operator must provide BONDPAY with a copy of the relevant Additional Services Agreement, or amendments made to it, within 2 working days of its agreement of the same with the Subscriber.

1. USING THIS WEBSITE AS A SUBSCRIBER

1. 1. If you are using this Website as a Subscriber and wish to receive Operator Services, you will create a request ("Request") for the desired Operator Services using the search filter functionality offered on this Website. You will ensure that all information you provide in the Request will be accurate, up to date, and complete.

1. 1. Once we have processed your Request, we will, via our matching technology, use our reasonable endeavours to provide you with live prices for the requested Operator Services for all of the Operators that we reasonably believe will meet your requirements. BONDPAY makes no representations, guarantees, warranties, or promises that this Website will identify any Operators that will meet the requirements of your Request.

1. 1. You and your preferred matched Operator will then be free to negotiate directly (and at your own risk) the terms under which the Operator will provide the Operator Services (the "Operator Service Terms") with the intention of formalising these in an Operator Services Agreement. You will be able to communicate with your matched Operators directly via this Website's online chat functionality (the "Messaging Tool") in order to address any questions that you might have about your Request, including the Operator Service Terms, the Operator's ability to fulfil your request and/or any special requests you may have.

1. 1. You must read and understand Operator Service Terms fully before accepting them.

1. 1. Once you and your preferred Operator have agreed upon the Operator Service Terms, you must exchange properly signed copies of the relevant Operator Services Agreement. The relevant Operator must then promptly (and in any event within 2 working days) confirm that the relevant Operator Services Agreement has been entered into by the Subscriber and the Operator by using the applicable functionality on this Website.

1. 1. Once signed, the Operator Services Agreement will constitute a legally binding contract between you and the Operator governing the provision of the Operator Services by the Operator to you. For the avoidance of doubt, BONDPAY shall not be a party to any Operator Services Agreement and shall have no obligations or liabilities thereunder. If requested to do so by BONDPAY, you must (whether you are a Subscriber or an Operator) promptly provide BONDPAY with a copy of the Operator Services Agreement and any amendments made to it.

1. 1. The Operator will invoice you directly for any payments due to it under an Operator Services Agreement and any Additional Services Agreement (in addition to any payments for any Additional Services) and any such payments will be payable directly by you to the Operator. If requested to do so by BONDPAY, you must promptly (and in any event within 2 working days) provide BONDPAY with copies of each of the invoices issued by the Operator in respect of monies owed by you under any Operator Services Agreement and any Additional Services Agreement.

1. 1. Operator Services Agreements and Additional Services Agreements are entered into entirely at your risk. BONDPAY is not an Operator of Operator Services or Additional Services and is not party to, and it does not have any liability either to the Operator or the Subscriber under, the applicable Operator Services Agreement(s) and Additional Services Agreements (which are a legally binding contract between you and the Operator) or in relation to any other failure of the Operator to fulfil a Request or to comply with the terms of any Operator Services Agreement or Additional Services Agreement. In the case of any issues relating to the fulfilment or failure to fulfil a Request, the Subscriber must contact the Operator.

1. 1. Cancellation and termination of Operator Services by the Subscriber must be dealt with in accordance with the relevant Operator Services Agreement and/or Additional Services Agreement. As the Subscriber, you must notify BONDPAY in writing within 15 working days in the event of such cancellation and/or termination.

1. 1. 7.10.Unless explicitly specified otherwise in these Terms, BONDPAY's responsibilities and liabilities are limited to this Website and the provision of the BONDPAY Services.

1. 1. 7.11.You as the Subscriber, and not BONDPAY, are solely responsible for ensuring that you comply with your obligations under the Operator Services Agreement(s) and Additional Services Agreement(s). If you anticipate any problems in complying with those obligations, you must immediately notify both the relevant Operator and BONDPAY.

1. 1. 7.12.As the Subscriber, you acknowledge that, in addition to any remedies the matched Operator may have under the applicable Operator Services Agreement and/or Additional Services Agreement, any wilful or reckless breach of your obligations under such Operator Services Agreement and/or Additional Services Agreement will be deemed to be a material breach of these Terms entitling BONDPAY to terminate your user account. Your attention is also drawn to the "Fair Play" obligations relating to Operator Services Agreements and Additional Services Agreements set out at clause 13 below.

