Hydrogen's Terms of Service

Welcome to the official website and online service of Hydrogen Payment Services Company Limited. By signing up for an account on this website (www.Hydrogenpay.com), and any of our websites and/or services (“Our services”), you are deemed a merchant and agree to these Merchant Terms of Service including any other document incorporated herein by reference (hereafter these “Terms”).
These Terms represents the agreement between you and Hydrogen and sets forth the terms and conditions under which you may access and use the Service as well as associated risks for the use of our website and services. By using the service, you accept and agree to these Terms, our Privacy Policy and Acceptable Use Policy.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE SIGNING UP AS A
MERCHANT. By accessing or using Hydrogen’s Platforms, you agree to be bound by these Terms. If you disagree with any part of these terms, please do not sign up or use the Site or any of our services.
1. Description of Service
Hydrogen Payment Services Company Ltd (“Hydrogen”, “we”, “us” or “our”) is a payment solution provider that facilitates online payment through its payment gateway and in-person payment through its Point-of-Sale (PoS) terminal which makes it easy for merchants to accept credit and debit card payments online and at physical retail locations from users or customers. (our “service(s)”)

2. Age Restriction
2.1. Our website and any products or services available on or via the website are not intended for use by individuals under the age of 18. We do not knowingly collect personally identifiable information from Children. If you are a parent or guardian and you are aware that your Children has provided us with Personal Data, please contact us at support@hydrogenpay.com.

2.2. If you are under the age of 18, you must not use our website, purchase or attempt to purchase any of our products or services or submit any information about you or anyone else to us.

2.3. If we become aware that we have collected Personal Data from any Children without verification of parental consent, we take steps to remove that information from our database.

3. Signing Up and On-Boarding
3.1. To access our service, you have to create a Hydrogen account by registering with us.

3.2. During the registration process, you will be required to provide certain information including but not limited to your first name, last name, business email, business name, type of business, your phone number.

3.3. You represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.

3.4. Hydrogen may at its option verify the information (by ourselves or through third parties) before approving your account. You hereby irrevocably consent to the processing of your data to such third parties and that the cost of undertaking this verification exercise shall be set off by Hydrogen from your Account without further recourse to you.

4. Account Security
4.1. If we provide you with account information including but not limited to account password and/or PIN, you must keep such information confidential and secret and not disclose it to any third party.

4.2. All account information is provided for use by the named account holder ONLY. You are responsible for any consequences of unauthorized access to your account due to any disclosure of your account information to any third party.

4.3. Where we provide you with the option to select your own login information, including a password and/or PIN, we recommend that you supply information unique to your own use of this website, and do not use information from other accounts you may hold with other websites or any easily discoverable information about you. You are responsible for any consequences of unauthorized access to your account due to any disclosure of your login information to any third party.

4.4. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Hydrogen’s Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access Hydrogen’s Services and not share your device with other people).

4.5. We prohibit the creation of, and you agree that you will not create an account for anyone other than yourself.

4.6. We reserve the right to withdraw access to your account without notice, for any actual or suspected breach of these Terms or any other documentation referred herein, including, without limitation, where we suspect that there has been unauthorized access to your account, or any unauthorized disclosure of your login information.

4.7. If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password. If you are unable to change your password, you must immediately notify us by email at support@hydrogenpay,com

5. Notification of Information Update
In the event that you change any information provided to us at registration including your business name, address, financial institution, mode of payments or the products and services that you offer, or where a corporate restructuring occurs you agree to notify us within 5 (five) days of such change. We are not under any obligation to respond to you if you contact us from an address, telephone number or email account that is not registered with us.

6. Representation and Warranties
You represent and warrant to Hydrogen that:

6.1. you possess the requisite power, approvals, permits, licenses, consent and authority to enter into and perform your obligations under these Terms;

6.2. 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.

7. Data Privacy and Data Security
7.1. 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. Information on the PCI DSS can be found on the PCI Council’s website at https://www.pcisecuritystandards.org/

7.2. 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. This should however not be construed to attach liability to Hydrogen for any unauthorized access to or use of our secure servers and/or any and all CHD stored therein which is not as a result of our negligence;

7.3. We acknowledge that you own all your customers’ data. You permit Hydrogen to share your customers data with Hydrogen’s parent company, subsidiaries, affiliates and third parties who work for us in order to provide the service.You hereby grant Hydrogen a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data (as may be permitted by applicable law) for the following purposes:
a. providing and improving our services;

b. 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;
c. 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
d. any other purpose for which consent has been provided by your customer.

