Terms of Use

Last updated 1st March, 2024

 

 

This Terms of Use (“Terms of Use/Agreement”) is a legal agreement between you (“You” /“Your”/ “Customer”), and Pade HCM Limited (“Pade” “Us” “Our” “We”). This Agreement contains the terms and conditions that govern the use of Pade’s all-in-one HR platform, hosted by Pade directly, and through its website application (https://www.padehcm.com) (the “Platform”) and the associated domains thereof.

By accessing or using the Platform or signing up to create a profile (“Pade Profile”), You acknowledge that You have read, understood, and agree to be bound by this Terms of Use, where applicable effective as of the date of such action. You also agree to comply with all agreements, applicable laws, and regulations incorporated into this Terms of Use. The provisions of this Terms of Use shall govern Your use of the Platform, and the business relationship between You and Pade. If You do not accept the terms of this Terms of Use, do not access or use this Platform or the services. If You are agreeing to this Terms of Use on behalf of a business, You hereby represent and warrant that You are the authorised representative (Authorised Representative) of that business and that You have the authority to bind that business with the understanding that this Agreement will be binding on that business. We reserve to take legal action against You, in the event that this representation is false.

Pade reserves the right to amend this Terms of Use at any time and may notify You of any such changes by posting the revised Terms of Use on Platform. All changes shall be effective upon posting. You should check this Terms of Use periodically for such changes. Your continued use of the Platform after any such changes to this Terms of Use constitutes Your agreement to be bound by such changes. Pade may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability where such is necessary to protect the commercial interests of Pade.

You acknowledge and agree that Your use of the Platform, including information transmitted to or stored by Pade, is governed by Our Privacy Policy.

About Pade

Pade offers a simplified and seamless HR management and a global payroll process for businesses of all size through the Platform and also offers other associated products and services. Any new feature, tools or products shall also be subject to this Agreement (collectively “our Services”).One or more of our services or products may be governed by a different terms of use. If You subscribe or sign-up to such other products or services, You will be bound by the terms of use governing Your use of that product or service.

 

For the purpose of this Agreement, “Pade Materials” shall mean the Services and specifications, documentation, systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Pade or any of its Subcontractor in connection with the Services or other wise comprise or relate to the Services. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data. “Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from the Customer or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User. “Resultant Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. “Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Pade. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, data base protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 

1. ABOUT YOUR USE OF OUR SERVICES

 

1.1 Pade hereby grants You a non-exclusive, non-transferable right to access and use the Services during the term agreed with You (the “Term”), solely for use by You in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Pade Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Pade Materials, and the Third-Party Materials are and will remain with Pade and the respective rights holders in the Third-Party Materials.

1.2 The Platform and the Services may contain links to third-party Platforms or resources. Pade provides these links only as a convenience and is not responsible for the content, products, or services on or available from those Platforms or resources, or links displayed on such Platforms. You acknowledge that it is the sole responsibility for, and assumes all risk arising from, Your use of any third-party Platforms or resources. The applicable partners may require You to agree to terms and conditions or agreements with respect to their provision of the relevant services to You. You hereby authorize Pade to submit to the applicable partner any and all documents and information about You, Your business and Your business’ employees that are necessary for such Partner to provide the Third-Party Service to You, including, without limitation, Your payroll information, bank account information, Your employees’ bank account information, and any additional information, such as the personal information of Your employees, requested by such partner that You have provided to Pade in connection with this Term of Use and Your receipt of the Services(collectively, the “Shared Information”).You are responsible for the accuracy of all Shared Information. You represent and warrant that You have all the rights in and to any Shared Information necessary to provide Shared Information to Pade and for Pade to provide it to Partners, and that Pade’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by consenting and authorizing Pade to submit Your Shared Information to a Partner, You have waived and released any claim against Pade and its directors, officers, and employees arising out of a partner’s use of Your Shared Information, even if that use is not authorized by the applicable agreement between You and the relevant partner.

