Terms & Conditions

Introduction

Terms of Use

These are the terms and conditions that apply to your access to, and use of the Kiowope Capital payment platform (“Platform”) operated in Nigeria by Kiowope Capital Limited (company number 8127637 and registered address 7, Ojo Oyewo Street, Idado, Lekki, Lagos) (“Kiowope Capital”, “we”, “us” and “our”) under license from Kiowope Capital Limited (Kiowope Capital Terms).

References to “we”, “us” and “our’ ‘include our officers, employees, contractors, agents, successors and assignees. Accordingly, please read these Kiowope Capital Terms carefully.

Where we refer to “you” or “your” in these Terms we mean any individual using the Platform.

We may offer you access to your Kiowope Capital account and the Platform generally by the following access methods:

Using the internet (including through the use of a mobile application), which is subject to these Kiowope Capital Terms

By accessing and using the Platform, you acknowledge you have read, and agree to comply with, these Kiowope Capital Terms If you do not wish to be bound by these Kiowope Capital Terms, do not download, access or use the Platform

Acting reasonably, we reserve the right to amend these Kiowope Capital Terms, in whole or in part, for any reason and without your consent including for one or more of the following reasons:

To comply with any change or anticipated change in any relevant law, code of practice, guidance or general banking practice;

To reflect any decision of a court, ombudsman or regulator;
To reflect a change in our systems or procedures, for security reasons;

As a result of changed circumstances (including by adding benefits or new features);

To respond proportionally to changes in the cost of providing the Platform; or

To make them clearer. For any changes that are materially adverse, we will notify You at least 30 days before any changes to these Kiowope Capital Terms take effect.

Any amendments we make do not change the Kiowope Capital Terms of a purchase made prior to the change using the Platform and the payment of the Purchase Price that applied at the time of the purchase. The date at the beginning of these Kiowope Capital Terms will be updated to the date such amendments take effect. You are responsible for checking, and ensuring you

are familiar with, the latest Kiowope Capital Terms applicable at the date of purchase. Your continued use of the Platform after any amendments are made will be at the confirmation of your acceptance of these Kiowope Capital Terms as amended.

Purchasing goods and services on your behalf

The Platform permits you to purchase certain goods and services made available by;

Retailers approved by us (“Merchants”) over the internet securely; and/or

Merchants, at an outlet within Nigeria and within designated localities in Nigeria that are health service partners or equipment supply partners to Kiowope Capital.

Some of the goods and/or services a Merchant sells may not be able to be purchased using the Platform. The Merchant will advise you if this is the case.

When using the Platform in a health facility, offline location or online:

You instruct us to pay for a product or service you identify with the Platform or via a platform approved service provider (“Product” or “Service”, as the case may be), on your behalf, from a Merchant;

Kiowope Capital will pay the full amount of the purchase price for the Product or Service inclusive of GST, delivery costs, booking fees, service charges and other fees the Merchant may impose (“Purchase Price”) to the Merchant;

All transactions on the Platform will be processed in Nigerian Naira and all referencestocurrencyintheseKiowopeCapital termsaretoNigerianNaira;

Where applicable, the Merchant will arrange for delivery of the Product or Service to you (with delivery times dependent on the Merchant and that Merchant’s delivery terms and conditions), and in the case of the Product it will become your exclusive property on delivery;

The Merchant will pay us, or we will deduct, a commission fee for assisting to procure the sale of the Product or Service to you, as the case may require; and you unconditionally, and irrevocably, agree to pay to us the Purchase Price on the terms set out in these Kiowope Capital Terms.

Fees and Payment

You must pay us the Purchase Price for each Product or Service you purchase using the Platform in four to six equal monthly instalments. The first instalment will be due and payable at the next salary date as signified by you salary cycle from the date you purchase the Product or Service. The second instalment will be due and payable on the date that is one month after the date of first payment (at the latest, although you may choose a sooner date if we make this option available to you). Each of the two to four subsequent instalments will be due and payable on the same day of month as the second instalment in the months following.

Each purchase of Products or Services through our Platform is subject to our approval in addition to any transaction limit (“Your Limit”) assigned to you from time to time. You will be charged interest on the amounts you are required to pay to us.

By using the Platform, you grant us authority to charge all amounts owed by you to us in connection with any Product or Service you purchase, or otherwise under these Kiowope Capital Terms (including default fees), to your nominated debit card or credit card. Your payment method will need to be approved by us before you will be able to purchase any Products or Services using the Platform.

You will be responsible for ensuring you have sufficient available funds on your nominated account(s) or sufficient available credit in other accounts you have authorized us to debit, depending on the payment method we register on your account, to enable us to collect all amounts owed by you to us in connection with any Product or Service you purchase, or otherwise, under these Kiowope Capital Terms. You will have sole responsibility for paying all bank and/or card charges associated with any payment method we approve for you.

