IT IS IMPORTANT THAT YOU READ THROUGH THESETERMS OF USE CAREFULLY, BEFORE USING THE WEBSITE/APPLICATION (the"SITE"). IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT CLICK ON"I AGREE". MADU RECOMMENDS THAT YOU PRINT OUT THE TERMS OF USE BEFOREAGREEING TO THEM, TO MAKE SURE YOU ACCEPT THEM WITHOUT RESERVATION. IF YOU USETHIS SITE IN ANY WAY WHATSOEVER, YOU ARE AGREEING TO ADHERE TO THESE TERMS OFUSE, WHICH CONSTITUTE A CONTRACT BETWEEN MADU AND YOURSELF.
These Terms and Conditions (the"Terms") set forth the rights and responsibilities of visitors andcustomers that use the website, services, application programming interfaces(APIs), products, and platform relating to services (collectively, the"Services") made available by Madu and its affiliates("Company," "We," "Our" or "Us").Please read these Terms carefully. If you do not agree to these Terms, pleasedo not use the Services. If you are using our Services, you are agreeing to bebound to these Terms as a customer and you represent and warrant that you havethe authority to agree to these Terms. In that case, "you" or"User" or "your" will refer to your business organizationin these Terms.
DEFINITIONS
"Third Party" shall mean anyindividual, association, partnership, firm, company, corporation, consultant,Subcontractor, or a combination thereof, including joint ventures, that is nota party to this Agreement.
"User" shall mean any registered andaccredited business or organization by Madu to operate and use the MaduAccount.
"User Data" shall mean any data,information, documents, or materials submitted by the User to the Company priorto or during the use of the Site.
"Virtual Account" shall mean thewallet account which shall be created by Madu, domiciled with Madu's bankingpartner for the benefit of the User upon Madu's approval of the User's requestto create a profile on its platform.
SCOPE
The Terms define the conditions under whichthe User will access and utilize the Services. Any use of the Site by the Userentails the latter's full and unreserved acceptance of this Terms. The Useraccepts these Terms, acknowledges having reviewed them in their entirety, andtherefore waives any ability to invoke contradictory documentation.
Madu may modify the Terms at any time. Therelationship between the Parties will always be governed by the most recentversion of the Terms on the date of the User's access and use of the Site. Inthe event that these Terms are modified, the User will be asked to agree to thenew terms and conditions, which will be applicable as from the date of thatacceptance.
ACCOUNTCREATION
Before using the Services, you must: (a)accept and agree to these Terms and our Privacy Policy; (b) register with us onthe Site and create an account ("Account"); (c) be duly registeredunder the relevant and applicable laws in your jurisdiction. When you registerfor an Account, you will be required to provide information that will allow us to verify your business and the identity and/or the information of its promoters ("User Information"), including but not limited to:
You may also be required to provide additionalinformation or documentation to allow us to verify your business and/or yourAccount information. We reserve the right to verify the information you provideagainst third-party databases or other sources and you authorize us to makesuch inquiries.
The Services will provide metadata and othercontext for the reporting of payments initiated via Services API or webplatform, available via API, web, or CSV download. You are granted a limited,non-exclusive, non-transferable, non-sublicensable, revocable right to use suchreporting for your internal business analysis purposes only, and for no otherpurpose.
Upon your registration on the Site, you willobtain your login details as provided by you to enable you to access theservices. The Site is accessible by you by entering the Username and Password("Login Details"). In order to ensure optimal security of youraccount, we may request that you set up additional security verificationprotocol which include a Two Factor Authentication. We may also request accessto track your login location or track your device in order to enhance thesafety of your account.
Upon successful registration and provision ofrequired documents, Madu shall review your application and notify you whetheryour application is successful or rejected. Your application may be rejected inthe event where you are unable to submit the required KYC verification detailsor for any other reason which may or may not be communicated to you.
Where your application is successful, we willcreate a Virtual Account for you which might be domiciled with our partnerbank. You hereby grant us the authority to share your User Information with ourpartner bank. Upon creation of your Virtual Account, you will be required tofund the Virtual Account from time to time for the purpose of your transactionon our Platform. You will be able to add more than one user from yourorganization and access levels for each user will depend on your preference.