 

2. YOUR PROFILE AND THE PADE WALLET

2.1 You hereby declare that You are a human being over 18 years of age and of a sound mind, or at least the age of majority in the jurisdiction where You reside and from which You use the Platform. Your Pade Profile may be deleted without warning, if We believe, in Our sole discretion, that You are less than 18 years of age.

2.2 In order to create a Pade Profile and access the Services, You would be required to create an account and to provide information such as the relevant  business name, email address, phone number and the number of employees You have.

2.3 We reserve the right to deactivate Your Pade Profile, on suspicion of illegal activities or other activities that directly or indirectly breaches the provisions of this Terms of Use or for no reason at all, in Our sole discretion.

2.4 You acknowledge that Pade may use the phone number and e-mail You provided to Us when You created Your Pade Profile or as updated by You from time to time as the primary mode of communicating with You.

2.5 As part of Our security procedures, You determine Your sign-up details or any piece of information You input on the Platform. By signing up for a Pade Profile, You agree to treat Your sign-in details as confidential and not to disclose those details to any third party. Pade does not have access to Your sign-in details. If You forget Your sign-in details or know or suspect that a third party has gained access to Your sign-in-details, You must promptly change Your sign-in details, by resetting Your password or by contacting Us to place a restriction on Your Pade Profile.

2.6 You confirm that all information You provide to Us is true, correct and not misleading. You agree to provide any additional documents and/or information as may be required from time to time. In the event that the information You provided to Us change, You hereby agree to notify Us of such changes immediately.

2.7 By accessing the Services, You consent to Us collecting and using technical information about the devices You use the Platform on and related software, hardware and peripherals to improve Our Services and to provide any other services to You. If You use the Services, You consent to Us and Our affiliates' and licensees' to the processing, the transmission, collection, retention, maintenance, and use of any personal data provided to Us, to improve Our Services and/or Your experience while using the Platform.

2.8 We may provide You with access to a digital/virtual wallet (the “Pade Wallet”) as is necessary to access the Services. The Pade Wallet provided to You as part of Your profile is for the sole purpose of the Services. You shall not attempt to make transfers out of the Pade Wallet. In the event there is a reasonable cause, Pade shall have the right in its sole and absolute discretion to place restrictions on the Pade Wallet and limit or prevent You from using the funds in the Pade Wallet. Such restriction may extend to the number of hours or days as Pade deems necessary. You are expressly forbidden from:

i. Using any Pade or third-party content made available through the Pade Wallet for activities not contemplated in this Terms of Use. You agree not to use, copy, display, distribute, modify, broadcast, translate, reproduce, reverse engineer, reformat, incorporate into advertisements and other works, sell, trade in, promote, create derivative works, or in any way exploit or allow others to exploit the Pade Wallet

ii. Using the Pade Wallet for any fraudulent, malicious or unlawful purposes or in any manner inconsistent with this Terms of Use.

2.9 You will be able to subscribe to one or more of our service offerings from Your Pade Profile. If You are signed up to our Earned Wage Access product, for the benefit of Your employees, You will be bound to pay Us or allow Us to debit from the Pade Wallet, any amounts paid by Us to any of Your employees as earned wages.

2.10 You hereby agree to cooperate with Pade and relevant agencies in any investigation conducted by Pade or a governmental or regulatory body in connection with Your use of the Pade Wallet.

2.11. Pade may at its sole discretion restrict or close Your Pade Profile if:

i. You breach any of the restrictions set out in this Terms of Use.

ii. If You use Your Pade Profile for unauthorized purposes or where Pade detects any abuse/misuse, breach of content, fraud or attempted fraud relating to Your use of the Services.

iii. Pade is required to comply with an order or instruction of or are commendation from the government, court, regulator or other competent authority.

iv. Pade reasonably suspects or believes that You are in breach of this Terms of Use.

v. Closing or restriction is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Services from time to time; or where Your Pade Profile becomes inactive or dormant.

vi. Pade decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion.