7.4. You hereby acknowledge and grant us express consent to share your personal data, transaction history/ data, business information, and any other data generated by us pursuant to your use of our services with our affiliates, parent- company, sister-companies, subsidiaries, business partners and any other Company within Access Corporation, for business synergy purposes and for the provision of other services to you.

8. Software License
8.1. We hereby grant you a revocable, non-exclusive, non-transferable license to use Hydrogen’s APIs, developer’s toolkit, and other software applications such as the mobile software (the “Software”) in accordance with the documentation accompanying the Software except to the extent that such restriction is expressly prohibited by law. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with Hydrogen’s services. If you do not comply with the documentation and any other requirements provided by Hydrogen, then you will be liable for all resulting damages suffered by you, Hydrogen and third parties.

8.2. 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.

9. Use of Point of Sale (PoS) Terminal and License
9.1. You may apply for and be given our PoS Terminal (the “Device”) and its accompanying software (together the “Equipment”) deployed for your business needs, either through the payment of an upfront purchase fee for the Device or by opting to lease the Device for a fixed period.

9.2. Where you opt for an upfront or instalments purchase of the Device, ownership will pass to you upon the payment completion of the purchase fee. Notwithstanding the payment of the full purchase fee for the device, Hydrogen will charge monthly fees on the maintenance of the Device as well as for the license to use the accompanying software.

9.3. Where on the other hand, you subscribe to lease the Device, we hereby grant you a revocable, non-exclusive, non-transferable license to use the Equipment in accordance with all accompanying documentation which sets out the substantial terms by which your rights, obligations and use of our Device will be

governed. This license grant includes all updates, upgrades, new versions and replacement of the Equipment for your use in connection with the PoS Terminal service. If you do not comply with the documentation and any other requirements provided by Hydrogen, then you will be liable for all resulting damages suffered by you, Hydrogen and/or any third parties.

9.4. Unless otherwise provided by applicable law, you agree not to alter, disassemble or otherwise tamper with the Equipment without our prior written authorization. Upon expiration or termination of this Agreement or any accompanying documentation, you will immediately return the Equipment to Hydrogen. You also agree that you will handle the Device with reasonable care and skill and that Hydrogen reserves the right to decommission and recall such Device for any reason; following which you shall ensure the immediate return of the Device. Hydrogen always reserves the right to review the applicable fees for either the Device or the software license.

9.5. You agree to ensure that only your employees, contractors, agents or other parties working on your behalf (“Authorized Users”) will use the Equipment and that such Authorized Users are notified of the terms and conditions of the Device License and any accompanying documentation prior to using the Equipment. You will also ensure that all use of the Equipment by such Authorized Users is in accordance with these terms or any accompanying documentation.

9.6. You agree that the breach of the forgoing or the use of the Device for fraudulent transactions or any illegal purpose(s) shall immediately entitle Hydrogen to recall the device and revoke the license.

10. Intellectual Property Rights
10.1. Hydrogen’s PoS device with the accompanying software, Web and Mobile application , the processes, and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code (collectively, the “Content”) is owned and controlled by Hydrogen and the design, structure, selection, coordination, expression, look and arrangement of such content is protected by copyright, patent and trademark laws, and various other intellectual property rights. Through your use of the Website, by no means are any rights impliedly or expressly granted to you in respect of such content. Hydrogen reserves the right to change or modify the content from time to time at its sole discretion.

10.2. The trademarks, logos, and service marks displayed on the Web (“Marks”) are the property of Hydrogen. You are not permitted to use the marks without the prior consent in writing of Hydrogen.

10.3. Except as expressly provided herein, you acknowledge and agree that You shall not copy, republish, post, display, translate, transmit, reproduce or

distribute any content through any medium without the prior consent in writing of Hydrogen.

10.4. Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.

11. Use of our Intellectual Property
11.1. Trademark License: we hereby grant you a revocable, non-exclusive, non- transferable license to use Hydrogen’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 use same to gain commercial advantage or pecuniary benefits howsoever against Hydrogen nor 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 design belonging to or licensed to Hydrogen (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product design).