1. USING THIS WEBSITE AS AN OPERATOR

1. 1. If you are using this Website as an Operator, this Website will require you to upload certain details including the location, description of the goods or services that the operator intends to render and pricing structure so as to enable its matching technology to match you to Requests that you might be able to fulfil. By registering to use this Website as an Operator, you warrant and represent to us that you have all necessary permissions, consents, authorisations, and licences to provide the Operator Services using such services.

1. 1. You must ensure that the information that you upload to this Website is accurate and current. We accept no liability to you or any third party as a result of a failure by you to provide accurate and up-to-date information to us.

1. 1. If BONDPAY receives a Request from a Subscriber and our matching technology indicates that you might be able to fulfil that Request (a "Subscriber Match"), you authorise us to calculate the price which would be applicable to the Request based on the pricing information you have provided and to present this information to the Subscriber, along with the live pricing information of any other Operator. Provided that the information submitted by the subscriber in the Request is accurate, you shall honour the pricing information that you have provided to us and that we provide to the Subscriber on your behalf. We reserve the right to terminate your user account in the event that we suspect, acting reasonably, that you have provided artificially low pricing information to us in order to increase the likelihood of your being contacted by matched Subscribers.

1. 1. We shall retain exclusive control of the order in which matched Operators will be displayed to Subscribers on this Website.

1. 1. We do not accept responsibility or liability for the accuracy of Requests received from Subscribers and cannot guarantee that the details of such Requests or the contact details of Subscribers will be accurate.  

1. 1. BONDPAY makes no representation, warranty, guarantee, or promise that you as an Operator will achieve any Subscriber Match.

1. 1. If you achieve a Subscriber Match, the relevant Subscriber will be able to contact you directly via the Messaging Tool.

1. 1. Once both you and the Subscriber have confirmed acceptance of the Operator Service Terms, you must promptly submit the Request as 'accepted' using the functionality offered on this Website and provide BONDPAY (in any event within 2 working days of such acceptance) with a copy of the relevant Operator Services Agreement and any amendments made to it.

1. 1. Once signed, the Operator Services Agreement will form a legally binding contract between you and the Subscriber governing your provision of the Operator Services to the Subscriber.

1. 1. 8.10.Operator Services Agreements and Additional Services Agreements are entered into entirely at your own risk. BONDPAY is not an Operator of Operator Services or Additional Services and is not party to, and it does not have any liability either to the Operator or the Subscriber under the applicable Operator Services Agreement or Additional Services Agreement (which are a legally binding contract between you and the Subscriber) or in relation to a Subscriber failing to fulfil any of its obligations in relation to a Request (including failure to pay). In the case of any issues relating to a failure of a Subscriber to comply with its obligations under an Operator Services Agreement, Additional Services Agreement, or other Request, you must contact the Subscriber.

1. 1. 8.11.Unless explicitly specified otherwise in these Terms, BONDPAY's responsibilities and liabilities are limited to facilitating the availability of this Website and the provision of the BONDPAY Services.

1. 1. 8.12.BONDPAY shall provide an option of insurance for the provision of the Operator Services to secure the payment for the services or goods.

1. 1. 8.13.You as the Operator, and not BONDPAY, are solely responsible for ensuring that you comply with your obligations under the Operator Services Agreement and Additional Services Agreements. If you anticipate any problems in complying with those obligations, you must immediately notify both BONDPAY and the Subscriber in writing.

1. 1. 8.14.You acknowledge that, in addition to any remedies the Subscriber may have under the applicable Operator Services Agreement(s) or Additional Services Agreement(s), any wilful or reckless breach of your obligations under such them will be deemed to be a material breach of these Terms entitling BONDPAY to terminate your user account and a restitution.

1. DATA PROTECTION

1. 1. Any personal data that you provide to us shall be handled in accordance with our Privacy Policy and Cookie Policy and in accordance to the Nigeria data protection Act 2023. 

1. 10.ACCEPTABLE USE OF THIS WEBSITE

1. 1. 10.1.BONDPAY wishes to encourage Subscribers and Operators to adopt the highest standards of conduct and performance in the use of this Website. 

