Merchant
Service Agreement

PLEASE CAREFULLY READ THIS AGREEMENT WITH ITS TERMS AND CONDITIONS, SKRAPE TERMS OF USE AND ANTI-MONEY LAUNDERING POLICY BEFORE USING OR ACCESSING SKRAPE’S SERVICES.

THESE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU, (THE MERCHANT) AND US, (THE SERVICE PROVIDER).
YOU MAY NOT ACCESS OR USE ANY OF OUR SERVICES UNLESS YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS AS CONTAINED IN THIS AGREEMENT.

This Merchant Services Agreement is a legal and binding agreement between SKRAPE GLOBAL SYSTEMS LIMITED (with its affiliates, subsidiaries and assigns) a company duly incorporated under the laws of the Federal Republic of Nigeria, (hereinafter referred to as “Skrape”) And YOU, (hereinafter referred to as a “Merchant”) in order to receive Blockchain/Cryptocurrency payment gateway services and other affiliated services offered by Skrape, its affiliates and subsidiaries.

By applying for Skrape's services or by using Skrape's Application Programming Interface (API) Services as defined below, the Merchant acknowledges that the Merchant has read and agreed to be bound by all of the terms of this Agreement and all documents incorporated by reference.

Reference to a "Party" or "Parties" will be to Skrape and Merchant, as appropriate.

1. GENERAL

1.1. This Agreement sets out the basis on which Services (all capitalized terms defined below in clause 2) are provided to the Merchant by Skrape. This Agreement may be supplemented by specific terms approved and notified by Skrape to the Merchant in writing or on the Skrape website from time to time.

1.2. Skrape houses a blockchain/cryptocurrency payment processing application programming interface called Skrape API which supports customers and merchants with the ability to receive and make payments with digital currency/cryptocurrencies and Skrape has agreed to provide the Merchant with these payment processing services on the Skrape application.

1.3. Skrape may subcontract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates; however, Skrape shall remain responsible for the performance of such duties.

1.4. The Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes any such previous agreement, whether express or implied.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement:

"Affiliate" means, in relation to any party, any entity in the same group as that party, including but not limited to a subsidiary or a holding company of that party and any direct or indirect subsidiaries of such holding company.

“Agreement” means this Merchant Service Agreement, and any Service supplements, appendices, amendments, modifications, extensions, and revisions therein.

“API” means Application Programming Interface belonging to Skrape for the purpose of providing the Services.

"Applicable Law" includes but is not limited to Nigerian legislations and all applicable provisions in any jurisdiction, of statues, laws, rules, codes, treaties, ordinances, directives, directions, injunctions, awards and/or regulations, including that form any court, governmental, supranational authority or self-regulatory organization, and including (binding and non-binding) requests, guidelines or decisions from regulators or associations as amended and re-enacted from time to time.

"Business Day" means a day other than a Saturday or a Sunday or a public holiday.

"Chargeback" means a circumstance where a Payment Scheme or other financial institution requires repayment in respect of a transaction previously settled and/or remitted to the Merchant, notwithstanding that authorization may already have been obtained.

"Confidential Information" means any and all written, oral visual, machine-readable or other tangible or intangible forms of information (whether patentable or copyrightable or not), data, techniques, plans, strategies, opportunities or trade secrets which is not generally available to the public as disclosed or delivered by either Party (the "Disclosing Party") to the other Party ("Receiving Party") whether before or after the date of this Agreement.

"Customer" means a patron of the Merchant in relation to a payment transaction processed using the Services.

"Data" means documents, records, and any other data of any kind relating to the transactions.

“Exchange Order” means summary details of a currency exchange transaction between the parties which shall state in clear terms: the quantity and amount of the currency to be exchanged; the exchange rate of the date the Exchange Order was made; confirmation that the offer of the Exchange Rate shall be available for a specified duration; the total transaction amount in the selling currency; and the total transaction amount in the buying currency.

"Fees" means all fees, charges and other payments to be made by the Merchant to Skrape from time to time.

