Shara Nigeria - Terms and Conditions

This Agreement is a financial services and an end-user licence agreement between the person whose duly registered mobile phone and number and personal details were used to register with the Shara App (“Buyer”/ “You”/ "Your") and Shara Inc., a company incorporated in Delaware, and Shara Technology Management Nigeria Limited, its Nigerian subsidiary (collectively “Shara” “We”/ “Us”/ “Our”) for the purposes of developing software for the management of small businesses in Africa (“Shara App”).

This Agreement, together with our Privacy Policy, sets out the complete terms and conditions (the “Terms and Conditions”) which shall be applicable to the Account (as hereinafter defined) opened by You with Shara.

These Terms and Conditions and any amendments or variations thereto take effect on their date of publication.

1.1.1 “Agreement” means this user agreement;

“Agreement” means this User Agreement;

1.1.2 “Account” means Your account with Shara;

1.1.3 “Business Day” means a day other than a Saturday, Sunday or national or public holiday in Nigeria;

1.1.4 “Credentials” means Your personal credentials used to access the Shara App and operate Your Account;

1.1.5 "Credit Bureau" means a Credit Reference Bureau duly licensed under the Banking Act pursuant to Banking (Credit Reference Bureau) Regulations, 2013, as amended, revised or promulgated from time to time, to inter alia, collect and facilitate the sharing of customer credit information;

1.1.6 “Data Protection Law” means the relevant national law regulating the processing of personal information;

1.1.7 “E-Money” means the electronic monetary value depicted in Your Account representing an equal amount of cash;

1.1.8 “Equipment” includes Your mobile phone handset, SIM Card and/or other equipment which when used together enables You to access the Network;

1.1.9 “Event of Default” has the meaning given in Section ‎‎11.1;

1.1.10 “Force Majeure” means events, circumstances or causes beyond a reasonable control making performance of the obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, acts of terrorism, strikes or labor disputes, embargoes or governmental orders;

1.1.11 “Encumbrance” includes any mortgage or charge (whether legal or equitable), lien, option, security interest, restrictive covenant, pledge, assignment, title retention, trust arrangement or other restriction of any kind or other encumbrance securing or any right conferring a priority of payment in respect of any obligation of any person;

1.1.12 "Intellectual Property Rights" means rights to patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

1.1.13 “License Restrictions” means actions listed in Section ‎4 which constitute a breach of this Agreement;

1.1.14 “Buyer” means small business that uses the Shara App

1.1.15 “Mobile Money Account” means Your mobile money store of value, being the record maintained by Mobile Money Providers in Nigeria of the amount of E-Money from time to time held by You in the Mobile Money Provider's System;

1.1.16 “Mobile Money” means the money transfer and payments service operated by the Mobile Money Providers in Nigeria;

1.1.17 “Mobile Money Service” means the money transfer and payments service provided by the Mobile Money Providers through the Mobile Money System;

1.1.18 “Mobile Money System” means the system operated by the Mobile Money Providers in Nigeria for the provision of the Mobile Money Service;

1.1.19 “Mobile Network Operator” or “Mobile Money Provider” means a mobile network operator registered with the Communications Authority of Nigeria;

1.1.20 “Third Party Identity Verification Service Provider” or “Third Party Identity Verification Saas Provider” means an organisation authorised to provide identity checks and identity information from the appropriate governmental body;

1.1.21 “Network” means a mobile cellular network operated by a Mobile Network Operator;

1.1.22 “Personal Information” means Your phone number, name, date of birth, identification number or passport number and such other information that will enable Us to identify You and comply with the regulatory "Know Your Customer" requirements;

1.1.23 “Privacy Policy” means the Shara privacy policy that sets out the basis on which any personal data we collect from You, or that You provide to us, will be stored and processed by us;

1.1.24 “Relevant Information” means information including, but not limited to, data relating to Your phone (including, without limitation, Your phone's history) from Your Equipment, from any SMS sent to You by the Mobile Money Providers and any financial services providers relating to Your use of the Mobile Money Service and such other information as We shall require for purposes of providing the Services;

1.1.25 “Request” means a request or instruction received by Shara from You, Your Equipment , or purportedly from You through the Network, and the System and upon which Shara is authorized to act;

1.1.26 “Services” shall include any form of services or products that Shara may offer You pursuant to this Agreement and as You may from time to time subscribe to. The term "Service" shall be construed accordingly;

1.1.27 “Fee” means the payment made by the Buyer to Shara in consideration of the Transaction Funds;

1.1.28 “SIM Card” means the subscriber identity module which when used with the appropriate mobile phone handset enables You to access the Network and to use the Mobile Money Account;

1.1.29 “SMS” means a short message service consisting of a text message transmitted from Your mobile phone to another;

1.1.30 “System” means electronic communications software enabling You to communicate with Shara for purposes of the Services. The System and the Services will for the purpose of this Agreement be accessed through a Mobile Network Operator's System;

1.1.31 “Technology” means Services used or supported by the Shara App;

1.1.32 “Technology Service Fee” or “Service Fee” includes any fees and charges payable for the use of the Services as amended from time to time.;

1.1.33 “Terms and Conditions” refer to this User Agreement together with Shara Privacy Policy and the Credit Advance offer pages; and

1.1.34 “Transaction” means a buy now pay later service or drawdown service provided by Shara to the Buyer as described in the Shara App.

1.2 In addition to the definitions above, unless the context requires otherwise:

1.2.1 the singular shall include the plural and vice versa;

1.2.2 a reference to any one gender, whether masculine, feminine or neuter, includes the other two;

1.2.3 all the headings and sub-headings in this Agreement are for convenience only and are not to be taken into account for the purposes of interpretation of this Agreement;

1.2.4 the recitals and schedules shall be deemed to form part of this Agreement;

1.2.5 any reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated and all statutory instruments or orders made pursuant to it;

1.2.6 any reference to a day (including the phrase Business Day) shall mean a period of twenty four (24) hours running from 12:00 am to 12:00am;

1.2.7 time is of the essence for the times, days, periods and any other obligations specified in these Terms and Conditions; and

1.2.8 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.1 By clicking "Confirm Purchase” in the Shara App You acknowledge that You have read and understood the Terms and Conditions.