At any time, you can pay some, or all, of the Purchase Price to us in advance of the due date of the instalment payments referred to in clause 3.1, without penalty. If you make any such early payment, all subsequent instalment payments will be adjusted accordingly so the same amount is due for payment on each subsequent instalment date (unless you prepay the full amount of the Purchase Price in which case there will be no more instalments).

The Purchase Price will include goods and services tax (GST) chargeable under the Goods and Services Tax Act 1985 (as may be amended, consolidated, re-enacted or replaced at any time).

If for any reason whatsoever you fail to, or are unable to, make an instalment payment on its due date, you will have a further 24 hours to pay. If you fail pay within 24 hours of the due date, we will charge you a default fee of 1% flat. If you do not rectify your default by making the missed instalment payment

within the next seven days, we will charge you a further default fee of 1%. As a result, you could be charged, in aggregate, 1% for each instalment payment you miss or which is paid late up to no maximum charge. (By using the Platform, you agree these default fees are fair and reasonable given the time and cost we will incur in dealing with your default).

We may also arrange for a debt collection agency to collect the amount you owe us from you.

You may download the Platform for free (although you will need an internet connection to download, access and use the Platform and you may incur charges or fees from your mobile network provider associated with the same).

You will not, for any reason, set off, deduct or withhold any amount in respect of payments due to us under these Kiowope Capital Terms except to the extent any law requires that you have such a right.

Your account, log in and security

When you first use the Platform, you will be required to provide certain login information (including a username and password and, if you use a Kiowope Capital card, a PIN) that will enable you to access the Platform each time you wish to use the Platform to purchase products or services. You must keep your login information secure to avoid use of the Platform using your login details by other persons.

You must not permit use of the Platform using your login details by any other person. If the Platform is or was used by any other person with your login details, or if you know or suspect any other person has obtained your login details, you must immediately notify us at [email protected]

You must exercise every possible care to ensure the safety of your computer or mobile device by taking all reasonable care to prevent loss, theft and unauthorised or fraudulent use.

If the Platform is used by another person to purchase a Product or Service via the Platform, you will be personally liable to pay the Purchase Price of that Product or Service to us in accordance with these Kiowope Capital Terms.

When making transactions with Kiowope Capital, card details are transmitted through a secure server using Paystack or Flutterwave. Card data is not processed or hosted by Kiowope Capital after processing.

Your relationship with merchants

Fly Now Pay Later is not in any way responsible for the goods or services you order or purchase from merchants, including, without limitation, the quality of such goods and services. Fly Now Pay Later does not provide any endorsements or guarantees for any goods or services offered for sale on third party websites linked to the Fly Now Pay Later Services. Fly Now Pay Later does not warrant the accuracy or reliability of any information or marketing messages contained in the third party websites linked to the Fly Now Pay Later Services. You must contact the merchant to resolve any issues you have with respect to the services you ordered or purchased from the merchant, including, without limitation, any issues relating to shipping and delivery, product warranty, product return, and the terms of any agreements you entered into with the merchant in connection with your order or purchase. Further, you may have certain dispute rights through your credit card issuer if you pay with a credit card. Any disputes filed with your credit card issuer shall be between you and the issuer, and Fly Now Pay Later shall not be held liable for such disputes.

In such circumstances, your obligation to pay the Purchase Price to us continues unaffected.

If:

• •

the Product is returned to the Merchant and not replaced; or
the Service is not provided or not provided to your reasonable satisfaction; and
the Merchant agrees you should receive some or all your money back, your obligation to make the instalment payments will continue unaffected until the Merchant advises us:

the Product has been returned and not replaced; or ii. the Service has not been provided or not provided to your

reasonable satisfaction,

iii.
cleared and immediately available funds, then we will stop charging instalment payments to your debit or credit card (as the case may be) for the relevant Product or Service and arrange to refund all amounts (if any) you have paid to us in respect of the Purchase Price for the relevant Product or Service (other than default fees).

If circumstances arise under Nigerian consumer law where you obtain a refund of all or part of the Purchase Price directly from the Merchant, then your obligation to pay the Purchase Price to us continues unaffected until we have received the full value of Purchase price.

If you are not satisfied with the way in which the Merchant deals with your concern or issue, or your concern or issue is not resolved or otherwise addressed by the Merchant to your satisfaction, you should notify us in writing at [email protected] including details of your complaint. While we will use reasonable endeavors to assist you with your subsequent dealings with the Merchant, until the concern or issue is resolved your obligation to make the instalment payments for the Purchase Price referred will continue unchanged.

the Merchant has refunded the Purchase Price into our bank account in

We provide no guarantee or other assurances in respect of the timing of any refunds as timing will be influenced by the actions of the relevant Merchant and the bank being used.

