1. MERCHANT ONBOARDING- ACCESSPOWER PAYMENTS SOLUTION SERVICES LIMITED

Welcome to Access power Payments Solution Services Limited (“Access power,” “Our Company” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of our platform for merchant onboarding (“Service”). By using our Service, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you may please review your use of our service(s).

In this Agreement, the following expressions shall, have the meanings ascribed to them below unless the context clearly indicates the contrary:

"Agreement" means this Terms of Service together with all annexures and schedules, and any amendments, additions, modifications as mutually agreed in writing between the Parties from time to time.

"API" means Application Programming Interface, which is a software intermediary that enables technology platforms or applications communicate with each other.

"Business Day" means a day other than Saturday, Sunday or Public Holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria.

"Confidential Information" as used in this Agreement shall include:

• all communications, information, Intellectual Property, whether written, visual or oral, capable of giving some competitive business advantage, or the opportunity of obtaining that advantage, or the disclosure of which could be detrimental to the interest of the Disclosing Party, including but not limited to business plans, results, reports, date, formulae, process, investors, shareholding/shareholders, technical information, Information Technology (IT) security information, corporate information, materials, designs, specification of products, know-how, software programs and samples, and information concerning the trade secrets, customers, marketing, business associations, finances, financial arrangements, Personal Data, financial projections, current or future business plans and models, technical or commercial affairs of the Disclosing Party, including other documents in respect of the Disclosing Party or its business prepared or generated by the Disclosing Party which contain or otherwise reflect or are generated from the information specified above, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure;
• all names, addresses, phone numbers, age, dates of births, verifiable identification, identification numbers, government data or identity information, Bank Verification Numbers (BVN), account transaction histories, account balances, account numbers, and any data, files, messages, or other information shared or processed pursuant to this Agreement;

"Data Protection Laws" means all data protection laws and regulations applicable to a Party's processing of Personal Data under the Agreement, including the Nigeria Data Protection Regulation 2019 (NDPR) or any modification or amendment thereof.

"End Customer" shall mean the retail customers to whom Merchant offers to sell or sells or from whom Merchant receives offers to purchase the Products through the Platform.

"End Customer Database" shall mean all data / information (as may be updated from time to time) about the persons/ entities including their names, addresses, contact details, queries, orders and other requests made available by such persons / entities on the Platform or otherwise captured by the Platform that shall further include the usage, behavior, trends and other statistical information / data relating to such persons / entities, who (i) access the Platform or otherwise get invitation to the Platform or correspond with the Platform, (ii) place any order for Products on the Platform, or (iii) send any enquiry/ request with respect to the Platform, and shall include all analysis and records based on such aforementioned information, including the spending and other patterns of such persons/entitles and Products. For the avoidance of doubt, any list, description or other grouping of consumers or customers or any derivative work from End Customer Database shall be deemed to be End Customer Database.

"Intellectual Property" means all patents, rights to inventions, copyrights and any related rights, design rights, performer’s rights, trade marks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, rights to use, and protect the confidentiality of, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future exercisable in any part of the world.

"Platform" means all our platforms, application, websites, provided to the Merchant by the Company.

"Processing" or "Process" means any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing or process. It includes any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether by automated means, such as collection, recording, organizing, structuring, storing, adapting, or altering, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.

"Receiving Party" means a Party that receives any Confidential Information from the Disclosing Party.

"Report" means the findings of the Company, being the result of the Verification exercise executed by Our Company pursuant to the Request of the Merchant under this Agreement.

"Request" means an instruction by the Merchant containing the relevant information relating to a Subject, to be Verified by Us.

"Service(s)" means the provision of e-commerce platform services to the Merchant under this Agreement.

"Subject(s)" means a natural person who can be identified directly or indirectly by reference to his/her Personal Data and whose Personal Data/information is disclosed to Us for Verification or any other purpose.