11.2. Copyright & Design: Hydrogen hereby grants you a revocable, non-exclusive, non-transferable license to use Hydrogen’s software in and over its products (including the mobile software and PoS Terminal software) only in connection with the services rendered by Hydrogen. You may also use the PoS device and other Hydrogen’s products in connection with the service but shall not reproduce the design or aesthetic appearance of same in any way. Any other use to the contrary shall be construed as a breach of Hydrogen’s copyright and Design in such software and products respectively.

11.3. You hereby grant Hydrogen 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

11.4. Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all such intellectual property

12. Third Party Content and Services
12.1. The Services may include services, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services. You understand that Third Party Services are the responsibility of the third party that created or provided it and acknowledge that use of such Third-Party Services is solely at your own risk.

12.2. Hydrogen makes no representations and hereby expressly excludes all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.

12.3. Hydrogen does not guarantee the accuracy of Third-Party Content on Hydrogen’s Platform, whether publicly shared or privately transmitted. You acknowledge that all Third-Party Content accessed using the Platform is at your own risk and you will be solely responsible and liable for any damage or loss you or any other party incur resulting therefrom and Hydrogen shall have no liability towards You or any other party for any damage or loss resulting from such Third-Party Content.

12.4. For purposes of these Terms, the term “Third-Party Content” includes, without limitation, any location information, “floats”, logos, images, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Hydrogen on or through the Platform.

13. Confidential Information
13.1. 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.

13.2. 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.

13.3. 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.

14. Know Your Customer Policy
14.1. 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.

14.2. You also 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.

14.3. You are also required to maintain information and proof of service or product delivery to your customer, which proof may be required by Hydrogen to resolve any dispute which may arise.

15. Compliance with Card Network Rules
Each card network has its own rules, regulations and guidelines. You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network Rules at Mastercard, Visa, Verve and other payment cards. The Card Networks reserve the right to amend the Network Rules.

16. Processing Customer Payments
16.1. We may only process payments when authorised to do so by your customer. We will only process transactions that have been authorised by the applicable Card Network or card issuer.

16.2. 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.

16.3. Hydrogen may add or remove one or more payment types or networks at any time. If we do so, we will give you prior notice of the removal as soon as possible.

17. Our Fees & Pricing Schedule
17.1. You agree to pay us for the services we render as a payment solution provider through our gateway and PoS Terminal for your goods and services. Our Fees will be calculated as demonstrated on Hydrogen’s pricing page accessible at fees and pricing schedule. The Fees on our Pricing page is integral to and forms part of this Agreement.

17.2. 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.

18. Payouts
18.1. Subject to these terms, Hydrogen will send to your designated bank or card settlement account (“Bank Account”) all amounts settled and due to you from your transactions, less our fees as stated in the Fee Schedule, any Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to Hydrogen under these terms (“Payout”). If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank account and related information and grant us permission to debit amounts due from your Bank Account.

18.2. After transfer of funds is initiated to your Bank Account, we will update information on your Hydrogen Dashboard to reflect settlement. Information regarding your transactions that are processed and settled using Hydrogen (“Transaction History”) will be available to you when you login to your Hydrogen Dashboard. While we will provide Transaction History in your Hydrogen Dashboard, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Hydrogen account as may be required for your business. Hydrogen is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.

19. Payout Schedule
Your Payout Schedule, which is the time it takes us to initiate a transfer to your Bank Account settled funds from card transactions processed through us is on your Hydrogen Dashboard. We reserve the right to change your Payout Schedule subject to CBN guidelines and other applicable regulations, suspend payouts to your Bank Account or initiate a Reversal should we deem it necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of Hydrogen, or if required by law or court order.

20. How we handle your Funds
20.1. By accepting these terms, you authorize and instruct Hydrogen to receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks.

20.2. Hydrogen reserves the right to withhold your settlement funds pending provision of KYC information required by any law or regulation, by reason of any chargeback(s), or to investigate fraudulent activities.

20.3. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Hydrogen pending settlement and Payout to your Bank Account.

20.4. Settlement funds will be held in a deposit account at Hydrogen’s settlement
bank pending Payouts to you in accordance with the terms herein. We may

periodically make available to you information about pending settlements yet to be received from the Card Networks, and other applicable partners.

20.5. Your authorisation subsists upon acceptance of these terms until your Hydrogen Account is deactivated or terminated.

21. Security and Fraud Controls
21.1. Hydrogen is responsible for protecting the security of Payment Data including CHD in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all your personal information including that of your customers that is stored in our servers from unauthorised access and accidental loss or modification.

