Terms and conditions

General Provisions

These Terms and Conditions contain and constitute the entire understanding and agreement between us in connection with and about the subject matter of these Terms and Conditions and supersede all earlier and other agreements and understandings between us and all earlier representations by either of us about such subject matter. Any prior representations, warranties, statements, and assurances which are not expressly set out in these Terms and Conditions will be of no effect. Each party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into these Terms and Conditions and which is not expressly set out in these Terms and Conditions and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in them whether by virtue of any usage or course of dealing or otherwise (including by statute or common law) except as expressly set out in these Terms and Conditions.

In the event of a lack of clarity on the interpretation of one or multiple provisions of these general Terms and Conditions, interpretation must adhere to ‘the spirit’ of these provisions.

If a situation were to occur between the parties that is not covered by these general Terms and Conditions, the situation will have to be assessed while adhering to the spirit of these general Terms and Conditions.

The Company reserves the right to reject use of the Platform or registration without having to state reasons or to make an agreement conditional on certain other requirements being met. If the Company decides to reject use of the Platform or registration, the Company will notify the person who submitted the registration within 10 working days after receiving the registration.

Definitions.

“Vendly” shall mean the website or online platform created, developed and designed by the Company for providing this Services.

“Company” or “we” or “Vendly” shall mean Vend Finance and Technologies Limited, a company incorporated under the Laws of the Federal Republic of Nigeria with its registered office at 20b, Lanre Awolokun Road, Gbagada Phase 2.

“Customer(s)” or “you” or “Vendie” shall mean any person who accesses, downloads, uses, views the Platform and the Services rendered on it.

“Online Stores” shall mean Windows Store, Android Google Play, iOS App store or any other online store or portal where the Platform will be made available by the Company to the Vendie, from time to time.

“Platform” shall mean the App and the Website collectively.

“Service” shall mean the services of facilitating exchange of digital assets on social media, gifting money and vouchers between social media users, monetising engagements with brand-incentivised surveys, donation to charities and other notable causes, and charging for informal services.

“Third Party” shall mean any individual, association, partnership, firm, company, corporation, consultant, Subcontractor, or combination thereof, including joint ventures, that is not a party to this Agreement.

“User Data” shall mean any data, information, documents or materials submitted by the Vendie to the Company prior to or during the use of the Platform.

"Website" shall mean www.vendly.com, managed and operated by the Company for the provision of Services.

Use The Platform.

In order to use the Online Platform, you must

1. Accept and agree to these Terms and our Privacy Policy.
2. Be atleast 13 years of age.
3. Register with us on the Website and Twitter.
4. Have a Bank Account with a financial institution.
5. Provide all information requested by us, such as your name, email address, mobile device number, online credentials for your Bank Account, and such other details as we may request from time to time (“User Information”).

You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Vendly Account on the Website; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by calling +16286005036 or emailing team@vendly.com or by updating your Vendly Account via the Website. If we approve your registration, you will be authorized to use the Platform, subject to these Terms.

Each User must have a valid registration for the Platform. User registration are for named Users and cannot be shared with other person(s) but may be reassigned to new named Users from Users who you notify to us in writing have ceased using the Platform. We reserve the right to monitor your and your Users’ use of the Platform to effect these Terms and/or verify compliance with any use limits and/or these Terms.

In the event that your use of the Platform interferes with or disrupts the integrity, security, availability or performance of the Platform, we may modify or temporarily restrict or suspend your use of the Platform immediately and without notice to you. The Parties will cooperate in good faith to resolve the issue as soon as reasonably possible.

Upon your registration on the Platform, you will obtain your login details as provided by you to enable you to connect to the Platform. You will be able to access the Platform using a verified email address and password. The Platform is accessible by you by entering the login details.

We reserve the right at any time to suspend without notice your access to and/or use of the Platform for the purpose of enabling us to carry out essential emergency and/or urgent maintenance. We will use reasonable commercial endeavours to provide you with reasonable advance notice of any scheduled non-emergency maintenance. Scheduled non-emergency maintenance will be performed outside of Business Hours to the extent reasonably practicable. We will use commercially reasonable endeavours to notify you of any unplanned downtime of the Platform and to resolve the issue as soon as reasonably practicable.