You understand and agree that Madu is not abank and monies deposited into the Virtual Account will not be deemed as savingand as such will not in any circumstance attract interest. You also understandthat the funds held in your Virtual Account are not insured with any depositinsurance institution. Where you decide to withdraw from your Virtual Accountin a currency different from the currency in which the fund is being held, youagree that such disbursement will be made at the prevailing market rate.
PAYMENTNOTIFICATION
Madu will update the User on the status of itspayment made via the platform; once a transaction is completed, Madu will sendout an email to notify you of such completion. Madu will also provide receipts(either via email or the Virtual Account dashboard in a format that you candownload). The payment's status of your transaction will also be updated to"Failed" if for some reason the payment wasn't completedsuccessfully. Please note that because Madu successfully acknowledges a paymentprocess doesn't mean it has been successfully received by the recipient. Maduwill not be responsible for any errors by you in respect of the accuracy ofrecipient account details and charges from recipient banks nor will Madu beresponsible for the failures or mistakes that may occur as a result of theactivities third party processors, partners banks, intermediary banks orrecipient banks. Madu will also not be responsible for the transaction chargesif monies are refunded.
ACCOUNTSECURITY
The User is given dedicated, secure access totheir account using their Login Details. The User is responsible for thepassword, chosen by them at the time of registration, and undertakes not toshare it with anyone. Madu may not, under any circumstances, be heldresponsible for the consequences of fraudulent use of your login credentials bya third party.
Please contact us immediately atcontact@madupay.com if you believe that your Account has been accessed withoutyour authorization, a transaction that you did not authorize has occurred, atransaction has been processed incorrectly to or from your Account, or yourAccount information or statements contain an error regarding your transactionhistory (each, an "Error").
MAINTENANCEAND ACCOUNT RESTRICTION
We reserve the right at any time to suspendwithout notice your access to and/or use of the Site to enable us to carry outessential emergency or perform urgent maintenance or for such other reason aswe deem necessary. We will also check to be sure that the payment is not goingto an unsupported or restricted region in compliance with the extant Anti-MoneyLaundering/Combating the Financing of Terrorism policies and as we may decidefrom time to time. We will use reasonable commercial endeavours to provide youwith reasonable advance notice of any scheduled non-emergency maintenance.Scheduled non-emergency maintenance will be performed outside of Business Hoursto the extent reasonably practicable. We will use commercially reasonableendeavours to notify you of any unplanned downtime of the Site and to resolvethe issue as soon as reasonably practicable. Madu reserves the right to rejecta payment for any of these reasons or for no reason at all.
CONFIDENTIALITY
We both acknowledge that during the course ofthe transactions contemplated by these Terms, a party (the "DisclosingParty") may find it necessary or appropriate to share ConfidentialInformation (as defined below) with the other party (the "ReceivingParty"). The Receiving Party will: (i) not use the Disclosing Party'sConfidential Information except for the exercise of its rights or performanceof its obligations hereunder; (ii) not disclose such Confidential Informationto any third party, other than its employees and consultants who have a"need to know" for the Receiving Party to exercise its rights orperform its obligations hereunder; and (iii) protect the confidentiality of theDisclosing Party's Confidential Information with the same measures as theReceiving Party uses to protect its own Confidential Information, but using noless than reasonable measures. If the Receiving Party is required by law tomake any disclosure of such Confidential Information, the Receiving Party will first give written notice of such requirement to the Disclosing Party and will permit the Disclosing Party the opportunity to seek to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3)is independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information.
"Confidential Information" means any information provided by one party to the other and concerning such Disclosing Party's business or operations including, but not limited to, all tangible,intangible, visual, electronic, now existing or future information such as (a)trade secrets; (b) financial information, including pricing of the Services;(c) technical information, including research, development, procedures,algorithms, data, designs, code, and know how; (d) business information, including operations, planning, marketing interests, and products; and (e) all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary.
You acknowledge and agree that the Services are not designed with security and access management for processing any Protected Information, and, unless otherwise agreed to by Madu in writing, youagree that Account Data will not include any Protected Information."Protected Information" means (i) any patient medical or other health information; (ii) Personally Identifiable Information, as defined by applicable data protection regulations or (iii) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data concerning a natural person's sex life or sexual orientation.