2.2 This Agreement governs Your use of the Services and the Shara App and Your Account in connection with those Services.

2.3 You will be deemed to execute this Agreement by clicking the checkbox next to “Confirm Purchase”. Please note that You will not be able to access the Services if You do not click the Accept button.

2.4 By downloading the Shara App and opening an Account with Shara, You agree to comply with and be bound by the Terms and Conditions governing the operation of the Account and You affirm that the Terms and Conditions herein are without prejudice to any other right that Shara may have with respect to the Account in law or otherwise.

2.5 This Agreement may be amended or varied from time to time and the continued use of the Services constitutes Your agreement to be bound by the terms of any such amendment or variation. We will take all reasonable measures to notify You of any changes and such changes may be published through Our social media platforms and/or website or any other method at Our discretion.

2.6 From time to time, updates to the Shara App may be issued through the website. Depending on the update, You may not be able to use the Services until You have downloaded or streamed the latest version of the App and accepted any new terms and conditions.

2.7 By using the Shara App or any of the Services, You consent to us collecting and using technical information about the Equipment and related software, hardware and peripherals for services that are internet-based or wireless to improve Our products and to provide any Services to You. If You use these Services, You consent to us and Our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of Your data to determine our credit scoring services or to improve Our Services and/or Your experience while using the Shara App.

3.1 In consideration of You agreeing to abide by the terms of this Agreement, we grant You a non-transferable, non-exclusive licence to use the Shara App on Your Equipment, subject to the Terms and Conditions. We reserve all other rights, except as expressly set out in this Agreement or as permitted by any local law.

3.2 You further agree:

3.2.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Shara App;

3.2.2 not to make alterations to, or modifications of, the whole or any part of the Shara App, or permit the Shara App or any part of it to be combined with, or become incorporated in, any other programs;

3.2.3 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Shara App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Shara App with another software program, and provided that:

3.2.3.1 the information obtained by You during such activities is not unnecessarily disclosed or communicated without Our prior written consent to any third party; and is not used to create any software that is substantially similar to the Shara App;

3.2.3.2 You include Our copyright notice on all entire and partial copies You make of the Shara App on any medium;

3.2.4 not to provide or otherwise make available the Shara App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

3.2.5 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Shara App or any Service (the Technology).

4.1 You must:

4.1.1 not use the Shara App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Shara App, any Service or any operating system;

4.1.2 not infringe Our intellectual property rights or those of any third party in relation to Your use of the Shara App or any Service, including the submission of any material (to the extent that such use is not licensed by this Agreement);

4.1.3 not transmit, through the use of the Shara App or any Service, any material that is defamatory, offensive or otherwise objectionable;

4.1.4 not use the Shara App or any Service in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other users; and

4.1.5 not collect or harvest any information or data from any Service or Our systems or attempt to decipher any transmissions to or from the servers running any Service.

5.1.1 You acknowledge that all Intellectual Property Rights in the Shara App and the Technology anywhere in the world belong to us or Our licensors, that rights in the Shara App are licensed (not sold) to You, and that You have no rights in, or to, the Shara App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that You have no right to have access to the Shara App in source-code form.

5.2 USE OF THE SERVICES

5.2.1 The Services offered by Shara can only be utilized by persons over the age of 18.

5.2.2 Shara reserves the right to verify the authenticity and status of Your Mobile Money Account with the relevant Mobile Money Provider.

5.2.3 Shara reserves the right to verify the authenticity and status of your bank account details.

5.2.4 Shara’s acceptance of Your application for an Account will be displayed on the Shara App. You hereby acknowledge and accept that the acceptance by Shara of Your application for an Account does not create any contractual relationship between You and the Mobile Money Providers beyond the terms and conditions that apply to Your Mobile Money Account from time to time.

5.2.5 Shara reserves the right to decline Your application for a Transaction product or to revoke the same at any stage at Shara’s sole and absolute discretion and without assigning any reason or giving any notice thereto.

5.2.6 Shara reserves the right (in its sole and absolute discretion) to issue, decline to provide Services and/or vary the terms of any Service depending on its assessment of the credit profile of each user from time to time. The terms will be displayed on the Shara App.

5.3 PERSONAL INFORMATION

5.3.1 You hereby agree and authorize Shara to verify information provided by You to Shara against the information held by the Mobile Money Providers and/or Third Party Identity Verification Saas Providers in relation to Your Mobile Money Account pursuant to the agreement between You and the relevant Mobile Money Provider for the provision of its products and services and the Mobile Money Service.

5.3.2 The information that Shara may verify against the information held by the Mobile Money Providers and/or Third Party Identity Verification Saas Providers includes (without limitation): Your phone number, name, date of birth, Identification Number (“ID”) or Passport Number and such other information that will enable Shara to identify You and comply with the regulatory “Know Your Customer” requirements (together the “Personal Information”).

5.3.3 You hereby agree and authorise Shara to verify information including, but not limited to, data relating to Your Equipment (including, without limitation, Your phone’s history), Your transaction history with Suppliers, any SMS sent to You by the Mobile Money Providers and/or Third Party Identity Verification Saas Providers and any financial services providers relating to Your use of the Mobile Money Service and such other information as Shara shall require for purposes of providing You the Services (the “Relevant Information”).

5.3.4 You hereby consent to Shara verifying the Personal Information and the Relevant Information with the Mobile Money Providers and/or Third Party Identity Verification Saas Providers and using of the Personal Information and the Relevant Information to the extent necessary in the opinion of Shara.