Services

Through the Services, you may facilitate exchange of digital assets on social media, gift money and vouchers between you and other social media users, monetise engagements with brand-incentivised surveys, donate to charities and other notable causes and charge for informal services offered on or using any social media identity on our Vendly Platform subject to the fulfilment of the eligibility criteria laid down on the Platform or Online. You understand and acknowledge that the Company is not and has not represented itself as a Social Media platform. You understand that the Company has been appointed to collect, authenticate, track your location, verify and confirm the User Data, documents and details as may be required to provide the Services. The Company is authorized to collect and store the User Data through the electronic form available on the Platform. In order to avail the Services, you are required to register with the Company by logging in online or through the mobile application (“User Account”). During the application process, you shall be required to share and upload the User Data on the electronic form. User Data shall include personal information including but not limited to your name, e-mail address, gender, date of birth, mobile number, passwords, photograph, mobile phone information including contact numbers and browsing history, data and financial information such as bank account number. You agree that the Personal Information shall always be accurate, correct and complete. As part of the Services, you authorize us to import your details and Personal Information dispersed over Third Party Platforms. You understand and acknowledge that we may periodically request for updates on such Personal Information and we may receive such updated information from Third Party Platforms.

We collect, store, and use the data stored in compliance with the Nigeria Data Protection Regulation (NDPR) 2019, hence you hereby expressly out of your own free will and without any undue influence, coercion, fraud, mistake, misrepresentation provide your consent to Vend Finance and Technologies Limited to use, access, modify, store, download, upload or take any other action in relation to any data stored.

Transactions undertaken on your behalf by the Company will be on the basis of your express instructions/consent and will be strictly on a non-discretionary basis. You also authorize Vendly to do any and all that is necessary for provision of its services to you, provided we are in compliance with laws and regulations governing the provision of our Services. Once you verify and upload the User Data and/or other documents and details in the electronic form, the Company shall process the same. Upon the completion of the User Data verification by the Company, our Services may be sanctioned by Company to you, subject to fitting eligibility criteria and other conditions set forth by the Company and the Terms and Conditions of the Social Media platform through which our Service is being utilised.

You understand and acknowledge that you shall be solely responsible for all the activities that occur under your User Account while availing the Services. You undertake that the Company shall not be responsible and liable for any claims, damages, disputes arising out of use or misuse of the Services. By usage of the Services, you shall be solely responsible for maintaining the confidentiality of the User Account and for all other related activities under your User Account. The Company reserves the right to accept or reject your registration for the Services without obligation of explanation.

You understand and acknowledge that, you are solely responsible for the capability of the electronic devices and the internet connection with which you chose to run the Platform. The Platform’s operation or the Services on your electronic device is subject to availability of hardware, software specifications, internet connection and other features and specifications, required from time to time.

The User Data provided during the registration is stored by the Company for your convenience. You are not required to log-in to your User Account, every time, to use or access the Platform. You understand and acknowledge that by accepting these Terms, you authorize us to Track, fetch and use the User Data, including but not limited to your Personal Information, for the purpose of authentication and any updates with regards to your credentials.

Fees and Billings

The Customer is required to pay a percentage of the value exchanged in utilizing the Service unless the Company and you have agreed otherwise or on a different fee.

The Company reserves the right to amend the fees payable for the Services offered on the Platform. The Company agrees to publish fee changes on the website at least four weeks in advance or notify you of a fee change by email.

Confidentiality and Data Security

You are the owner of all data entered and stored in the System by you (who are using the System under the Terms and Conditions.) You are solely and exclusively responsible for the reliability and accuracy of the data.

You understand that the Vendly has been appointed to collect, authenticate, track your location, verify and confirm the User Data, documents and details as may be required for the purpose of rendering the agreed services to you. The Company is authorized to collect and store the User Data through the electronic form available on the Platform. You also understand and acknowledge that the Company reserves the right to track your location ("Track") during the use of the Platform, and also in the event that you stop, cease, discontinue to use or avail the Platform, through deletion or uninstallation of the Platform or otherwise, till the event that your obligations to fulfil any responsibility to Vendly exist. Deletion, uninstallation, discontinuation of our Platform shall not release you from the responsibility, obligation and liability to repay the Outstanding Amount(s).

During the Registration process, you shall be required to share and upload the User Data on the electronic form. User Data shall include personal information including but not limited to your name, e-mail address, employer’s name ("Personal Information"). You agree that the Personal Information shall always be accurate, correct and complete. As part of the Services, you authorize us to import your details and Personal Information dispersed over Third Party Platforms. You understand and acknowledge that we may periodically request for updates on such Personal Information, and we may receive such updated information from Third Party Platforms.

We collect, store, and use the data stored in compliance with the Nigeria Data Protection Regulation (NDPR) 2019, hence you hereby, expressly out of your own free will and without any undue influence, coercion, fraud, mistake, misrepresentation provide your consent to Data Verification Technology Solutions Limited to use, access, modify, store, download, upload or take any other action in relation to any data stored.

The User Data provided during the registration is stored by the Company for your convenience. You are not required to log-in to your User Account, every time, to use or access the Platform. You understand and acknowledge that by accepting these Terms and Conditions, you authorize us to track, fetch and use the User Data, including but not limited to your Personal Information, for the purpose of authentication and any updates with regards to your credentials.