USER OBLIGATIONS
Obligations relating to the use of the Site,the User agrees to: submit complete, accurate information and to update that information in event of any change refrain from using the Site for fraudulent ends or any other purposes not mentioned in this Terms;
Obligations relating to the content posted bythe User in the Site, the User and/or the Client alone will be responsible forthe content they publish on the Site, namely any content (data, databases,texts, photos, videos, etc.) that they may post on the Site while using itsfeatures. They guarantee that their content will not constitute disorderlyconduct or offensive material, infringe upon any third-party rights (namely inconnection with their intellectual property, privacy, reputation, or image), orcontain any denigrating, defamatory, or discriminating remarks about Madu, andthat it will comply with current laws and regulations. The User will alsorefrain from posting advertising and/or promotional content in the Site, thathas no connection to the purpose of the Site or the Company.
Any violation of any of the User'sobligations, as defined by Articles 6.1 and 6.2, could result in the closure oftheir account by Madu. If Madu closes the User's account for failure to complywith their obligations under this Terms, the Company shall have the right toterminate any and all licenses given to the User.
INTELLECTUALPROPERTY
Ownership; License: Madu owns all rights,titles, and interests in and to the Services including all related intellectualproperty rights. Subject to your compliance with these Terms, you are granted alimited, non-exclusive, non-transferable, non-sublicensable, revocable right touse the Services for your internal business purposes only, and for no otherpurpose. All of our rights not expressly granted by us to you pursuant to theseTerms are retained by Us.
Maintenance & Support: You acknowledgethat while the Company may, at its sole discretion, provide maintenance andsupport for the Site from time to time, the Company shall have no specificobligation whatsoever to furnish such services to you.
Updates/Upgrades: We may launch newupdates/upgrades for the Site, you may subscribe to the same through the OnlineStores. In the event, you choose not to update/upgrade the App, certainfeatures or functionality shall not be accessible to you.
Feedback: We welcome your feedback. If youprovide recommendations, suggestions, improvements, or other feedback(collectively, "Feedback"), you agree that we will have aroyalty-free, worldwide, perpetual and irrevocable license to use and incorporatesuch Feedback into the Services without restriction and without any obligationor compensation to you or any third party.
LIMITATIONOF LIABILITY
IN NO EVENT WILL WE OR OUR LICENSORS ORSUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS ORREVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, ORPUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHERTHEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. IN NO EVENT WILL OUR OR OUR LICENSORS OR SUPPLIERS' TOTALAGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, USE OF THESERVICES BY YOU, OR ANY SERVICES TERM (WHETHER IN CONTRACT OR TORT OR UNDER ANYOTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED THE LESSER OF THEAMOUNT YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THEEVENT GIVING RISE TO THE CLAIM OR $1,000 (WHICHEVER IS LESSER). THE FOREGOINGWILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS. THE FOREGOING WILLNOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT THE TERMSIN THIS LIMITATION OF LIABILITY SECTION ALLOCATE THE RISKS BETWEEN THE PARTIES,AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TOENTER INTO THESE TERMS.
FORCEMAJEURE
We shall not be liable or responsible for anyfailure to perform or delay in performance of, any of our obligations underthese Terms that are caused by events outside of our reasonable control("Force Majeure Event").
A Force Majeure Event includes in particular(but without limitation) the following: strikes, lockouts or other industrialaction; civil commotion, riot, invasion, terrorist attack or threat ofterrorist attack, war (whether declared or not) or threat or preparation forwar; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemicor other natural disaster or Act of God; nuclear, chemical or biologicalcontamination or sonic boom; the impossibility of the use of public or privatetelecommunications networks; the acts, decrees, legislation, regulations orrestrictions of any government; the non-delivery or late delivery of productsor Service to us by third parties; or any other event beyond a Party'sreasonable control.
Our performance under these Terms andConditions is deemed to be suspended for the period that the Force MajeureEvent continues and we will have an extension of time for performance for theduration of that period.