"Fines" means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the blockchain/cryptocurrency or other financial institution require either the Merchant or Skrape to pay or which are otherwise directly or indirectly recovered from Skrape at any time and which relate to any aspect of this Agreement.

“Merchant” means an end user customer that uses Skrape Services in the conduct of its business of selling goods or providing services to the Public.

"Payment" means the relevant payment due to the Merchant from Skrape on the Payment Date in respect of the transactions.

“Payment Gateway” means the infrastructure and payment processer of Skrape that enables you accept digital currency and payments.

"Payment Scheme" means any scheme governing the issue and use of any payment methods, as approved and notified by Skrape to the Merchant in writing or on the Skrape websites from time to time.

"Website" means www.skrape.io and any of Skrape sites available therefrom.

"Refund" means a return of an amount to a customer's account or the reversal of any other payment pursuant to a request or instruction from the Merchant to Skrape.

“Regulatory Authority” means any regulator or other public body having supervisory or regulatory authority over Skrape or the Merchant.

"Services" means the processing, reconciling, settlement, and reporting of payment transactions, related operations, and any other services detailed in this Agreement or as otherwise approved and notified by Skrape to the Merchant in writing, or on the Skrape websites from time to time.

2.2. Unless a contrary indication appears any reference in this Agreement to:

• any reference to "including" and "include" shall mean including and include "without limitation";

• All references to the singular shall include the plural and vice versa;

• a "Clause" or a "Schedule" is unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement;

• The headings in the Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

2.3. Except as otherwise expressly worded herein, and as required (but not permitted) by Applicable Law, a person who is not a Party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement.

2.4. The terms of this Agreement have been negotiated by the Parties and drafted for the benefit of the Parties. Accordingly, any rule in terms of which an agreement will be interpreted against the Party responsible for the drafting and preparation of the agreement will not apply in the interpretation of this Agreement.

3. RIGHTS AND OBLIGATIONS OF SKRAPE

I. Skrape will, in consideration for the Fees, provide one or more of the Services with reasonable skill and care, in accordance with and for the duration of this Agreement. Services will be provided in accordance with Applicable Law and Blockchain/Cryptocurrency Rules.
II. Skrape will not be obliged to provide any Services unless and until it notifies the Merchant of their agreement to do so in writing.

III. Skrape may cancel, suspend or modify one, some or all of the Services without prior notice and with immediate effect if Skrape, in its reasonable opinion, considers it necessary or desirable to do so. Skrape will notify the Merchant as soon as possible of any such cancellation, suspension, or modification.

IV. The Merchant understands and accepts that Skrape provides its Services subject to the written approvals, directives, notices, or authorizations as may be issued by relevant regulatory entities directly to Skrape from time to time. The Merchant further accepts that Skrape may make any such changes to the Services or this Agreement as are strictly necessary to ensure compliance with all applicable regulations and the continuous provision of the Services to the Merchant.
4. PAYMENTS

I. Skrape shall be entitled to a certain fee whenever a transaction is carried out.
II. Skrape is entitled to recover the Fees and the sums set out at clause 4.3 by:
• deduction from the next Payment due to the relevant Merchant;
• invoice (in which case such sums will be payable by the Merchant in accordance with the terms of the invoice); and/or
• any combination of the above.

III. Skrape is entitled to recover and withhold:
• any Refunds;
• any amounts required to cover any:
(a) potential or expected Refunds, fines, taxes, levies, VAT, withholding taxes any liability or potential liability relating to a transaction or;

(b) liability or potential liability of the Merchant under this Agreement; and

(c) any other charges or amounts incurred by or due to Skrape under or in connection with this Agreement.

IV. Skrape is entitled to defer any Payment or any other sum due to the Merchant to the extent that Skrape, in their absolute discretion, considers necessary or appropriate to protect their ability to recover the Fees and/or the sums set out at clause 4.3 or any other liability (actual or anticipated) of the Merchant in connection with this Agreement.
V. Skrape may amend the Fees by providing 30 calendar days' prior written notice. Such change will become effective on the calendar day immediately following the end of this period.