The Company agrees to make a daily back-up of data entered by the Customer to save the data and prevent data loss. Back-ups will be retained for 60 days and then deleted automatically.

The Company is not allowed to use information submitted by you for any purposes other than the purpose for which it is obtained and stored.

If you terminate the Agreement, your data will no longer be available.

You guarantee compliance with all requirements with respect to legitimate processing of the data entered in the System by the you and processed and hosted by the Company. You are responsible for the data hosted or processed using the System. You also guarantee towards the Company that the data is not illegitimate and does not breach third-party rights. You indemnify the Company against any third-party claims on any grounds in relation to this data or the performance of the agreement.

A Data Processing Agreement is a standard part of a subscription to one of the Systems. When taking out a subscription to the System, you accept the Data Processing Agreement. For further details on the processing of personal data, reference is made to the Privacy Policy.

Licence

1. License to use the services and tools offered through our site and: To use the Services, you are required to download and install the App. For this purpose, you represent and warrant that you are of the age of majority as per the Platform applicable laws to which you are subject to and are competent to understand, enter into, and comply with these Terms. The Company grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Platform. The Platform. is licensed and not sold to you and shall only be used as per these Terms.
2. Scope of License: You may use the Platform on/from mobile phones, tablets or any other electronic devices.
3. Maintenance & Support: You acknowledge that while the Company may, at its sole discretion, provide maintenance and support for the Platform from time to time, the Company shall have no specific obligation whatsoever to furnish such services to you.
4. Updates/Upgrades: We may launch new updates/upgrades for the Platform., you may subscribe to the same through the Online Stores. In the event, you choose not to update/upgrade the Platform, certain features or functionality shall not be accessible to you.

Restrictions.

You agree not to:

1. Use the Platform for committing fraud, embezzlement, money laundering, or for any unlawful and/or illegal purposes.
2. Reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform.
3. Reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform.
4. Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable through the Platform.
5. Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable through the Platform.
6. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platform. Upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
7. Upload, post, email, transmit or otherwise make available on the Platform, any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
8. Upload, post, email, transmit or otherwise make available on the Platform, any unsolicited or unauthorized advertising, promotionalmaterials, "junk mail," "spam", "chain letters," "pyramid schemes," or any other form of solicitation.
9. Upload, post, email, transmit or otherwise make available on the Platform, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
10. Disrupt the normal flow of or otherwise act in a manner that negatively affects other user’s ability to engage in real time exchanges.
11. Interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform.
12. Intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of law.

Proprietary Properties of the Company

You understand, acknowledge and agree that the Company is the sole owner of all rights, title and interest, including any and all intellectual property rights in the Platform, Services, logos, trade names, brand names, designs and any necessary software used in connection with the Platform except for Third Party logos, trade names, brand names, designs, which applicable proprietary rights shall vest in the third parties accordingly.

There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by the Company or otherwise. By displaying them on the Platform, the Company is not granting you any license to utilize the proprietary logos, service marks, or trademarks. Any unauthorized use of the same may violate applicable intellectual property laws.

You understand and acknowledge that the Platform is owned by the Company. Nothing under these Terms shall be deemed to be a transfer in ownership, rights, title, from the Company to you or any third party, in the Platform. You are entitled to avail the Service offered by the Company during the validity of your registration with the Company.

Links to Third Party

The Platform may contain links to other websites owned and operated by third parties who are not related to the Platform ("Linked Websites"). The Linked Websites are not under the control of the Company and the Company shall not be responsible for the content of any Linked Websites or any hyperlink contained in a Linked Website and makes no representation or warranty with respect to the content of any such third-party sites.

The Platform provides these links to you as a convenience only and the inclusion of any link does not imply any endorsement of the Linked Website by the Company. Your access or use of such Linked Website is entirely at your own risk. The Company shall not be a party to any transaction between you and the Linked Website. Your use of a Linked Website is subject to these terms and conditions of that respective Linked Website.

The Platform may also contain third party advertisements, if any. The display of such advertisements does not in any way imply an endorsement or recommendation by/of the relevant advertiser, its products or services. You shall independently refer to the relevant advertiser for all information regarding the advertisement and its products and/or services. The Company accepts no responsibility for any interaction between you and the relevant third party and is released from any liability arising out of or in any way connected with such interaction.

Additional Service

You understand and acknowledge that by accepting these Terms and Conditions, the Company reserves the right to introduce you to a Third Party to provide additional Service that may expand your obligations under these terms and conditions.

Refund

Refund requests must be submitted via the Platform in no less than 72 hours after the initiation of an existing or expired vend by the Vendie. Vendly reserves the right to approve all refund request which may take up to 3 business days. All Refunds will be made directly into the bank card linked to the Vendie’s account.