5.3.5 You hereby agree and authorise Shara to obtain and procure Your Personal Information and Relevant Information from Third Party Identity Verification Saas Providers or Your respective Mobile Money Provider and You further agree and consent to the disclosure and provision of such Personal Information by the Mobile Money Provider and/or Third Party Identity Verification Saas Providers, and further to indemnify and hold Shara and the Mobile Money Provider and/or Third Party Identity Verification Saas Providers harmless with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such Personal Information and/or Relevant Information.

5.3.6 You hereby agree and authorise Shara to obtain and procure Your Personal Information from the Credit Reference Bureaus and You further agree and consent to the disclosure and provision of such Personal Information by the Credit Reference Bureaus.

5.3.7 Shara reserves the right to request for further information from You pertaining to Your application for an Account at any time. Failure to provide such information within the time required by Shara may result in Shara declining to accept Your application for an Account.

5.3.8 With respect to the Credit Reference Bureaus:

5.3.8.1 Shara reserves the right to supply Your consumer credit information to the Credit Reference Bureaus;

5.3.8.2 You confirm that Shara may transmit to the Credit Reference Bureaus data on:

5.3.8.2.1 the Shara App;

5.3.8.2.2 opening and termination of Your Account; and

5.3.8.2.3 information on non-compliance with the Terms and Conditions ..

5.3.8.3 the Credit Reference Bureaus will provide a credit profile and possibly credit scores on Your creditworthiness, subject to the credit record.

6.1 Requests shall be made via a contact link on the Shara App, via e-mail at [email protected].

6.2 You hereby irrevocably authorise Shara to act on all Requests received by Shara from You (or purportedly from You) through the System and to hold You liable in respect thereof. Shara may nevertheless refuse to carry out any Requests in its sole and absolute discretion.

6.3 Shara shall be entitled to accept and to act upon any Request. Notwithstanding, Shara may reject a Request:

6.3.1 in relation to a loan application from You even if You have previously been issued with a loan by Shara;; and if the Request is incomplete or ambiguous, pending further enquiry or further confirmation (whether written or otherwise) from You. However, Shara shall still be entitled to accept and to act upon any Request. if Shara, in its absolute discretion, believes that it can correct the incomplete or ambiguous information in the Request without any reference to You being necessary.

6.4 Shara shall be deemed to have acted properly and to have fully performed all the obligations owed to You notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and You shall be bound by any Requests on which Shara may act, if Shara has in good faith acted in the belief that such instructions have been sent by You.

6.5 You agree to and shall release from and indemnify Shara against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Shara having acted in accordance with the whole or any part of any of Your Requests (or failed to exercise) the discretion conferred upon it.

6.6 You acknowledge that to the full extent permitted by law, Shara shall not be liable for any unauthorised drawing, transfer, remittance, disclosure, any activity or any incident on Your Account by the fact of the knowledge and/or use or manipulation of Your Account PIN, password, ID or any means whether or not occasioned by Your negligence.

6.7 You acknowledge that Shara is authorised to effect such orders in respect of Your Account as may be required by any court order or competent authority or agency under the applicable laws.

6.8 In the event of any conflict between any terms of any Request received by Shara from You and this Agreement, this Agreement shall prevail.

7.1 You hereby agree to pay all Transaction charges, Service Fee and other charges payable in connection with Your use of the Services.

7.2 The Service Fee payable by You to Shara in relation to a Transaction shall be be communicated to You in writing, on the Shara App, by email, SMS or other electronic means.

7.3 We shall be entitled to set and charge Service Fees, based on Your use of the Services and from time to time amend or vary Our Service Fees. If We decide to vary or amend Our Service Fee, the Service Fee payable on any new application for Services will be displayed on the Shara App.

7.4 We will use reasonable efforts to try to notify You of any changes in relation to Service Fee within a reasonable period before such changes are implemented including displaying notices of the changes on either the Shara App, via SMS, through Our Social Media platforms or on Our website.

7.5 All payments to be made by You under this Agreement shall be made in full without any setoff or counterclaim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. If You are at any time required to make any deduction or withholding from any payment to Shara, You shall immediately pay to Shara such additional amounts as will result in Us receiving the full amount it would have received had no such deduction or withholding been required as provided under Clause 9.1.

7.6 If You fail to make any payments due to Shara at the due date for payment as indicated on the Shara App, Shara will be authorized to apply the additional fees at a rate to be communicated to You.

7.7 You agree to pay all other fees, expenses and taxes, duties, impositions and expenses incurred in complying with Your Requests as notified by Shara.

7.8 You hereby agree to pay costs charges and expenses incurred by Us in obtaining or attempting to obtain payment of any Credit Advance owed by You.

7.9 If there is any extraordinary increase or decrease in the effective purchasing power of the Nigerian currency, as measured in Our reasonable discretion, We shall have the right to make corresponding adjustments in the Service Fee. For purposes of this clause, a change of at least fifteen percent (15%) shall be regarded as an extraordinary increase or decrease in the effective purchasing power of the Nigerian currency.

8.1 A statement and activity report in respect of Your Credit Advance will be made available on Request as provided under Clause 6.1.

8.2 Your statement will show all the details of the last transaction or such other number of transactions as determined by Us and initiated from Your Equipment. You must check Your statement carefully and notify us as soon as possible if it includes any transaction or other entry which appears to You to be wrong or not made in accordance with Your instructions.

8.3 We reserve the right to rectify discrepancies, add and/or alter the entries in Your statements, without prior notice to You. We will however inform You of any rectification, additions and or alterations effected on Your statements within a reasonable time after the changes are effected.

8.4 Save for a manifest error, a statement issued to You in respect of Your transactions shall be conclusive evidence of the transactions carried out and requested by You from Your Equipment for the period covered in the statement.

9.1 All payments to be made by You in connection with these Terms and Conditions are calculated without regard to any taxes payable by You. If any taxes are payable in connection with the payment, You must pay Shara an additional amount equal to the payment multiplied by the appropriate rate of tax. You must do so at the same time as making the payment.