Your Covenants and Representations

You agree not to use the Platform:

  1. To purchase any Product or Service where payment of the Purchase Price to us in accordance with these Kiowope Capital Terms will, or is likely to, cause you any financial hardship;

  2. For any unlawful, fraudulent or improper purpose;

In any manner which does, or may, damage, disable, overburden or otherwise impair the Platform or interfere with any other person’s use and enjoyment of the Platform;

  1. To introduce any harmful information or materials (which includes any spyware, viruses, worms, trojan horses, harmful scripts or codes or any other damaging items which could interfere with the Platform, our software, hardware, network or computer system); and/or

  2. If you are aware your computer or mobile device has such harmful information or materials installed on it.

  3. You will not remove any restrictions imposed by us, the software or the operating system, that delivers the Platform.

You represent and warrant that:

  • You are 18 years of age or older;

  • The information you provide to us when you access the Platform for

    the first time, and any subsequent information you provide to us, will

    be true, complete and accurate in all respects; and

  • If any of your circumstances change resulting in any information you

    have previously provided to us no longer being true, complete and accurate in all respects you will immediately notify us by email at[email protected]

    Intellectual Property

For the purposes of these Kiowope Capital Terms,“Intellectual Property” means all rights to, and interests in, any copyright, trade mark, patent, design, know-how, trade secret, domain name, rights in software, rights in inventions, and any other proprietary right or form of intellectual property (whether protectable by registration or not).

All Intellectual Property in the Platform is owned by us or our licensors (as applicable) and none of the contents of the Platform may be used, reproduced, copied or distributed, in any way whatsoever, other than for the purpose of using the Platform for your own personal use.

You must not copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post to other applications or websites, change, or otherwise distribute, license, sub- licence or transfer in any form any aspect of the Platform.

If any person claims your use of the Platform infringes a person’s Intellectual Property, you must notify us and allow us to deal with that claim which may, at our absolute discretion, include us, amongst other things, settling or modifying the Platform to the extent necessary to avoid or minimize the claim.

Upgrades and Maintenance

We may, from time to time, issue upgraded versions of the Platform, and/or may automatically upgrade the version of the Platform you are using, without notice to you. If you use the Platform, you will be deemed to have consented to any such upgrades.

You acknowledge the Platform may be unavailable from time to time due to errors, defects, maintenance or events that may be outside of our control.

Termination

You may stop using the Platform at any time. If you also wish to terminate or close your account with us, you will need to email this request to us at[email protected]. If you have made purchases of Products or Services via the Platform for which you have outstanding payments due to us, you remain liable to pay us any remaining amounts up to the full value of the Purchase Price for each such Product or Service until all payments have been made.

We may block, suspend, restrict or otherwise terminate your access to, or use of, the Platform, at any time, without notice or liability to you.

If your access to, or use of, the Platform is blocked, suspended, restricted or terminated, for any reason, this will be without prejudice to our rights and remedies to recover any amounts due and owing by you.

We reserve the right to alter, suspend or terminate access to or use of the Platform, or any particular functionality of the Platform, either temporarily or permanently at any time for any reason, and at our sole discretion, without notice or liability to you.

Limitation of Liability and Indemnity

You have statutory protections under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 (including statutory guarantees relating to title, delivery, quality and fitness for particular purpose of products, and that services will be provided with reasonable skill and care and be reasonably fit for a particular purpose) and these rights cannot be excluded or limited by these Kiowope Capital Terms.

Subject to clause 10.1, to the maximum extent permitted by law and subject to your rights and our obligations under New Zealand consumer law:

Any and all liability and responsibility we may have to you, or any other person, under or connection with your access to, or use of, the Platform, these Kiowope Capital Terms and/or your inability to use the Platform, regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise, is limited to a maximum amount of the Purchase Price of the Product or Service; and

Our liability and responsibility is excluded for any indirect or consequential loss or damage of any kind (including, but not limited to, any loss of opportunity, anticipated savings or unauthorised use).

Subject to clause 10.1, but without limiting our rights and remedies, you agree to indemnify us, as a continuing indemnity, against all costs, losses, liabilities (including legal and other professional expenses on a full indemnity basis), claims, demands, damages, fines and penalties (including any consequential or indirect losses) we may incur or otherwise suffer arising directly or indirectly out of, or in connection with, your access to, or use of, the Platform, except where such loss arises from the mistake, fraud, negligence or wilful misconduct of us, our employees or our agents.

Disclaimers

The Platform is provided on an “as is” and on an “as available” basis.