VI. If Skrape has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, Skrape may suspend the processing of that, and any connected transaction, or withhold Payment until the satisfactory completion of any investigation.

VII. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect to suspension or delay in receiving Payment.

5. RIGHTS AND OBLIGATIONS OF THE MERCHANT

I. The Merchant shall comply with Applicable Law and any relevant Blockchain/Cryptocurrency Rules to which it is subject. The Merchant shall not act in contravention of or cause Skrape to act in contravention of any Law or
II. Blockchain/Cryptocurrency Rules to which Skrape is subject.

III. The Merchant shall only accept payments and/or process Refunds in digital currency/and or cryptocurrencies:
• from Customers in connection with goods and/or services supplied by the Merchant;

In respect of goods and services which:

• commonly fall within its business as identified in its request to Skrape for the Services, and
• the customer would reasonably expect to receive; and
• in respect of goods or services the provision of which is in accordance with Applicable Law.

IV. The Merchant shall, at all relevant times, maintain a wallet in their own name, that is acceptable to Skrape so the Merchant can receive Payments from, and make payments to Skrape ("Merchant Wallet").

V. Where it has been agreed that Skrape may debit a Merchant Wallet, the Merchant shall:

• Maintain in their Wallet sufficient funds and instruction to authorize all such debits and/or provide Skrape with any necessary mandate or authority; and
• put funds in the Merchant Wallet as Skrape may in good faith consider necessary.

VI. While Skrape may provide installation guides, the Merchant remains solely responsible for ensuring the correct implementation, installation, integration, security, and operation of all systems, equipment, software, and telecommunications and use of the Services on its own platform.

VII. The Merchant shall provide immediate notice of (a) any unauthorized third-party use of the Services; and/or (b) any event which might lead to such unauthorized use.

VIII. The Merchant shall take all reasonable steps to assist Skrape in handling any claim or query raised by any other third party in relation to the Services.

IX. The Merchant shall immediately notify Skrape of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause loss or damage to Skrape (including but not limited to any material change in the nature or extent of the Merchant's business).

X. The Merchant acknowledges and agrees to abide by, and ensure that all equipment and software it uses in connection with the transactions and the storage and/or processing of Data complies with any blockchain and cryptocurrency security standard as updated from time to time. The Merchant shall ensure that any of its agents, sub-contractors or any third parties used by it in relation to the transactions is aware of and shall comply with the terms of this clause.

XI. The Merchant shall immediately notify Skrape on becoming aware of any actual or suspected security breach relating to any Data. As soon as reasonably practicable, the Merchant shall identify and remediate the source of such a security breach and take any additional steps required by Skrape. This clause shall not prejudice any other remedies available to Skrape under this Agreement.

XII. The Merchant shall comply with any additional security, authentication, risk control, or other requirements imposed by Skrape or a blockchain/payment security, including but not limited to where that Merchant is, in the opinion of Skrape engaged in high-risk activities.

XIII. The Merchant shall not engage in any practice prohibited by any of the Blockchain and Cryptocurrency Rules.

6. CHARGEBACKS

I. The Merchant acknowledges and agrees that transactions using digital currency/cryptocurrencies are not subject to Chargeback, and therefore, no Chargebacks can be imposed on Skrape.

7. SET-OFF

I. Skrape may, without notice, set off any debts or liabilities due from the Merchant or Merchants Affiliates to Skrape or any of its Affiliates under this Agreement against any debts or liabilities owed by Skrape or any of its Affiliates to the Merchant or Merchant Affiliates, regardless of the place of payment. If the obligations are in different digital currencies, then Skrape may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

II. The right applies whether or not the relevant debts or liabilities are matured and whether those debts or liabilities are present, future, actual, contingent, potential, liquidated, and/or unliquidated. For these purposes, Skrape may value future, contingent, potential, and/or unliquidated items. `

III. The exercise by Skrape of any of its rights under this clause shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which Skrape or its Affiliates are otherwise entitled (by operation of law, contract, or otherwise).