2.12   Closing or restriction of Your Pade Profile shall however not affect any of Our accrued rights and Your liabilities to Us.

2.13 Your Pade Profile will be active as soon as We are able to verify Your information.

3.   SERVICE FEES, TRANSACTION CHARGES & TAXES

Customer shall pay Pade the fees set forth in Exhibit A ("Fees") [1] and the relevant Reimbursable Expenses within 30days after the date of the invoice thereof. Customer shall make all payments here under in the currency indicated in the relevant invoice by bank transfer. Customer shall make payments to the address or account specified in the relevant invoice or such other address or account as Pade may specify inwriting from time to time. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Pade may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Additionally, Customer shall reimburse Pade for all costs incurred by Pade in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. If such failure continues for 7 days following written notice thereof, Pade may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. Pade may increase Fees by providing written notice to Customer at least 30 calendar days prior to the commencement of the relevant contract year. All amounts payable to Pade under this Agreement shall be paid by Customer to Pade in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, value added tax and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority or any of our subcontractors, on any amounts payable by Customer hereunder.

4.    INTELLECTUAL PROPERTY RIGHTS

All right, title, and interest in and to the Pade Materials, including all Intellectual Property Rights therein, are and will remain with Pade and, with respect to Third-Party Materials, the applicable third-party provider’s own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Pade Materials except as expressly set forth in this Agreement or the applicable third-party license. All other rights in and to the Pade Materials are expressly reserved by Pade. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Pade an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. As between Customer and Pade, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Agreement. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Pade, its Subcontractors, and its personnel to enforce this Agreement and exercise Pade's, its Subcontractors', and the its personnel's rights and perform Pade's, its Subcontractors', and tits personnel's obligations here under."

5.  NON-SOLICITATION

 

During the Term and for 5 years after, Customer shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor any person employed or engaged by Pade or any Subcontractor and involved in any respect with the Services or the performance of this Agreement.

6. ACCEPTABLE USE RESTRICTIONS

6.1 You are granted a non-exclusive, non-transferable, personal, limited license to use the Platform. Your limited right to use the Platform is revocable at Our discretion.

6.1.1   You shall not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Terms of Use, or act fraudulently or maliciously.

6.1.2 You shall not connive with Our employees, or third parties to use the Platform or the Services to defraud Pade.

6.1.3 You shall not create multiple Pade Profiles or operate multiple Pade Profiles through proxies. You and Your business must be associated with one Pade Profile at all times.

6.1.4 You shall not use the Platform/Services to commit identity theft; neither shall You connive with friends, families and other third parties to defraud Pade.

6.1.5 You shall not willfully destroy Your electronic devices, deactivate Your email address, destroy Your SIM card, or carry out other similar activities with the purpose of defrauding Pade.

6.1.6 You shall not use the Platform in a manner that imply or promote support or funding of, or membership in, a terrorist organization.

6.1.7 You shall not infringe Our intellectual property rights or those of any third party in relation to Your use of the Platform, including the submission of any material (to the extent that such use is not licensed by this Terms of Use.

6.1.8 You shall not use the Platform or the Services in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other users.

6.1.9 You are responsible for timely providing Us with the information required for Us to perform the Services. You may furnish such information directly to Us or via an account administrator or authorized representative, such as Your accountant. Furthermore, You represent and warrants to Us that for any information that You share with Us, whether directly, via your account administrator, or via Your authorized representative, You will have the authority to share such information. You are responsible for the accuracy and completeness of information provided to Us, and You will ensure that any such information, whether provided by You, Your account administrator, or Your authorized representative, is accurate and complete. Moreover, You are required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Us, whether directly or through Your account administrator or Your authorized representative, of any changes to the information provided to Us.