21.2. We do not however guarantee the impossibility of unauthorised access by third parties who defeat such security measures and/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.

21.3. 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.

21.4. In the event that you suspect any fraudulent activity by a customer, you agree to notify Hydrogen immediately and quit the delivery of the service to such customer(s). In addition, where we suspect some frequent fraudulent transactions on your account, we reserve the right to cancel our service to you and/or your account.

22. Notification of Errors.
22.1. You agree to notify us immediately any error is detected while reconciling transactions that have occurred using Hydrogen. 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.

22.2. 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. Likewise, where you receive money not due to you or in excess of what is due to you, you shall immediately return same to us.

22.3. If a transaction is erroneously processed through your platform, report to us immediately. We will investigate any such reports and attempt to rectify the errors by crediting or debiting your Bank Account as appropriate.

22.4. Failure to notify us within 45 (forty-five) days of the occurrence of an error will be deemed a waiver of your entitlement occasioned by the error.

23. Chargebacks
23.1. 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.

23.2. 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, our processor, or the acquiring or issuing banks. 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.

24. Reserves
24.1. We may at our sole discretion, reserve a determined portion of your Payouts by holding same in Hydrogen’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 Hydrogen 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.

24.2. To secure your performance of your obligations herein, you hereby irrevocably grant Hydrogen the right to utilize the funds held in the Reserve to satisfy the adjudged outstanding obligations of yours to Hydrogen.

25. 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 Hydrogen directly to your customers in accordance with these terms and relevant Card Network Rules.

26. Restricted Activities & Acceptable Use Policy
You are independently responsible for complying with all applicable laws related to your use of our website and services. You agree to comply with our Acceptable Use Policy accessible at the Acceptable Use Policy page.

27. Privacy Policy

Hydrogen 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.

28. Disclaimers
28.1. WE TRY TO KEEP HYDROGEN AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK.

28.2. 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, HYDROGEN 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 HYDROGEN, 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, “HYDROGEN PARTIES”) SHALL CREATE ANY WARRANTY

29. Limitation of Liability
IN NO EVENT WILL ANY OF THE HYDROGEN PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION(S) IN DISPUTE OR TWENTY THOUSAND UNITED STATES DOLLARS (US$20,000.00) DOLLARS , WHICHEVER IS LESSER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH HYDROGEN’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF HYDROGEN’S WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR OTHERWISE.

30. Indemnity
You agree to defend, indemnify, and hold Hydrogen, 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 these terms

31. Termination
31.1. You may terminate this Agreement at any time by closing or deactivating your Hydrogen Account.

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

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

 

32. Miscellaneous
32.1. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

32.2. 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.

32.3. Modifications & Amendments: We reserve the right, at any time, to modify, alter, or update these Terms of Use without prior notice. You are encouraged to check this page regularly for changes to these Terms. Modifications will become effective immediately upon being posted to our Site, without further notice to you. Your continued use of any of our Site after such modifications are posted constitutes your acknowledgement and acceptance of such modifications, and you may not amend these Terms of Use. Where the amendments are unacceptable to you, please discontinue the use of our services immediately.

32.4. Severability: If any portion of these Terms is adjudged 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 and shall not affect the validity or enforceability of any other part in this Terms.

32.5. Waiver: A waiver of any claim, demand, or right based on the breach of any provision of these terms shall not be construed as a waiver of any other claim or right based on a subsequent breach of the same or any other provisions.

32.6. Status of parties: We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse, have control or assume the liability or legality for the products or services that are paid for with our Service. We do not guarantee any user’s identity and cannot ensure that a buyer or seller will complete a transaction.

32.7. Should you have concerns or experience hitches navigating our website or using our service, please email us at support@hydrogenpay.com

33. Anti—Corruption, Anti-Money Laundering/Combating the Financing of Terrorism (AML/CFT)

33.1. We are committed to observing the highest standards of legal and ethical behaviour in the conduct of their relationship under this Terms of Service. You hereby undertake to comply with the applicable provisions of the Anti- Corruption Laws, and all laws relating to Anti-Money Laundering, terrorism financing etc.