1. 1. 10.2.Without prejudice to the other requirements set out in this Terms, your use of this Website, including other functionalities like the Messaging Tool, and receipt of the BONDPAY Services, and your provision or receipt of Operator Services shall:

1. 1. not breach any applicable local, national or international law or regulation;
   2. not be in breach of these Terms or knowingly in breach of any Operator Services Agreements or Additional Services Agreements in effect between you and another Subscriber or Operator;
   3. not be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
   4. not be used to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
   5. not be used to access or reproduce or copy without authority, interfere with, damage or disrupt any part of this Website.
   6. not be used to provide any false, misleading, or inaccurate information;
   7. not be used to promote or advertise BONDPAY's competitors or otherwise solicits business away from BONDPAY;
   8. not be used to circumvent or attempt to circumvent any fees which would or may otherwise be payable to BONDPAY in relation to Operator Services;
   9. not promote any illegal activity, be deceptive, defamatory of any person or legal entity, obscene, offensive, hateful, inflammatory or be likely to harass, upset, embarrass, alarm, or annoy any other person;
   10. not infringe any intellectual property rights of any other person or breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence or privacy;
   11. not provide a means through which you will derive any compensated or monetary benefit by any third party or which could be construed as an advertisement;
   12. not alter, steal, corrupt, disable, destroy, trespass, circumvent or violate any security or encryption of this Website, the Messaging Tool or any computer file, database or network nor provide a means of doing the same; 
   13. not be obscene, offensive, hateful, or inflammatory; 
   14. not bully, insult, intimidate or humiliate; 
   15. not promote sexually explicit material;
   16. not promote discrimination based on race, religion, nationality, disability, age, sex, sexual orientation, gender reassignment, marriage or civil partnership, or pregnancy or maternity;
   17. xvii.not impersonate any person or misrepresent your identity or affiliation with any person; 

1. 1. 10.3.Failure to comply with this clause constitutes a material breach of these Terms and may (amongst other remedies) result in our withdrawal of your right to use this Website, termination of these Terms, our taking legal action against you and/or disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

1. 1. 10.4.If you have any concerns or complaints or want to report an issue related to the Messaging Tool, please contact BONDPAY by email at: ……….com.

1. INTELLECTUAL PROPERTY

1. 1. 11.1.All Intellectual Property Rights subsisting in or arising out of or in connection with the Platform and the provision of Art of the subscribers and service provider’s Services shall be owned by, and shall remain owned by, BONDPAY or its licensors (as applicable).

1. 1. 11.2.In the event that feedback, improvements, or other suggestions are volunteered for the purpose of improving this Website or BONDPAY’s Services or other relevant Platforms, BONDPAY is free to incorporate or use same in any way BONDPAY determines and shall own any and all Intellectual Property Rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Platform or BONDPAY’s Service. The Operator hereby assigns to BONDPAY, absolutely with full title guarantee all property, right, title and interest in and to all present and future Intellectual Property Rights subsisting in any such Feedback, and irrevocably and unconditionally waive in favour of BONDPAY any and all moral or equivalent rights currently or at any time possessed in respect of the Feedback insofar as legally possible in any part of the world. 

1. 1. 11.3.No part of the content on this Website shall be used for commercial purposes without obtaining a licence to do so from BONDPAY or our licensors.

1. 1. 11.4."BONDPAY" is a trademark of BOND MOBLIE TECHNOLOGIES LIMITED and may not be used by without written authorization or used in connection with any product or service that is not BONDPAY's or in any manner that is likely to cause confusion among any third party or in any manner that disparages or discredits BONDPAY. 

1. 1. 11.5.BONDPAY shall have irrevocable, royalty-free, fully paid-up, sub -licensable (through multiple tiers) licence to use content (including, without limitation, creating and using derivative works) provided on this Website or other relevant Platforms.

1. 1. 11.6.Further, to the fullest extent permitted under applicable law, you waive all moral rights in such content and agree not to assert such rights or any other Intellectual Property Rights held by the you in such content against BONDPAY and BONDPAY’s sublicenses or assignees.

1. 12.INDEMNITY

1. 1. 12.1.You agree to indemnify BONDPAY and its staff, affiliates agents, partners, and representatives from and against any and all claims and liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal and professional fees and expenses) arising out of your use of this Website or receipt of BONDPAY’s Services or provision/receipt of Operator’s Services. 

1. 13.LIABILITY AND ADDITIONAL DISCLAIMERS

1. 1. 13.1.The content on this Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on this Website.
   2. 13.2.Although we make reasonable efforts to update the information on this Website, we make no representations, warranties or guarantees, whether express or implied, that the content on this Website is accurate, complete, or up to date, and will bear no liability for loss or injury suffered therefrom by you.

1. 1. 13.3.BONDPAY disclaims and excludes any and all liability in respect of the use of this Website which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption, or unavailability of this Website. This Website is provided on an "as is" and "as available" basis and BONDPAY may make changes to this Website at all times.