9.2 You hereby consent and agree that Shara may withhold amounts in Your Account if any tax authority requires Shara to do so, or Shara is otherwise required by law or pursuant to agreements with any tax authority to do so, or if Shara needs to comply with internal policies or with any applicable order or sanction of a tax authority.

10.1 You shall, at Your own expense, provide and maintain in safe and efficient operating order Your Equipment necessary for the purpose of accessing the System and the Services.

10.2 You shall be responsible for ensuring the proper performance of Your Equipment. We shall neither be responsible for any errors or failures caused by any malfunction of Your Equipment and nor shall We be responsible for any computer virus or related problems that may be associated with the use of the System, the Services or the Equipment. You shall be responsible for charges due to any service provider providing You with connection to the Network and We shall not be responsible for losses or delays caused by any such service provider.

10.3 You shall follow all instructions, procedures and terms contained in this Agreement and any document provided by Us concerning the use of the System and the Services.

10.4 You hereby agree and acknowledge that You shall be solely responsible for the safekeeping and proper use of Your Equipment and for keeping Your Credentials secret and secure. You shall ensure that Your Credentials do not become known or come into possession of any unauthorized person. We shall not be liable for any disclosure of Your Credentials to any third party and You hereby agree to indemnify and hold Us harmless from any losses resulting from any disclosure of Your Credentials as provided in Section 15.

10.5 You shall take all reasonable precautions to detect any unauthorized use of the System and the Services. To that end, You shall ensure that all communications from Us are examined and checked by You or on Your behalf as soon as practicable after receipt by You in such a way that any unauthorized use of and access to the System will be detected. You shall immediately inform Us in the event that:

10.5.1 You have reason to believe that Your Credentials are or may be known to any person not authorized to know the same and/or have been compromised; and/or

10.5.2 You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.

10.6 You shall at all times follow the security procedures notified to You by Us from time to time or such other procedures as may be applicable to the Services from time to time. You acknowledge that any failure on Your part to follow the recommended security procedures may result in a breach of Your Account's confidentiality. In particular, You shall ensure that the Services are not used or Requests are not issued or the relevant functions are not performed by anyone other than a person authorized to do so.

10.7 You shall not at any time operate or use the Services in any manner that may be prejudicial to Us.

11.1 An Event of Default occurs when You fail to pay any Service Fee, any sum payable for a Transaction granted under the Terms and Conditions for the period set forth in the Transaction’s offer pages and any other charges as provided under Clause 7, unless failure to pay is caused solely by an administrative error or technical problem not within Your control.

11.2 At any time after an Event of Default has occurred which is continuing, Shara may, without prejudice to any other right or remedy granted to it under any law:

11.2.1 Terminate this Agreement in accordance with Clause ‎12 below;

11.2.2 declare that any amount owed to Shara is immediately due and payable, whereupon they shall become immediately due and payable; and

11.2.3 supply information concerning the Event of Default to Credit Reference Bureaus. A copy of any adverse information concerning You sent to a Credit Reference Bureau shall be made available to You upon written request;

11.2.4 Engage an external collections agency to seek repayment;

11.2.5 get indemnification upon demand against any reasonable loss or expense, which We may incur as a consequence of an Event of Default; and

11.2.6 terminate this Agreement in accordance with Clause ‎12 below.

12.1 We may at any time, upon notice to You, terminate or vary Our business relationship with You and close Your Account and in particular but without prejudice to the generality of the foregoing, We may cancel Transactions which we have granted and require the repayment of outstanding debts resulting from such Transactions within such time as We may determine.

12.2 Without prejudice to Our rights under this section. We may, at Our sole discretion, suspend or close Your Account:

12.2.1 if You use the Account for unauthorized purposes, or if We detect or reasonably suspect any abuse/misuse, breach of content, fraud or attempted fraud relating to Your use of the Services;

12.2.2 if We are required or requested to comply with an order or an instruction or a recommendation from the government, court, regulator or other competent authority;

12.2.3 if We reasonably suspect or believe that You are in breach of this Agreement (including non-payment of any Transaction amount due from You where applicable) which You fail to remedy (if remediable) within 5 days after the service of notice by email, SMS or other electronic means requiring You to do so;

12.2.4 where such a suspension or variation 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;

12.2.5 where Your Account becomes inactive or dormant;

12.2.6 if Your Account or the agreement with the Mobile Money Provider and/or Mobile Network Provider is terminated for whatever reason;

12.2.7 if Shara 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; or

12.2.8 If you breach any of the License Restrictions.

12.3 Termination shall however not affect any accrued rights, remedies and liabilities of either party.

12.4 If We receive notice of your death, We will not be obliged to allow any operation or withdrawal from your Account by any person except upon production of administration letters from a competent authority or confirmed grant of letters of administration or confirmed grant of probate by your legal representatives duly appointed by a court of competent jurisdiction.

13.1 Shara shall not be responsible for any loss suffered by You should the Services be interfered with or be unavailable by reason of the failure of any of Your Equipment, or any other circumstances whatsoever not within Shara’s control including , without limitation, Force Majeure or error, interruption, delay or non- availability of the System, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

13.2 You acknowledge that the Shara App has not been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the Shara App as described meet Your requirements.

13.3 We only supply the Shara App for domestic and private use. You agree not to use the Shara App and Documents for any commercial, business or resale purposes, and we have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13.4 Shara will not be liable for any losses or damage suffered by You as a result of or in connection with:

13.4.1 any defect or fault in the Shara App or any Service resulting from You having altered or modified the Shara App;

13.4.2 any defect or fault in the Shara App resulting from You having used the Shara App in breach of the terms of this Agreement;

13.4.3 Your breach of any of the licence restrictions as provided under Clause 4 or the Acceptable Use Restrictions as provided under Clause 5;

13.4.4 unavailability of sufficient funds in Your Mobile Money Account;

13.4.5 failure, malfunction, interruption or unavailability of the System, Your Equipment, the Network or a Mobile Money System; the money in Your Account being subject to legal process or other encumbrance restricting payments or transfers thereof; Your failure to give proper or complete instructions for payments or transfers relating to Your Account;

13.4.6 any fraudulent or illegal use of the Services, the System and/or Your Equipment; or

13.4.7 Your failure to comply with these Terms and Conditions and any document or information provided by Shara concerning the use of the System and the Services.