8. FRAUD PREVENTION

I. Skrape may offer or require the Merchant to accept certain fraud prevention services. See the AML/CFT page. Where the Merchant receives any Fraud Prevention Services, it will comply with any additional terms governing those Fraud Prevention Services.

II. The Merchant acknowledges and agrees that the processing of transactions and/or the making of Payments may be delayed and/or suspended in a connection where Skrape or any Skrape Affiliate has a reasonable suspicion that a transaction may be fraudulent or involve other criminal activity.

III. The Merchant must not submit any transaction that the Merchant know is, or should have known was, illegal. For the avoidance of doubt, for the purposes of this clause, the Merchant is deemed to be responsible for the conduct of its employees, agents, and representatives.

IV. The Merchant shall at all times provide Skrape with reasonable assistance on request for the prevention and detection of fraud or other criminal activity in respect of transactions.

9. REPRESENTATIONS AND WARRANTIES

The Merchant represents and warrants to Skrape as follows:

I. The Merchant is an organisation duly incorporated, organized, and/or authorized and in good standing under the laws of the state, region, or country of its organization.

II. The Merchant has full capacity, power, and authority to abide by this Agreement and to exercise its rights and perform its obligations hereunder.

III. All corporate action required to enter into this Agreement by the Merchant and the exercise by it of its rights and the performance by it of its obligations under this Agreement has been duly taken.

IV. This Agreement is valid, binding, and enforceable against the Merchant in accordance with its terms and no provision of this Agreement is in conflict with any of the Merchant's obligations under its constitutional documents, Applicable Law, or any other document, charter or agreement to which the Merchant is subject.

V. The Merchant will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law, Blockchain and Cryptocurrency Rules. In particular, the Merchant will not use the Services in a manner that could result in a violation of anti-money laundering, counter-terrorist financing, and similar legal and regulatory obligations.

VI. The Merchant shall comply with any technical specifications available on the Skrape websites, which Skrape reserves the right to modify at any time.

VII. Skrape is not part of, nor participates in sales and procurement contracts executed between the Merchant and its Customers. The Merchant shall comply with consumer and data privacy obligations, tax obligations, or any other obligation established in mandatory Applicable Law. The Merchant is responsible for acknowledging and meeting the legislation in force and applicable to its activity in the countries where it operates and uses the Services.
Skrape represents to the Merchant that Skrape has the power and authority to enter into this Agreement and to perform its obligations.

10. INFORMATION

I. The Merchant shall at all times immediately disclose to Skrape such information as Skrape may reasonably require for the provision of the Services, including (but not limited to) any information required to satisfy the reporting or other obligations (including financial obligations) of the Merchant under this Agreement, any Blockchain and Cryptocurrency Rule and/or Applicable law.

II. The Merchant shall immediately notify Skrape of any material change in any relevant information pertaining to it.

III. Skrape may retain such information as long as it may be required by Applicable Law or as per the contractual obligation with Skrape whichever is greater.

IV. Subject to Applicable Law, Skrape may use information, collect information and share information with its Affiliates, fraud prevention agencies, and criminal enforcement authorities to the extent Skrape may reasonably consider necessary or appropriate for the provision of the Services and/or compliance with this Agreement, Applicable Law and Rules.

V. The Merchant acknowledges and agrees that:
• Affiliates to which Skrape discloses information may (i) maintain databases (which may be available to third parties including regulators and other authorities) containing information regarding the conduct of transactions by merchants; and/or (ii) categorize undesirable conduct of merchants; and
• If any of the Services or this Agreement is terminated pursuant to clause 16, such Affiliates may, subject to Applicable Law, be notified and may retain such information in accordance with their normal practice.

11. DATA MANAGEMENT AND PROTECTION

I. The Merchant shall abide by Applicable Law, and its contractual and other obligations to its customers, in providing Customer Data to Skrape and processing Customer Data through the use of the Services.