 

6.1.10 In addition, You are responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Updates”)posted to the Platform by Us (or otherwise made available to You by Pade) for Your review, and You must notify Pade of any inaccuracies in the Updates as soon as possible, or within the time period specified in communications received from Pade. Pade shall not liable for any loss or damage that may occur as a result of any error in the Updates.

 

6.1.11 You shall not use the Services to transmit malware or host phishing pages.

6.1.12 You shall not perform activities that harm or disrupt the operation of the Services or any of Our other infrastructure, or of others, including Our third-party providers. You shall not use the Services for deceptive commercial practices or any other illegal or deceptive activities

6.1.13   You shall not extract any information or data from the Services or Our systems or attempt to decipher any transmissions to or from the servers running the Services.

6.1.14   You shall not use the Platform or the Services in a manner that contravenes or that facilitate or promote activities that contravene applicable laws or this Terms of Use.

6.1.15   We may, at any time and without notice, deactivate Your Pade Profile or Your access to the Services if You engage in activities that violate clauses 6.1 to 6.1.14, including activities outside of Your use of the Services.

6.2   Without prejudice to clauses8.1 to 8.2.5 herein, You hereby agree to indemnify Pade (and its directors, officers, affiliates, agents, successors and assigns against all claims, liabilities damages, costs and expenses (including attorney fees and related charges) for any breach of the provisions specified in clauses 6.1 to 6.1.14 of this Terms of Use.

6.3   Pade shall have the right, but not the obligation, to monitor or investigate Your use of the Services at any time for compliance with this Terms of Use. Our determination of whether a breach of this Terms of Use has occurred will be final and binding, and any action taken with respect to enforcing the provisions specified in this Terms of Use, including taking no action at all, will be at Our sole discretion.

6.4   Pade may modify the terms in clauses 6.1 to 6.3, at any time. By continuing to use the Services or access Your Pade Profile after the terms specified in clauses 6.1 to 6.3, has been modified, You agree to be bound by the modified terms.

6.5   If You suspect that a staff of Pade or other third parties are in breach of clauses 6.1 to 6.1.15, please contact Us via the Platform, or You can send us an e-mail via support@padehcm.com.

If You become aware of any actual or threatened activity prohibited by this Agreement, You shall immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Pade Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Pade of any such actual or threatened activity. 

 

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL PADE OR ANY OF ITS PARTNERS, SUPPLIERS, LICENSORS OR REPRESENTATIVES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

(a) LOSS SUFFERED BY YOU SHOULD YOUR PADE PROFILE BE CLOSED, RESTRICTED, OR CANCELLED.

(b)  LOSS SUFFERED BY YOU SHOULD THE SERVICES BE INTERFERED WITH OR BE UNAVAILABLE BY REASON OF THE FAILURE OF ANY OF YOUR DEVICE, LACK OF INTERNET CONNECTION OR ANY OTHER CIRCUMSTANCES WHATSOEVER NOT WITHIN OUR CONTROL INCLUDING, WITHOUT LIMITATION, SYSTEM ERROR, INTERRUPTION, DELAY OR NON- AVAILABILITY OF THE SERVICES, LOSS OF POWER,ADVERSE WEATHER OR ATMOSPHERIC CONDITIONS, AND FAILURE OF ANY PUBLIC OR PRIVATE TELECOMMUNICATIONS SYSTEM.

(c) 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 RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE. REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(d) LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, DELAY OF SERVICES, IMPAIRMENT, CORRUPTION, OR LOSS OF BUSINESS OPPORTUNITY AS A RESULT OF YOUR UNAUTHORIZED USE OF THE PLATFORM.