13.5 If for any reason other than a reason mentioned in clauses 13.1 to 13.4, the Services are interfered with or unavailable, Shara’s sole liability under this Agreement in respect thereof shall be to re-establish the Services as soon as reasonably practicable.

13.6 Save as provided in clause 13.5, Shara shall not be liable to You for any interference with or unavailability of the Services, howsoever caused.

13.7 Under no circumstances shall Shara be liable to You for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, howsoever caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to Shara.

13.8 All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.

14.1 In consideration of Shara complying with Your instructions or Requests in relation Your Account, You undertake to indemnify Shara and hold it harmless against any loss, charge, damage, expense, fee or claim which Shara suffers or incurs or sustains thereby and You absolve Shara from all liability for loss or damage which You may sustain from Shara acting on Your instructions or requests or in accordance with these Terms and Conditions.

14.2 The indemnity in clause 14.1 shall also cover the following:

14.2.1 All demands, claims, actions, losses and damages of whatever nature which may be brought against Shara or which it may suffer or incur arising from its acting or not acting on any Request 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, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Shara’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by Shara.

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.

14.2.3 Any unauthorised access to Your Account 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 Equipment.

14.2.4 Any loss or damage occasioned by Your failure to adhere to these Terms and Conditions and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by Shara as a consequence of any breach by these Terms and Conditions.

14.2.5 Any damages and costs payable to Shara in respect of any claims against Shara for recompense for loss where the particular circumstance is within Your control.

15.1 If you wish to contact us in writing, or if any condition in these Terms and Conditions requires you to give us notice, you can send this to us by e-mail to [email protected] or to such e-mail address that may be communicated to you from time to time. We will confirm receipt of this by contacting you in writing by e-mail.

15.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by sms to the mobile phone number or email address you provide to us in your request for the Shara App.

16.1 Remedies Cumulative

16.1.1 No failure on the part of any party to exercise, or delay on its part in exercising, any right, power or remedy provided by this Agreement or by law shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise of that, or any other, right, power or remedy.

16.2 No waiver

16.2.1 No failure by Shara to exercise, and no delay in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

16.3 Effect of invalidity

16.3.1 If any provision or part of a provision of this Agreement shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

16.4.1 The Terms and Conditions, as defined 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.

16.4.2 You acknowledge that in entering into this Agreement You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or Our Privacy Policy.

16.4.3 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

17.1 The Parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement, through amicable discussions.

17.2 In the event that an amicable settlement has not been reached within thirty (30) days after engaging in discussions, any controversy, dispute or claim arising out of or relating to this Agreement, which remains unresolved after discussions, shall be referred to the Courts of Law of Nigeria for hearing and determination.

18.1 This Agreement shall be governed by and construed in accordance with the laws of Nigeria.

19.1 We only use Your personal information in accordance with Our Privacy Policy. Please take the time to read Our Privacy Policy, as it includes important terms which apply to You.

19.2 Upon downloading the Shara App and clicking the “Accept” option with respect to these Terms and Conditions, You will be deemed to have accepted Shara’s Privacy Policy, a copy of which is available on the Shara App.

This Financing Agreement (the "Agreement") is a financial services agreement between:

1.1 Shara Technology Management Nigeria Limited a limited liability company incorporated in the Federal Republic of Nigeria, of company registration number RC 1714397 and whose registered address is 100 Opebi Road, Ikeja, Lagos ("Shara" which expression shall, where the context so require, include Shara's successors in title and assigns); and

1.2 The person whose duly registered mobile phone, number and personal details are used to register as a Buyer on the Shara App (hereinafter defined) ("Buyer").

Collectively referred to as the "Parties" and singularly as a "Party".

2.1 Shara is a digital platform that allows small businesses to provide loans to their customers through an application for Buyers (hereinafter defined) who buy goods and services from suppliers ("Shara App").

2.2 The Buyer is a small business owner who purchases goods from Suppliers (hereinafter defined) for revenue-generating business activities.

2.3 This Agreement is for the payment of the goods to be acquired by the Buyer from the Supplier on credit for their business needs.

2.4 The Parties have agreed to enter into this Agreement that will permit the Buyer to purchase goods on credit, pursuant to the terms in this Agreement.

2.5 This Agreement as read together with the Privacy Policy and Terms and Conditions shall constitute the complete terms and conditions that shall apply to the Buyer Account (all hereinafter defined).

2.6 This Agreement and any amendments or variations thereto shall take effect on the date that the Buyer subscribes for the Transaction Funds on the Shara App ("Effective Date").

The Parties agree as set out below:

3.1 In this Agreement (including its recitals and the annexures), unless the context otherwise requires, the following terms shall have the meaning ascribed to them below:

3.1.1 Applicable Laws means the laws of Nigeria and any other laws or regulations, regulatory policies, guidelines, or industry codes;

3.1.2 Business Day means a day, other than a Saturday, Sunday, or public holiday in Nigeria, when banks in Nigeria are open for business;

3.1.3 Continuing Provisions means clauses ,9, 11, 12, 13, 15,16, 22,23,24,25,26,27,28,29,30;

3.1.4 Credit Reference Bureaus includes any financial institution, or a credit reference bureau duly licensed under the laws and regulations of the Federal Republic of Nigeria to, collect and facilitate the sharing of customer credit information;

3.1.5 Data Protection Legislation means the Data Protection Act, 2019, as amended;

3.1.6 Dispute means any dispute that arises out of or in connection with this Agreement or the performance, validity, or enforceability of it between Shara and the Buyer;