II. Skrape may not use or disclose Customer Data except as permitted by clause 11.3.

III. Skrape may use and disclose Customer Data, in accordance with Applicable Law, for the following purposes: (a) providing, improving and developing the Services; (b) market research and trend analysis; (c) taking steps to prevent, detect or prosecute fraud and other offenses and/or to comply with Applicable Law; (d) credit assessment of Customers; and (e) other purposes authorized by the Merchant in this Agreement or applicable Jurisdiction Specific Conditions or otherwise in writing. Skrape may also take steps to derive anonymized Customer Data from identifiable Customer Data, and may use and disclose anonymized Customer Data, for any lawful purposes, in accordance with Applicable Law.

IV. The Merchant shall provide such information and offer such choices to, and obtain such consents from, its Customers as are reasonably required to enable Skrape to use and disclose the Customer Data as set out in clause 11.3 in accordance with Applicable Law. Where a required consent to use of Customer Data for any of the purposes specified in clause 11.3 cannot be made a condition to processing a transaction under Applicable Law, the Merchant shall (i) nonetheless use reasonable endeavors to facilitate Customer choices allowing such use and disclosure; and (ii) promptly notify Skrape in writing of any required consent which is withheld or subsequently withdrawn and any opt-out choice which is exercised.

V. The Merchant acknowledges that Skrape may be required to contact Customers to provide information and seek consents as necessary to allow Skrape to use and disclose Customer Data as set out in clause 11.3 in accordance with Applicable Law. The Merchant shall take such steps, consistent with Applicable Law, as Skrape reasonably requests in writing to facilitate these communications, including making available space in its web or mobile interfaces and/or providing Customer contact details.
If in the course of providing the Services, Skrape processes Customer Data which comprise personal data as a processor on behalf of the Merchant as controller:

Skrape shall:

• only process those Customer Data on the instructions of the Merchant; and

• have in place appropriate technical and organizational measures to protect those Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular (but not only) where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; and
The Merchant instructs Skrape to take such steps in the processing of those Customer Data as Skrape considers necessary or desirable for the provision of the Services.

12. INTELLECTUAL PROPERTY

I. All intellectual property rights relating to the Services are owned by and vest exclusively in Skrape and its Affiliates. The information given by the Merchant to its clients concerning the Services does not create any intellectual property or other rights on the part of the Merchant over the Services or their functionalities, or, without limitation, over the trademarks, trade names, goodwill, domain names, websites, computer software (source or object code), data, logos, images, copyrighted materials, patents, inventions, know-how, or any other information, owned by Skrape, their Affiliates, and/or their suppliers or subcontractors.

II. The Merchant shall comply with any and all relevant Intellectual Property Laws relating to the trademarks, data, logos, images, copyrighted materials, or any other protected intellectual property.

III. Notwithstanding the above, the Merchant gives Skrape the right to use its name or company name, and also to mention its business activity, in any promotions or advertising concerning the Services, regardless of the type of advertising or media used.
13. CONFIDENTIALITY

I. During the term of this Agreement and for two years from the date that this Agreement is terminated, the Receiving Party may not use Confidential Information for a purpose other than the performance of its obligations under this Agreement. In particular, the Receiving Party may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in accordance with the provisions of this clause.

II. During the term of this Agreement the Receiving Party may disclose Confidential Information to any of its directors, other officers, employees, agents, Affiliates, delegates, and sub-contractors on a strictly need-to-know basis to the extent that disclosure is necessary or desirable for the purposes of this Agreement. The Receiving Party shall ensure that any such recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if such recipient was a Party to this Agreement.

III. Clauses 13.1 and 13.2 do not apply to Confidential Information:

• which is at the time of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party's or other recipient's breach of this Agreement;

• which can be shown by the Receiving Party to the Disclosing Party's satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party, Or;

• to the extent required by Applicable Law provided that in these circumstances the Receiving Party shall advise the Disclosing Party of the same prior to such disclosure, in order for the Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard.