(e) COST OF REPLACEMENT GOODS OR SERVICES;

(f) LOSS OF GOODWILL OR REPUTATION;

(g) LOSSES OR DAMAGE SUFFERED BY YOU AS A RESULT OF OR IN CONNECTION WITH:

I. ANY EFFECT OR FAULT IN THE PLATFORM OR THE SERVICES RESULTING FROM YOU HAVING ALTERED OR MODIFIED OR ATTEMPTED TO ALTER OR MODIFY THE PLATFORM;

II. ANY DEFECT OR FAULT IN THE PLATFORM RESULTING FROM YOU HAVING USED THE PLATFORM IN BREACH OF THIS TERMS OF USE; AND

III. YOUR BREACH OF ANY OF THE PROVISIONS OF THIS TERMS OF USE.

7.2 PADE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,TIMELY, AND SECURE OR ERROR FREE. ALL WARRANTIES AND OBLIGATIONS IMPLIED BY LAW ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IF THE SERVICES ARE INTERFERED WITH OR UNAVAILABLE, OUR SOLE LIABILITY UNDER THIS TERMS OF USE RESPECT THERE OF SHALL BE TO RE-ESTABLISH THE SERVICES AS SOON AS REASONABLY POSSIBLE.

7.3 IN NO EVENT WILL THE COLLECTIVE AND AGGREGATE LIABILITY OF PADE AND ITS LICENSORS, PARTNERS SERVICE PROVIDERS, REPRESENTATIVES AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER, FOR THE USE OF THE SERVICES, IF ANY UNDER THIS AGREEMENT IN THE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. INDEMNITY

8.1 Customer shall indemnify, defend, and hold harmless Pade and itssubcontractors and affiliates, and each of its and their respective] officers,directors, employees, agents, successors, and assigns (each, a "Pade Indemnitee") from andagainst any and all claims, damages and losses incurred by such Pade Indemniteeresulting from any action by a third party to the extent that such losses result from, or are alleged to arise out of or result from (a)Customer Data, including any processing of Customer Databy or on behalf of Pade in accordance with this Agreement;(b) any other materials or information (including any documents, data,specifications, software, content, or technology) provided by or on behalf ofCustomer or any of its representatives, including Pade's compliance with anyspecifications or directions provided by or on behalf of Customer; (c) allegation of facts that, if true, would constituteCustomer's breach of any of its representations, warranties, covenants, orobligations under this Agreement; (d) fraud, negligence ormore culpable act or omission (including recklessness or willful misconduct) byCustomer or any of its representatives in connection with this Agreement; (e)Customer’s breach of applicable laws.

8.2   The indemnity in clause 8.1 above, shall also include the following:

8.2.1   All demands, claims, actions, losses and damages of whatever nature which may be brought against Pade or which We may suffer or incur arising from its acting or not acting on any request from Your Pade Profile, or sent electronically by; telephone, e-mail and letters, or arising from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, riots, acts of vandalism, sabotage, terrorism, any other event beyond Our control.

8.2.2 Any loss or damage that may arise from Your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.

8.2.3 Any unauthorized access to Your Pade Profile or any breach of security or any destruction or accessing of Your data or any destruction or theft of or damage to any of Your device.

8.2.4 Any loss or damage occasioned by Your failure to adhere to this Terms of Use and/or by supplying incorrect information.

8.2.5 Any loss or expenses arising from a fraud perpetrated by You or any expenses incurred by us in engaging the relevant regulatory authorities as may become necessary on account of Your actions.

9. OUR COMPLAINT HANDLING PROCEDURES

Meeting and exceeding Our clients' expectations is the most important part of our business. However, there may be occasions when something goes wrong and leaves you dissatisfied. If this happens, please let us know and We’ll do everything We can to resolve the problem with You. Our aim is to always resolve such matters as soon as We can and to Your satisfaction. If something has gone wrong and You would like to make a formal complaint, please get in touch and let Us know by providing as much detail about the issue as You can. This can be done by either sending us an email at: support@padehcm.com or writing to us at: 13 Ore Close, Surulere, Lagos. Once We have received Your complaint, We will begin Our investigation into what has happened. We will always aim to resolve the issue as soon as possible. Once Our investigation into an issue is complete, will We send You Our final response to Your complaint.