REPRESENTATIONS,AND WARRANTIES
11.1 Mutual Representations and WarrantiesEach party represents and warrants to the other that:
11.2. Madu Representations and Warranties Madurepresents and warrants to the User that:
DISCLAIMER
EXCEPT FOR THE EXPRESS REPRESENTATIONS ANDWARRANTIES STATED IN THIS AGREEMENT, MADU MAKES NO ADDITIONAL REPRESENTATION ORWARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATIONOF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,ACCURACY, TITLE, AND NON-INFRINGEMENT. MADU DOES NOT WARRANT AGAINSTINTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR ANY DELIVERABLES, OR AGAINSTINFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. MADU DOES NOTWARRANT THAT THE SERVICES OR ANY DELIVERABLES ARE ERROR-FREE OR THAT OPERATIONOF THE SERVICES OR DELIVERABLES WILL BE SECURE OR UNINTERRUPTED. MADU EXERCISESNO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASEDUPON THE CLIENT'S USE OF THE SERVICES AND DELIVERABLES. IF MADU IS PROVIDINGPAYMENTS SERVICES PURSUANT TO THE AGREEMENT, MADU MAKES NO REPRESENTATIONS ORWARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PAYMENT REQUESTSTHROUGH THE PAYMENTS SERVICES, AS SUCH PAYMENTS ARE DEPENDENT UPON MANY FACTORSOUTSIDE OF MADU'S CONTROL, INCLUDING BUT NOT LIMITED TO PAYMENT SETTLEMENTTIMES, PAYMENT HOLDS, BANK INFRASTRUCTURE OUTAGES OR OTHER DELAYS IN THEBANKING SYSTEM AND BANK PAYMENT.
NOTICES
Notices. Any notice required or permittedunder the terms of this Agreement or required by law must be in writing andwill be deemed effective: (i) upon delivery when delivered in person; (ii) upontransmission when delivered by verified facsimile transmission or e-mail withdelivery receipt; (iii) when delivered by a recognized national orinternational overnight courier service with some form of tracking mechanism;or (iv) when delivered by certified or registered mail with return receipt.Either party may change its address for notices by notice to the other partygiven in accordance with this Section. All Notices should be sent tocontact@madupay.com
WAIVER
If we fail at any time to insist upon strictperformance of any of your obligations under any of these Terms, or if we failto exercise any of the rights or remedies to which we are entitled under theseTerms, this shall not constitute a waiver of such rights or remedies and shallnot relieve you from compliance with such obligations. A waiver by us of anydefault shall not constitute a waiver of any subsequent default. No waiver byus of any of these Terms shall be effective unless it is expressly stated to bea waiver and is communicated to you in writing in accordance with these Terms.
NOPARTNERSHIP OR AGENCY
Each party is an independent contractor, andneither party has any authority to act on behalf of the other. Neither Partywill represent itself as agent, servant, franchisee, joint venturer, or legalpartner of the other. We are entering into these Terms and Conditions asprincipal and not as agent for any other Affiliate company and claims underthese Terms and Conditions may be brought only against us and not against anyof our Affiliates.
SEVERABILITY
If any term, condition, or provision in thisAgreement is found to be invalid, unlawful, or unenforceable to any extent, theparties will endeavor in good faith to agree to amendments that will preserve,as far as possible, the intentions expressed in this Agreement. If the partiesfail to agree on an amendment, the invalid term, condition, or provision willbe severed from the remaining terms, conditions, and provisions of thisAgreement, which will continue to be valid and enforceable to the fullest extentpermitted by law.
UNFAIRCOMPETITION
You shall not use the Site, documentation orany other materials provided by us from time to time, including but not beinglimited to our Intellectual Property Rights or Confidential Information, tobuild a competitive product, service, or Site or to benchmark with a product orservice not provided by us.
CHANGE TOTERMS
We reserve the right, at Our sole discretion,to modify or replace these Terms at any time. If a revision is a material, Maduwill make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Site and the Services.
TERMINATION
The Company reserves its rights to terminate these Terms and Conditions in the event:
The Company reserves its right to track you,even when you have uninstalled the Site or even after termination of these Terms and Conditions until all your obligations, including but not limited tothe payment of any Outstanding Amount(s) is in subsistence.
Upon termination of these Terms, the rightsand licenses granted to you under these Terms shall cease to exist, and you must forthwith stop using the Site and the Service and repay any Outstanding Amount(s). Notwithstanding anything contained in these Terms or otherwise, the termination of these Terms for any reason whatsoever, shall not affect yourobligations, including but not limited to repayment of any Outstanding Amount(s).
Madu is a financial technology company, not a bank. We operate through licenses obtained across regions and operate via partnerships with fully licensed and nationally chartered banks. If you would like to find out more about the Madu entity that offers you these services, or if you have any other questions, please contact us by email at support@madupay.com.