3.1.7 Effective Date means the date that the Buyer initiates the Transaction on the Shara App;

3.1.8 Event of Default has the meaning prescribed to it in Clause 6;

3.1.9 Fee means the payment made by the Buyer to Shara in consideration of the Transaction Funds;

3.1.10 Force Majeure Event means events, circumstances, or causes beyond a reasonable control making performance of the obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, acts of terrorism, war, threat of or preparation for war, armed conflict, imposition of sanctions, nuclear, chemical or biological contamination or sonic boom, strikes or labor disputes or lockouts or industrial action, embargoes, any law or any action taken by a government or public authority, including without limitation imposing a quota or prohibition, or failing to grant a necessary licence or consent, non-performance by suppliers or sub-contractors or interruption or failure of utility service;

3.1.11 Fraudulent Conduct has the meaning prescribed to it in clause 9;

3.1.12 Instalment Payments means the payments made by the Buyer to Shara at fixed intervals in relation to the Transaction Funds as indicated and amended on the Shara App from time to time;

3.1.13 Instalment Repayment Schedule means the Chargeable Fee in relation to the Transaction Funds in addition to the Principal amount as displayed in the Shara App;

3.1.14 Intellectual Property Rights means rights to patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

3.1.15 KYC Information means know your customer information obtained by Shara to identify the Buyer on the Shara App;

3.1.16 Buyer Account means the account used by the Buyer on the Shara App for the purpose of effecting the transaction;

3.1.17 Buyer Information includes the business location, type of business, picture of the business, historical financial information including but not limited to mobile money statements, bank statements, loan history and use of credit products from banks and non-banking financial institutions, evidence of historical business transaction including but not limited to the Transaction Information, information on the Buyer, ownership of the business, information on business revenues and expenses, years of operation and sales information;

3.1.18 Buyer Repayment Schedule should be the repayment schedule displayed in the app and chosen by the Buyer;

3.1.19 Personal Data shall bear the meaning as set out in the Data Protection Legislation;

3.1.20 Privacy Policy means the Shara Privacy Policy as amended from time to time, which among other things, sets out the purpose of the collection and use of the Buyer's Personal Data, and the Buyers right to access, correct, delete, and object to the Processing, and the consequences of objecting to the Processing, pursuant to this Agreement;

3.1.21 Process shall mean processing as that concept is defined in the Data Protection Legislation including but not limited to the collection, retention, use, storage or distribution of Personal Data, and "Processing" shall have a corresponding meaning;

3.1.22 Relevant Information includes Personal Data, Buyer Information, and Transaction Information;

3.1.23 Services shall include any form of service or product that Shara offers on the Shara App pursuant to this Agreement that the Buyer subscribes to from time to time;

3.1.24 Supplier means a wholesaler that is recognised and approved by Shara, that provides goods or services to the Buyer;

3.1.25 Technology means all inventions, designs, information, know-how, specifications, formulae, data, processes, methods, techniques, and other technology in connection with the development, manufacture and production of this Agreement and used in, generated, or otherwise created in performing this Agreement;

3.1.26 Terms and Conditions means the Shara Terms and Conditions Agreement that sets out the terms of use of the Services, as amended from time to time;

3.1.27 Transaction Funds means the funds that are sent by Shara to the Supplier on behalf of the Buyer for payment for the Buyer’s goods or services from the Supplier, as a result of the buy now pay later agreement the Buyer has with Shara;

3.1.28 Transaction Information means information relating to the Buyer's purchase of goods or services that the Buyer is required to share with Shara as provided on the Shara App, including but not limited to a transaction description and any other information relating to the transaction as requested by Shara from time to time.

3.2 In this Agreement (including its recitals and the Annexures), unless the context otherwise requires:

3.2.1 Clause, schedule, and paragraph headings shall not affect the interpretation of this Agreement.

3.2.2 References to clauses and annexures are to the clauses and annexures of this Agreemen

3.2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3.2.4 The annexures form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the annexures.

3.2.5 The symbol NGN and the words Nigerian Naira denote the lawful currency of the Federal Republic of Nigeria, and all payments shall be made in NGN.

3.2.6 Time is of the essence for the times, dates and periods specified in this Agreement.

3.2.7 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

3.2.8 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

3.2.9 A reference to legislation or a legislative provision is a reference to it and its subsidiary legislation as amended, extended, or re-enacted from time to time or it is in force as at the date of this Agreement.

3.2.10 A reference to writing or written includes email.

3.2.11 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

3.2.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.2.13 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

3.2.14 Where any statement is qualified by the expression so far as the Party is aware or to the Party's knowledge (or any similar expression), that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry.

4.1 This Agreement shall become effective on the Effective Date and continue until the full settlement of the Amount Drawn, which is the complete repayment of the Installment Payments of both Principal and Fees, unless terminated in accordance with clause 14 (the "Term").

5.1 The Parties agree that Shara shall provide the Transaction Funds to the Supplier on behalf of the Buyer on the satisfaction of the following conditions:

5.1.1 by the Buyer lodging a request for the Transaction Funds on the Shara App;

5.1.2 by the Buyer selecting a Buyer Repayment Schedule;

5.1.3 by the Buyer providing KYC Information as requested by Shara from time to time;

5.1.4 by the Buyer uploading any request information on the Shara App, with respect to the purchase of goods and services between the Buyer and Supplier; and

5.1.5 by the Buyer providing the Relevant Information as requested on the Shara App.

5.2 Upon receiving the Buyers request for the Transaction Funds on the Shara App, Shara will release the Transaction Funds to the Supplier.

5.3 On the Supplier receiving the Transaction Funds, Shara is not at all responsible for the delivery of the Goods and Services from the Supplier to the Buyer, and Shara is not at all involved in the relationship between the Supplier and the Buyer.

5.4 The Buyer shall repay the Transaction Funds and Fees according to the Buyer Repayment Schedule.

6.1 In consideration of the Transaction Funds, the Parties agree that Shara shall charge a Fee for the disbursement of the Transaction Funds based on the Instalment Repayment Schedule displayed in the Shara App.