33.2. You undertake that you will not and will ensure that your personnel, agents, contractors, subcontractors and other stakeholders, Affiliates and subsidiaries etc. will not:

a. make, promise, or offer (or accept, request, receive or agree to receive) any gift, payment, reward, rebate, contribution, commission, or any improper influence, incentive, inducement, or advantage of any kind (financial or otherwise) (a “Bribe”), directly or indirectly, to or from: any public official, administrative officer or political any private entity, party or individual; or any political or charitable organizations which would contravene any applicable provisions of the Anti-Corruption/Anti-Money Laundering and Terrorism Financing Laws applicable to you or us; and
b. make, promise or offer (or accept, request, receive or agree to receive) any small gift, payment or improper reward of any kind, which might be considered a “facilitation” or “grease” payment- a small payment made to facilitate or expedite particular functions or services.

33.3. You undertake that you will not, and will ensure that your personnel, agents, contractors, subcontractors and other stakeholders, Affiliates and subsidiaries etc. will not directly or indirectly engage in, promote or support other organisations or individuals who engage in or attempt to commit or promote or support terrorist activity or knowingly provide material support or resources to any individual or entity that commits, attempts to commit, facilitated, or participated in terrorist acts. Specifically, neither you nor us shall allow their various platforms to be used as conduit pipe for financing terrorism activities in Nigeria or anywhere else.

33.4. You undertake that you will not, and will ensure that its personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc. will not engage in any fraudulent practices or by an act or omission, including any misrepresentation knowingly mislead, or attempt to mislead Hydrogen or any other party in order to obtain any financial or other advantage, or to avoid any obligation, to benefit the perpetrator or a related party.

33.5. You undertake that you have complied with and will remain compliant with all anti-money laundering laws and regulations, including without limitation to the Money Laundering (Prevention and Prohibition) Act, 2022 and all other relevant guidelines.

33.6. You shall maintain policies and procedures designed to prevent, and which are likely to prevent, violations of the Anti-Corruption Laws and will conduct the

requisite due diligence in connection with all its transaction and will maintain sufficient information to identify its customers for the purposes of all Anti- Corruption Laws.

 

34. The Right to Audit
34.1. You shall, at any time requested by us, whether during or after completion of the Services, make such Services-related records as may be requested by us available for inspection and audit (including copies and extracts of records as required).

34.2. This right of inspection and audit shall extend to any sub-contractors appointed by us to perform any part of the Services and the cost of producing such records and/or audit shall be borne by you.


35. Security Incident or Data Breach Management and Notification
35.1. Cybersecurity Incident or Data Breach Notification: If you become aware of, or has reason to believe or suspect, that there has been a Cybersecurity Incident or Data Breach, such you shall, promptly, and in any event within twenty-four (24) hours, notify Hydrogen in writing directed to the Chief Information Security Officer (via it@hydrogenpay.com or risk@hydrogenpay.com ) with sufficient information to allow Hydrogen to meet any obligations to report such a Cybersecurity Incident or Data Breach under the Data Protection Requirements or activation of its Incident Management Plan. Such notification shall at a minimum:

a. Describe the nature of the Cybersecurity Incident or Data Breach, the categories and numbers of Data Subjects affected, and the categories and numbers of Personal Data records concerned or involved.
b. Stipulate the name of its Data Protection Officer or other relevant contact person(s) who would supply additional information about the Cybersecurity Incident or Data Breach.
c. Describe the likely consequences of the Cybersecurity Incident or Data Breach
d. Describe the measures taken or proposed to be taken to address the Cybersecurity Incident or Data Breach.

35.2. Cybersecurity Incident or Data Breach Response: Where you experience actual or threatened data breach, you shall keep us up-to-date about developments in connection with the Cybersecurity Incident or Data Breach and measures put in place to forestall a reoccurrence.

36. Environmental Protection
You covenant to making use of alternative products, where such products exist, which are free from harmful toxins, chemicals or gases, or which are manufactured from recycled material, and which are in any case proven to be less detrimental

to the environment in the performance of its obligations under this Terms of Service where applicable

37. Legal Disputes
37.1. All disputes, controversies or differences of opinion whatsoever arising out of or in connection with these terms or predicated upon a claim for breach or non- adherence thereof or otherwise howsoever in relation to these terms which cannot be amicably resolved by the parties shall be solely and finally settled by a sole arbitrator in accordance with the Arbitration and Conciliation Act Cap. A18, Laws of the Federation of Nigeria, 2004.

37.2. The place of the arbitration shall be the Lagos Court of Arbitration (LCA), Lagos, Nigeria and the proceedings shall be conducted in English.

37.3. The Arbitral award shall be final and the cost of arbitration will be borne equally by the Parties.

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

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