1. 1. 13.4.BONDPAY shall not be liable to you for any: 

1. 1. direct or indirect loss of profits;
   2. direct or indirect loss of sales, revenue, or business;
   3. direct or indirect loss of agreements or contracts;
   4. direct or indirect loss of anticipated savings;
   5. business interruption;
   6. loss of use or corruption of, or damage to, software, data, or information;
   7. direct or indirect loss of business opportunity, or direct or indirect loss of or damage to goodwill or reputation; and 
   8. any indirect, special, or consequential loss or damage.

1. 1. 13.5.To the fullest extent permitted under applicable laws, BONDPAY excludes all implied conditions, warranties, representations, or other implied terms that may apply to this Website and any content on it.

1. 1. 13.6.BONDPAY does not guarantee that this Website will be secure or free from bugs or viruses. 

1. 1. 13.7.The Operator agrees that by using the Platform or BONDPAY’s services, BONDPAY is excluded from any claim for legal remedy or liability sought to be obtained for actions or omissions of Users and any such action will be limited to a claim against the particular User under the applicable Operator services agreement. BONDPAY’s liability to the Operator is limited to the provision of the Platform.

1. 1. 13.8.Where this Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by BONDPAY of those linked third-party websites or information obtained therefrom. 

1. 1. 13.9.In providing the BONDPAY Services, BONDPAY does not endorse any Subscriber, Operator or Operator Services. Your interaction with any Operator or Subscriber is solely at your own risk. You acknowledge, understand, and accept that: 

1. 1. any Operator or Subscriber and any other third party that we may introduce to you pursuant to these Terms of Use or as part of the BONDPAY Services is independent from us and is not our agent, affiliate, subcontractor, employer, or employee, and is not in a legal partnership or joint venture with us; 
   2. neither we nor any of our staff or affiliates have any control over or responsibility for any Operator or Subscriber (including for any Operator Services or Additional Services that you receive or for any monies owed to you by a Subscriber), and that neither we nor any of our staff or affiliates are in any way responsible or liable for and make no guarantees, representations, or warranties in respect of the lawfulness, adequacy, fitness for a particular purpose, quality, reliability, professionalism, or trustworthiness of any Operator or Subscriber with which you enter into any Operator Services Agreement or Additional Services Agreement, or to or from which you provide or receive any Operator Services, Additional Services, or other services; or the commercial or legal implications of any Operator Services Agreement or Additional Services Agreement that you enter into with any Subscriber or Operator pursuant to these Terms of Use or of any Operator Services, Additional Services, or other services that you may provide or receive to or from such Subscriber or Operator.

1. 1. 13.10.Accordingly, to the fullest extent permitted under applicable laws, we shall not be liable in any way for any losses, liabilities, claims, demands, or damages (howsoever caused) that you, your staff, your agents, your affiliates, or your subcontractors may incur or suffer directly or indirectly and arising out of, due to, or in connection with any acts, errors, omissions, representations, warranties, breaches, or negligence of any Operator or Subscriber with which you may enter into any Operator Services Agreement or Additional Services Agreement. We shall not be vicariously liable for any acts, errors, omissions, representations, warranties, breaches, or negligence of any such Subscriber or Operator.

1. 1. 13.11.You are required by BONDPAY to provide accurate information. We do not routinely attempt to verify information provided by Subscribers and Operators and we make no representations, warranties, promises, or guarantees in relation to: (i) the accuracy of such information; or (ii) any Subscriber's or Operator's identity. If you become aware that any Subscriber or Operator has provided false or misleading information to BONDPAY, please inform us immediately by emailing us at ……...com.

1. 1. 13.12.By using this Website or BONDPAY Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Subscribers or Operators will be limited to a claim against the particular Subscriber or Operator under the applicable Operator Services Agreement. Our liability to you is limited to the provision of this Website and BONDPAY Services.

1. 14.TERMINATION

1. 1. 14.1.You may terminate these Terms at any time by notifying us by email to …….com.

1. 1. 14.2.Without limiting our rights specified below, BONDPAY may terminate these Terms for any reason at any time by giving you notice via email to the email address associated with your account.