6.2 The Buyer hereby acknowledges that Shara reserves the right to, in its sole discretion, vary the Fee from time to time and shall notify the Buyer in writing, on the Shara App, by email, SMS or other electronic means.

6.1.2 engages in Fraudulent Conduct pursuant to clause 9.

6.2 At any time after an Event of Default has occurred which is continuing, Shara may, without prejudice to any other right or remedy granted to it under any law:

6.3 If Shara decides to vary or amend the Fee as provided under Clause 6.2, the varied and amended Fee shall only be applicable to Transaction Funds yet to be disbursed to the Buyer and will not be applicable to disbursed Transaction Funds

6.4 Fees on the Transaction Funds shall be payable according to the Instalment Repayment Schedule displayed in the Shara App.

7.1 An Event of Default occurs when the Buyer:

7.1.1 fails to pay the Instalment Payments according to the Buyer Repayment Schedule;

7.1.2 fails to pay the Fee according to the Instalment Repayment Schedule; or

7.1.3 engages in Fraudulent Conduct pursuant to clause 9.

("Event of Default")

7.2 At any time after an Event of Default has occurred which is continuing, Shara may, without prejudice to any other right or remedy granted to it under any law:

7.2.1 terminate this Agreement in accordance with clause below;

7.2.2 declare that any amount owed to Shara is immediately due and payable, whereupon they shall become immediately due and payable

7.2.3 close the Buyer Account;

7.2.4 supply information concerning the Event of Default to Credit Reference Bureaus. A copy of any adverse information concerning the Buyer sent to a Credit Reference Bureau shall be made available to the Buyer upon written request;

7.2.5 institute legal proceedings against the defaulting Buyer and is under no obligation to inform the Buyer before such proceedings commence, notwithstanding Clause 16.2.1;

7.2.6 assign its right, title and interest under the Agreement to an external collections agency who will take all reasonable steps to collect the outstanding loan amount; and

7.2.7 get indemnification from the Buyer upon demand against any reasonable loss charge, damage, or expense, fee or claim which Shara may incur as a consequence of the Event of Default pursuant to the Terms and Conditions.

8.1 The Buyer agrees to meet the following obligations under this Agreement:

8.1.1 register a Buyer Account on the Shara App and provide all KYC Information pursuant to Clause ;

8.1.2 enter an agreement with a supplier for the sale of goods as provided under Clause ;

8.1.3 purchase the goods from the supplier as provided under Clause ;

8.1.4 pay the Instalment Payments pursuant to the Buyer Repayment Schedule;

8.1.5 not to engage in any Fraudulent Conduct pursuant to clause .

9.1 The Buyer acknowledges that in relation to providing the Relevant Information, it is fraudulent to:

9.1.1 provide fake or misleading information with respect to Relevant Information; or

9.1.2 make any false representation, whether orally or in writing.

9.2 The Buyer acknowledge that it is a criminal offence to engage in any Fraudulent Conduct and that Shara reserves the right to initiate legal action where Shara knows or reasonably suspects that the Buyer, whether jointly or solely, is engaging in or has engaged in Fraudulent Conduct. Shara reserves the right to refer the matter to a court of competent jurisdiction for final resolution pursuant to clause .

9.3 Pursuant to clause , the Buyer acknowledge that engaging in any Fraudulent Conduct shall constitute an Event of Default. As set forth in clause , Shara may, at its sole discretion, suspend or close the Buyer Account and subsequently terminate this Agreement, if the Buyer engages in or are reasonably suspected to engage in any Fraudulent Conduct.

10.1 The Buyer hereby agrees to provide any and all Personal Data and Buyer Information reasonably required by Shara, pursuant to this Agreement from time to time.

10.2 Shara reserves the right to refuse the registration of the Buyer Account, where the Buyer fails to provide the required KYC Information in the form specified.

10.3 The Parties agree that Shara shall collect and Process the KYC Information in the following manner:

10.3.1 Shara shall request for KYC Information relating to the Buyer Account on the Shara App;

10.3.2 the Buyer shall firstly consent to the collection and Processing of the KYC Information according to the purpose of its collection;

10.3.3 The Buyer shall provide the KYC Information and be directed to the Privacy Policy; and

10.3.4 Upon receipt of the KYC Information, Shara shall store the information in accordance with the Data Protection Legislation.

10.4 By providing the KYC Information to Shara, the Buyer authorizes Shara to access their credit profile and share their credit information and those of their directors/Guarantors for credit appraisal with Credit Reference Bureaus and other external databases as notified to the Buyer in the Privacy Policy.;

10.5 The Buyer further indemnifies the Credit Reference Bureau and Shara and its officers, employees and agents from all claims, actions or proceedings of whatsoever nature and howsoever arising, suffered or incurred in connection with the sharing and access of the KYC Information for the purpose afore stated.

11.1 Shara shall comply with provisions of the Data Protection Legislation and the Privacy Policy when handling Personal Data in the course of this Agreement and shall not disclose or disseminate such information without the prior consent of the Buyer, unless authorized to do so.

11.2 The Processing of the Buyer's Personal Data shall be carried out on the basis that such Processing is necessary for the performance of this Agreement.

11.3 Shara shall ensure that it has in place appropriate technical measures to protect against unauthorised or unlawful Processing, against accidental loss, destruction or damage to the Personal Data, having regard to the state of technological development and the cost of implementing such measures.

12.1 Further to the Terms and Conditions, the Buyer acknowledges that:

12.1.1 all Intellectual Property Rights in the Shara App and all Technology anywhere in the world shall remain the exclusive property of Shara, or where applicable, the third party from whom Shara's right to use the Technology was derived;

12.1.2 the rights in the Shara App are licensed and are not sold to them, and that they have no right in or to the Shara App or the Technology, other than their respective right to use the Shara App in accordance with this Agreement; and

12.1.3 they have no right to access the Shara App in source-code form.