We are not responsible for any;

1. Corruption or loss of data or other content which you or any other person may experience; or

2. Software, network, computer system, hardware, devices or other equipment that may be harmed, as a result of, or otherwise in connection with, your use of the Platform.

We do not represent or warrant that:

  1. The Platform will function uninterrupted, that it will be error-free, that defects will be corrected or that the Platform, or the server that makes it available, will be free of any virus or other harmful elements; or

  2. The Platform will be compatible with any particular computer or mobile device.

Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and privacy

We are a “reporting entity” for the purposes of the Money Laundering (Prohibition) Act 2004 (“AML/CFT Act”), Accordingly, we are required by the AML/CFT Act to collect certain personal information from and about you (including, but not limited to, satisfactory evidence to enable us to verify your identity). If we require information to satisfy our legal obligations, you must provide the information we request.

We also collect your personal information from you, to provide you with the products or services you have applied for. We may also collect personal information about your computer, mobile device, systems and application software to facilitate the provision of upgrades, product support and other services related to the Platform, including any of its features or tools. This may include, without limitation, collecting location information concerning you if your mobile device has a global positioning system and the device is set to allow your location to be ascertained.

If we do not collect this information or your identification information required to comply with the AML/CFT Act, we will be unable to provide you with our products or services.

By using the Platform you consent to us collecting your personal information and using it for any purpose associated with your use of the Platform and/or our delivery of the Platform to you including (but not limited to):

  1. Ensuring we comply with our obligations under the AML/CFT Act and other laws;

  2. For administrative and credit assessment purposes;

  3. Aggregating your information with the information of others for the purposes of assessing the types of persons using the Platform and

    determining Platform usage trends;

  4. Telling you about products and services offered by us or our affiliate

    companies (unless you tell us not to); and

  5. Sending you push notifications, text messages and/or emails about

    upgrades, maintenance, features, services or other information relating to your access to, or use of, the Platform (including promotional and marketing information concerning the Platform and/or the products and services of the Merchants).

If you have provided your personal information to us or any of our related companies in connection with the operation of the Platform, you consent to us using that information to comply with our obligations under the AML/CFT Act.

You authorize us (or any agents or contractors providing services on our behalf) to disclose your personal information to other persons to the extent required by law, which may include us reporting any credit account information and default by you, these Kiowope Capital Terms and/or for credit assessment purposes (which may include us reporting any default by you in paying amounts due to us to credit assessment agencies).

Subject to reasonably legal allowance, while we will employ technical security measures to protect your personal information, no transmission over the internet can be guaranteed to be completely secure.

We may collect and use information about you (i.e. your computer, mobile device, systems and application software to facilitate the provision of upgrades, product support and other services related to credit information) to debt collection agencies, merchants, mailing houses and financial institutions as necessary to manage activity on your account and to operate the Platform, including any of its features or tools. This may include, without limitation, collecting location information concerning you if your mobile device has a global positioning system and the device is set to allow your location to be ascertained.

You have a right to access the personal information we hold about you by contacting us on [email protected]. You may request that your Personal Information be corrected. Please refer to our Privacy Policy for further details regarding our collection, use and disclosure of your personal information.

General

We will communicate with you through text messages or by email to your email address and you consent to us communicating using the contact details you provide to us.

The provisions of clauses above and any other clauses that are, by their nature, intended to survive termination, will survive the termination of your access to, or use of, the Platform.

  1. You may not, directly or indirectly, assign, transfer or otherwise dispose of any of your rights or interests in, or obligations or liabilities under, these Kiowope Capital We may assign our rights and interests, or novate our agreement with you, at any time without your consent or notice to you (Transfer), provided a Transfer does not materially detrimentally affect your rights under these Kiowope Capital Terms.

  2. No waiver of any breach, or failure to enforce any provision, of these Kiowope Capital Terms at any time by us will in any way affect, limit or

waive our right to enforce and compel strict compliance with the

provisions of these Kiowope Capital
3. If any part of these Kiowope Capital Terms is held by any court or

administrative body of competent jurisdiction to be illegal, void or unenforceable such determination will not impair the enforceability of the remaining parts of these Kiowope Capital Terms, which will remain in full force and effect.

These Kiowope Capital Terms, and any amendments made by us, constitute the entire agreement and understanding (express and implied) between you and us in connection with your access to, and use of, the Platform.

The use of the Platform in Nigeria is governed by, and will be construed in accordance with, the laws of the Federal Republic of Nigeria and the courts of the Federal republic of Nigeria will have exclusive jurisdiction.

You sign up for the Services by accepting these terms. By accepting these terms you also agree to:

  • Mandatory Arbitration of Disputes

  • E-SIGN Consent Agreement

  • Privacy Policy