1. 1. 14.3.BONDPAY may immediately terminate these Terms by notifying you in writing (such notification having immediate effect) if: 

1. 1. 1. you have materially breached these Terms; 
      2. you have provided inaccurate, fraudulent, outdated or incomplete information to BONDPAY or a Subscriber or Operator; 
      3. you have violated applicable laws, regulations or third party rights; or 
      4. BONDPAY believes in good faith that such action is reasonably necessary to protect the safety or property of other users of this Website or BONDPAY Services, BONDPAY or third parties, for fraud prevention, risk assessment, security or investigation purposes.

1. 1. 14.4.In addition BONDPAY may deactivate or delay the notification of Requests or limit your use of or access to this Website (including the Messaging Tool) or the BONDPAY Services if you have breached these Terms, whether in a material and non-material manner; or  BONDPAY believes in good faith that such action is reasonably necessary to protect the safety or property of other users of this Website, BONDPAY or third parties, for fraud prevention, risk assessment, security or investigation purposes.

1. 1. 14.5.In case of non-material breaches and where appropriate, you will be given notice of any measure by BONDPAY and an opportunity to resolve the issue to BONDPAY's reasonable satisfaction.

1. 1. 14.6.If you or we terminate these Terms for any reason (or if these Terms expire):

1. 1. any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after such termination or expiry shall remain in full force and effect;
   2. any Agreement that is effective between you and BONDPAY will remain in effect; 
   3. BONDPAY Fees owed by you to us under and in accordance with the Terms shall become immediately due and payable; 
   4. any Operator Services Agreements or Additional Services Agreements in effect between you and any Subscriber or Operator at the date of termination shall not be affected and will continue in effect in accordance with its terms until terminated or expired. In addition, you acknowledge that these Terms may continue (and BONDPAY may continue to provide the BONDPAY Services) in relation to any such Operator Services Agreements or Additional Services Agreements in effect at the date of termination.

1. 15.CONFIDENTIALITY

1. 1. 15.1.Subject to and save as expressly permitted in clause 15.2 below, each party undertakes that it shall not at any time during the term, and for a period of …… years after termination or expiry of these Terms, disclose to any third party any confidential information of the other party concerning the business, current and future business plans, development plans, strategies, methods, operations, processes, affairs, know-how, trade secrets, subscribers, clients, or Operators of that other party.

1. 1. 15.2.Confidential information shall include any information expressly identified by the part that provided same, as confidential, or privileged, as well as any information whose disclosure would, or would be likely to, prejudice the commercial interests of the party that disclosed same.

1. 1. 15.3.Reasonable disclosure of confidential information shall include disclosure:

1. to employees, officers, staff, personnel, representatives, subcontractors, and/or professional advisers who strictly need to know such information for the purposes of carrying out the obligations under these Terms and the party disclosing same must ensure that the recipients of such confidential information comply with the whole of this clause 15 and sub-paragraphs
2. made subject to the prior written consent of the subject of such confidential information; and
3. required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, where you shall (as far as permitted under applicable laws) give to us prompt written notice of such requirement and you shall fully co-operate our reasonable requirements in relation to any disclosure you are required to make before making such disclosure. 

1. 1. No party shall use confidential information for any purpose other than to perform its obligations and exercise its rights under these Terms.

1. 16.MISCELLANEOUS 

Further Disclaimer

1. 1. 16.1.We shall not be liable to you if we are hindered or delayed in, or prevented from, performing our obligations under these Terms due to any event or series of events beyond our reasonable control.

1. 1. 16.2.Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

1. 1. 16.3.All warranties, conditions, terms, and representations not set out in these Terms of Use (whether implied by statute or otherwise) are hereby excluded to the fullest extent permitted by law.

Entire Agreement

1. 1. 16.4.These Terms, together with any relevant Agreement, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

No Partnership or Agency

1. 1. 16.5.Nothing in this Agreement is intended to or shall be deemed to establish any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Notices

1. 1. 16.6.Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by BONDPAY; via email (in each case to the address that you provide); or by posting to the Platform.

Severance

1. 1. 16.7.If any provision or part-provision of this Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Terms.

Assignment

1. 1. 16.8.BONDPAY may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.

1. 1. 16.9.You shall not, without the prior written consent of BONDPAY (such consent being at BONDPAY's absolute and sole discretion), assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms.

Waiver

1. 1. 16.10.A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

Enforcement

1. 1. 16.11.Except stated otherwise, no-one other than a party to these Terms shall have any right to enforce any of its terms.

Jurisdiction

1. 1. 16.12.These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Nigerian law.

1. 1. 16.13.Each party irrevocably agrees that the Nigerian courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or their validity, subject matter, or formation.