IV. If the Receiving Party receives a notice from a governmental authority or faces legal action to disclose Confidential Information received under this Agreement, then the Receiving Party shall promptly, if not prohibited by law/notice/governmental authority, notify the Disclosing Party of the same such that the Disclosing Party may have the opportunity to intercede, obtain a protective order and contest such disclosure and, upon request, shall cooperate with the Disclosing Party in contesting such a disclosure. Further, the Parties agree that in the event the Receiving Party is required to disclose the Confidential Information pursuant to the legal action, notice or order, it shall not disclose any Confidential Information in excess of the legal requirement and to any other person.

14. LIMITATION OF LIABILITY

I. All obligations on Skrape arising out of or in connection with this Agreement are obligations to use reasonable efforts and not obligations to achieve a specific result.

II. Except as set out in this Agreement or prescribed by law, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Services are excluded.

III. Skrape is not liable to the Merchant under any circumstance, whether for negligence, breach of contract, misrepresentation or otherwise, for:
• loss or damage which is incurred by the Merchant as a result of:

• third party claims;

• viruses, malicious or disruptive codes, power cuts or service interruptions or other IT or hardware or software problems or faults;

• decisions by any relevant court, regulatory or other authority or the operation of Applicable Law; and/or

• loss of profit, goodwill, business opportunity or anticipated saving suffered by the Merchant;

• indirect, consequential, punitive, exemplary or similar loss or damage (including damage to reputation) suffered by the Merchant; and/or

• loss or damage which may be the consequence, wholly or partially, of a breach by the Merchant of this Agreement.

IV. The entire liability of Skrape under or in connection with this Agreement whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the total Fees paid by the Merchant under this Agreement to Skrape during the three (3) months period immediately preceding the event that gave rise to the claim.

V. Notwithstanding any provision to the contrary, in relation to any obligations that Skrape may have that arise, Skrape shall not be liable in the event that abnormal and unforeseeable circumstances beyond their control prevent them from fulfilling their obligations under this Agreement.

15. INDEMNITY

I. The Merchant shall indemnify, and keep indemnified Skrape and their Affiliates, officers, employees and agents (each an "Indemnified Party"), immediately on demand against each loss, liability or cost (including, without limitation, that incurred defending or settling a claim alleging such a liability).

II. Negligent or wilful misconduct of the Merchant and/or its employees, Affiliates, employees and agents.

III. Any modification or amendment of the prescribed terms of use communicated by Skrape, that Skrape did not specifically approve in writing.

IV. Any omission or inaccuracy in the Merchant’s advertisements or promotional materials that relate to our Services.

V. Any modification of or addition to our Services not provided or approved by Skrape.

VI. The Merchant’s failure to comply with the terms and conditions of this Agreement or any part thereof.

VII. This section will not be construed to limit or exclude any other claims or remedies to which Skrape may be entitled hereunder or in law or equity.

16. TERM AND TERMINATION

I. Unless otherwise agreed this Agreement has an initial term of two years ("Initial Term") unless terminated or suspended as provided for in the Agreement.

II. Either Party may terminate this Agreement with immediate effect by written notice to the other Party if any of the following events take place or is expected to take place:

• The Party is in material breach (whether or not a repudiatory breach) of an obligation under this Agreement and, if the breach is capable of remedy, the Party has failed to remedy that breach within 30 days after receipt of written notice of the breach;
• The Party has passed a resolution for its winding up or a court of competent jurisdiction has made an order for the Party's winding up or dissolution;
• An administration order has been made in relation to the Party or a receiver, or an encumbrancer has been appointed to take possession of or sell, assets of the Breaching Party;
• The Breaching Party has made an arrangement or composition with its creditors generally or has made an application to a court of competent jurisdiction for protection from its creditors generally; or
• Any other procedure having a similar effect to the above is initiated.