Termination

The Company reserves its rights to terminate these Terms and Conditions in the event:

1. You breach any provision of these Terms.
2. The Company is required to do so under law;
3. Liquidation.
4. The Company chooses to discontinue the Service being offered or discontinue to operate the Platform.
5. The license granted to use the Platform expires.
6. Of non-payment of Outstanding Amount(s).

The Company reserves its right to track you, even when you have uninstalled the Platform or even after termination of these Terms and Conditions, until all your obligations, including but not limited to payment of any Outstanding Amount(s) is in subsistence.

Upon termination of these Terms, the rights and licenses granted to you under these Terms shall cease to exist, and you must forthwith stop using the Platform and the Serviceand 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 your obligations, including but not limited to repayment of any Outstanding Amount(s).

Disclaimer of Warranties

You expressly understand and agree that your use of the Services and the Platform is at your sole risk. The Services and the Platform are provided on an "as is" and "as available" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Any material downloaded or otherwise obtained through the access or use of the Platform is at your own discretion and risk and that you will be solely responsible for any damage to your computer system, electronic data or loss of data that results from the download of any such material. No advice or information, whether verbal or written, obtained by you from the Company, for the Services or through the Platform shall create any warranty not expressly stated in these Terms. The Services are intended for personal, non-commercial use. You shall be solely responsible for the use, misuse, improper usage of the Services and the Platform. The Company shall not be liable for any damages accruing out of the use of the Services which have not been expressly stipulated under these Terms. The Company makes no warranty, including implied warranty, and expressly disclaims any obligation, that:

(a) the Contents are and will be complete, Exhaustive, accurate or suitable to your requirements;

(b) The Platform or the Services will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis;

(c) the results that may be obtained from the use of the Platform or Services will be accurate or reliable.

Indemnity

You agree to indemnify and hold the Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of

(i) your violation of these Terms;

(ii) your violation of any rights of other users of the Platform.

(iii) your use or misuse of the Platform: and/ or

(iv) your violation of applicable laws.

We will indemnify you against all loss, liability or reasonable expense arising out of any claim brought by a third-party that the Platform infringes the Intellectual Property Rights owned or controlled by a third-party, to the extent that the alleged infringement is not based on:

(a) a modification of the Platform by anyone other than us;

(b) use of the Platform in combination with any software, hardware, network or system not supplied or approved by us if the alleged infringement relates to such combination; or

(c) use of the Platform in a manner contrary to our instructions and/or the Documentation..

In the event of a potential indemnity obligation, you shall provide to us:

(i) prompt written notice of the claim or a known threatened claim, such that our ability to defend the claim is not prejudiced; and

(ii) control of, and reasonable assistance in, the defence and settlement of the claim, at our expense. Without our prior written consent, you shall not settle or consent to an adverse judgment in any such claim that adversely affects our rights or interests of or imposes additional obligations on us.

Limitations of Liability

You expressly understand and agree that the Company, including its directors, officers, employees, representatives or the service provider, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from;

(a) use or the inability to avail the Platform

(b) inability to use the Platform

(c) failure or delay in accessing the Platform

(d) any performance or non-performance by the company

(f) server failure or otherwise or in any way relating to the Platform.

You understand and acknowledge that you shall be solely responsible for all the activities that occur under your User Account while availing the Platform. You undertake that the Company shall not be responsible and liable for any claims, damages, disputes arising out of use or misuse of the Platform. By usage of the Platform, you shall be solely responsible for maintaining the confidentiality of the User Account and for all other related activities under your User Account. The Company reserves the right to accept or reject your registration for the Service without obligation of explanation.

Force Majeure

We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these 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 industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or Service to us by third parties; or any other event beyond a Party’s reasonable control.

Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

Notice

All notices given by you to us must be given in writing (including by email) to Vend Finance and Technologies Limited’s registered office address: [•] as may be updated from time to time, or by email to hello@vendly.com.

Unfair Competition

You shall not use the Platform, documentation or any other materials provided by us from time to time, including but not being limited to our Intellectual Property Rights or Confidential Information, to build a competitive product, service or App or to benchmark with a product or service not provided by us.

Change

The Company reserves the right to modify, change, substitute, remove, suspend or update these Terms and Conditions or any information thereof at any time by posting the updated Terms and Conditions on the Platform. Such changes shall be effective immediately upon such posting. Continued use of the Platform or Platform, subsequent to making the changes, shall be deemed to be your acceptance of the revised Terms.

Violations

Please report any violations or grievances with relation to these Terms and Conditions to the Company at hello@vendly.com.

Waiver

If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.

No Partnership or Agency

Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither Party will represent itself as agent, servant, franchisee, joint venturer or legal partner of the other. We are entering into these Terms and Conditions as principal and not as agent for any other Affiliate company and claims under these Terms and Conditions may be brought only against us and not against any of our Affiliates.