10. ENTIRE AGREEMENT

10.1   This Terms of Use constitute the entire agreement between You and Us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, relating to its subject matter.

10.2   You acknowledge that You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not referenced or set out in this Terms of Use.

11. FORCE MAJEURE

Pade shall not be in breach of this Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under this Terms of Use if such delay or failure results from events, circumstances or causes beyond Our control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

12. BEWARE OF SCAM

12.1   Scammers are getting increasingly sophisticated in their attempts to have access to Your money, Your financial information and other personal information. It is Your obligation to keep Your Information and sign -in details safe. Do not share Your Pade Profile/Wallet details with anyone.

12.2 Pade would never:

i. Send You suspicious texts, pop-up windows, links or attachments in emails. If You receive any suspicious email/ text purporting to be from Pade kindly disregard the email and proceed to inform Pade.

ii. Request Your sign-in details for the purpose of investing the funds in Your Pade Wallet on Your behalf.

iii. Have a tech support call You to inform You of viruses detected on Your device, and requesting that You send a screenshot of Your QR code, click a link or provide Your sign-in details or payment PIN for the purpose of providing antivirus software to You.

iv. Send an email, SMS, or call You or leave a voice message informing You about a refund and requesting that You to provide Your sign-in details or payment PIN to claim such refund

v. Send an email, SMS, or call You or leave a voice message informing You that Pade is issuing payment cards and requesting personal and financial information, or asking that You click on link before being issued a payment card.

vi. Send an email, SMS, or call You or leave a voice message requesting that You make donations to a church, mosque, charity cause or any non-governmental organization.

vii. Send an email, SMS, or call You or leave a voice message offering You a free gift card and requesting that You provide Your sign-in details, payment PIN or click a link to receive the free gift card.

12.3  Pade shall bear no liability for any loss of business, loss of business opportunity, loss of revenue, loss of profits, loss of anticipated savings, loss of goodwill, business interruption, wasted expenditure or for loss of any other economic advantage however it may arise, or for loss of data or data corruption, or for any indirect, punitive, special, incidental or consequential loss, arising as a result of the events contemplated in clauses 12.1 -12.2(i)-(vii).

12.4   In the event that You suspect that You may have fallen victims to scammers, You are obliged to immediately contact Pade to place a restriction on Your Pade Wallet. You shall be responsible for such charges and for any transactions that occurred on Your Pade Profile/Wallet as a result of the information or access You granted to scammers. You hereby agree to indemnify and hold Pade and its affiliates harmless for any losses, liabilities, damages, costs and charges arising out of or in relation to any transactions that occurred on Your Pade Profile/Wallet prior to placing a restriction on Your Pade Wallet.

12.5   Pade takes reasonable measures in securing all communications. However, please note that the confidentiality of communications via any public telecommunications network is susceptible to unlawful interception and hacking. Pade shall not be liable for any loss or damage whether direct or consequential arising out of any such unlawful interception or access.

13. ASSIGNMENT

You shall not assign, transfer or novate any of Your rights and obligations under this Terms of Use without the written consent of Pade.

14. ELECTRONIC TRANSMISSION

 

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.

 

15. SEVERANCE

If any provision of this Terms of Use is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Terms of Use shall remain in effect.

16. NO PARTNERSHIP OR AGENCY

This Terms of Use shall not be construed as creating any partnership, joint venture, agency or similar relationship between You and Pade other than the relationship with respect to carrying out the terms of this Terms of Use. All rights, duties, obligations, and liabilities of Pade and You shall be separate, individual and several and not joint. Except as set forth in this Terms of Use You have no authority to act as agent for Pade or bind Pade in anyway.

17. GOVERNING LAW

 

This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.

 

18. ARBITRATION

We shall try to settle all disputes amicably. Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Court house (“LMDC”) and governed by the Arbitration and Mediation Act, 2023.The arbitrator shall be appointed by both of us (We and You). Where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. The venue for the arbitration shall be Lagos, Nigeria.