III. Skrape may suspend or terminate this Agreement by written notice to the Merchant with immediate effect if Skrape is of the opinion that any of the following events have taken place or are expected to take place:
• The Merchant ceases to carry on business;
• The Merchant merges with any other person or in any other way changes the persons who have the ability to direct, guide or otherwise influence its affairs;
• Skrape is unable to recover its Fees or other sums set out at clause 4.3 for any reason, or considers that the total value of Refunds is unreasonable;
• Skrape determines that continuing to provide the Services to the Merchant represents an increased risk of loss or liability or risk to reputation to Skrape or any of its Affiliates;
• The Merchant engages in any trading practices or other activity which might give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
• Security granted by the Merchant under this Agreement ceases to be sufficient, enforceable or available;
• any claim or action in connection with this Agreement or the Services hereunder is threatened or commenced by either Party.

IV. The Merchant has the right to terminate this Agreement any time during the Initial Term with 30 days prior notice to Skrape with or without cause.

V. Termination of this Agreement does not affect a Party's accrued rights and obligations at the date of termination.

VI. Clauses 4.2, 4.3, 5.1, 5.7, 5.9, 5.10, 5.11, 6, 7, 10.3, 10.4, 10.5, 12, 13, and 15 shall survive termination of this Agreement.

VII. Each Party's further rights and obligations shall cease immediately on termination except as otherwise specified in this Agreement, except that those clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement, shall survive termination of this Agreement, and shall continue in full force and effect.

VIII. If a Service is terminated for any reason, the Merchant will pay all Fees payable up to the termination date.

17. TRANSFER AND ASSIGNMENT

The Merchant may not assign, transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Skrape (such consent not to be unreasonably withheld or delayed). Skrape may assign, transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Merchant.

18. FORCE MAJEURE

I. If any of the Parties hereto is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to an Act of God, Natural Disaster, or Civil Unrest) the Party unable to fulfil its obligations shall immediately give notice in writing of this to the other Party and shall do everything in its power, including but not limited to accepting assistance from third parties or the other Party, to resume full performance.

II. As soon as reasonably possible after the start of the Force Majeure Event the Affected Party shall notify the other Party in writing of the details and effect of the Force Majeure Event. As soon as reasonably possible after the end of the Force Majeure Event, the Affected Party shall resume performance of its obligations under this Agreement.

III. The Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement.

19. NOTICES

Except for the service of proceedings, a notice under or in connection with this Agreement (a "Notice"):

I. shall be in writing; and

• may be delivered personally or sent by electronic mail or first class post, or pre-paid recorded delivery, (and airmail if overseas) to the Party due to receive the Notice at its address as set out in this agreement or to another address specified by that Party by not less than seven days’ written notice to the other Party.

II. Unless there is evidence that it was received earlier or later a Notice is deemed given:
• if sent by electronic mail, the next Business Day assuming that no notification of failure to deliver the electronic mail was received by the sending party;

• if sent by post, two Business Days after posting it.

20. RELATIONSHIP BETWEEN THE PARTIES

The relationship between Skrape and the Merchant is on a principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

21. GOVERNING LAW AND DISPUTE RESOLUTION

I. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by laws of the Federal Republic of Nigeria.

II. Any dispute arising out of these Terms which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to Mediation and if Mediation fails, it shall be settled by arbitration in accordance with Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria, 2004. The arbitration venue shall be Lagos and the language shall be English.

22. MISCELLANEOUS

I. This Agreement may not be modified except by an instrument in writing signed by duly authorized representatives of each of the Parties.

II. Skrape may amend or revise the provisions in this Agreement or introduce additional Agreement at any time and from time to time. Skrape shall notify the Merchant of any revision or addition to the Agreement in accordance with clause 19 at least 30 calendar days before the date such revision or addition is to become effective. Each such amendment shall be binding on the Merchant from the effective date of that amendment.

III. If any provision in this Agreement becomes illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IV. Should Skrape fail or delay in exercising any right or remedy under this Agreement, such failure or delay shall not constitute a waiver of that right or remedy. A waiver is only effective if made in writing in accordance with clause 22 of this Agreement. A waiver is only effective in respect of the particular circumstances for which it is given.

V. Save for Skrape Terms and Conditions, this Agreement contains the whole agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Agreement upon the basis of any representation that are not expressly incorporated herein and the Skrape Terms and Conditions.