12.2 Shara shall immediately give notice in writing to the Buyer of any actual, threatened, or suspected infringement of Shara's Technology, or any unauthorised use of Shara's Technology and require the Buyer to remedy (if remediable) within five (5) Business Days after the service of notice by email, SMS or other electronic means requiring the Buyer to do so.

13.1 Each Party warrants that:

13.1.1 it has full power and authority to carry out the actions contemplated under this Agreement;

13.1.2 its entry into and performance under the terms of this Agreement will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party; and

13.1.3 all information, data and materials provided by it under this Agreement will be accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party.

13.2 Except as expressly provided in this Agreement, there are no conditions, warranties, or other terms binding on the Parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is, to the extent that it is lawful to do so, excluded by this Agreement.

14.1 Without affecting any other right or remedy available to it, Shara may suspend or terminate its business relationship with the Buyer and close the respective accounts by giving immediate notice if:

14.1.1 the Buyer uses their Buyer Accounts for unauthorized purposes or where Shara detects or reasonably suspects any abuse, misuse, or breach of content relating to the use of the Services;

14.1.2 the Buyer engages in any Fraudulent Conduct pursuant to clause 9; 

14.1.3 Shara reasonably suspects or believes that the Buyer is in breach of this Agreement (including non-repayment of any amount due), which the Buyer fails to remedy (if remediable) within five (5) Business Days after the service of a notice by email, SMS or other electronic means requiring the Buyer to do so; 

14.1.4 the Buyer is inactive or dormant on their respective accounts for a continuous period of ninety (90) days;

14.1.5 such a suspension is necessary as a consequence of technical problems or for safety reasons, to facilitate, update or upgrade the contents or functionality of the Services from time to time;

14.1.6 the Buyer commences negotiations with all or any class of its creditors with a view to reschedule any of its debts, or makes a proposal to enter into any compromise or arrangement with its creditors, or if a petition is filed, notice is given, or an order is made in connection to the bankruptcy or corporate insolvency of the Buyer;

14.1.7 the Buyer suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business;

14.1.8 any warranty given by a Party in clause 13 of this Agreement is found to be untrue or misleading;

14.1.9 Shara 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; or

14.1.10 Shara is required or requested to comply with an order, instruction or recommendation from the Government, court, regulator, or other competent authority.

14.2 Upon suspension or termination Shara shall cancel any Transaction Funds which it has granted and require the full repayment from the Buyer of any outstanding debts within such time as Shara may determine, notwithstanding the Instalment Repayment Schedule and the Buyer Repayment Schedule.

14.3 Without affecting any other right or remedy available to it, the Buyer may terminate this Agreement by giving one (1) months' notice to the other Parties. On termination of this Agreement, the Buyer shall immediately repay Shara in full for any outstanding debts, notwithstanding the Instalment Repayment Schedule and Buyer Repayment Schedule.

14.4 On termination of this Agreement, the Continuing Provisions shall continue in force.

14.5 Termination shall not affect any accrued rights, remedies, obligations, or liabilities of any of the Parties that have accrued up to the date of termination.

14.6 If Shara receives notice of either the Buyer's death, Shara will not be obliged to allow any operation or withdrawal from the Buyer Account by any person except upon production of administration letters from a competent authority or a confirmed grant of letters of administration or a confirmed grant of probate by a legal representative duly appointed by a court of competent jurisdiction. 

15.1 Any notice or communication between the Parties in connection with this Agreement or required by this Agreement shall be made in writing.

15.2 The Buyer shall contact Shara in writing via e-mail at [email protected]. Shara shall confirm receipt of this email by contacting the Buyer by e-mail, using the email address provided on the Shara App upon registration.

15.3 Shara shall contact the Buyer either by email or SMS on the mobile number and email address provided on the Shara App upon registration by the Buyer.

15.4 Pursuant to clause 15.3, any notice or communication shall be deemed to have been received by the Buyer, if delivered by email or SMS, at the time recorded by the electronic delivery receipt.

16.1 In the event of a Dispute, the Parties shall endeavour to reach a resolution of the Dispute satisfactory to all Parties. Any Party may commence such a process by promptly requesting a meeting with the other Party, which may take place in person, or remotely.  

16.2 In the event that the Dispute is not resolved amicably within ten (10) Business Days of the meeting between the Parties taking place, or if for any reason, such meeting does not take place within ten (10) Business Days of any Party requesting the meeting, then the Dispute may, at Shara's sole request, be referred to a court of competent jurisdiction, by giving notice in writing to the Buyer ("Dispute Notice") and the informal negotiations in clause 16.1need not continue.

16.3 If the Buyer commences court proceedings in relation to the Dispute before Shara has exercised its sole option pursuant to Clause 16.2, it is agreed that on Shara's demand, the court proceedings instituted by the Buyer shall be discontinued within five (5) Business Days upon receipt of Shara's demand. It is further agreed by the Parties that, on commencement of the option chosen by Shara as provided under Clause 16.2, any court already appointed upon the Buyer's initiative shall have no jurisdiction in respect of the Dispute and the Buyer shall pay all costs incurred in connection with this initiative.

16.4 Pursuant to clause 16.2, where the Dispute is referred to a court of competent jurisdiction, the Dispute shall be finally resolved by the court of competent jurisdiction.

16.5 Nothing in clause 16 shall restrict any Party’s freedom to commence legal proceedings of any nature for the purposes of seeking preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending a final decision or award.

16.6 Notwithstanding clause 16.1, Shara reserves the right to resolve a Dispute by unilaterally referring the Dispute to a court of competent jurisdiction for final resolution. 

16.7 The Parties agree that any dispute that arises between the Buyer and the Supplier, shall solely be between the Buyer and the Supplier, to the exclusion of Shara.The Buyer further agrees to indemnify Shara for any claim, loss, cost and expense arising out of defending a claim with respect to a dispute between the Buyer and the Supplier.

17.1 Shara shall as soon as is reasonably practicable after the start of a Force Majeure Event, notify the Buyer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement.

17.2 Provided that Shara has complied with clause 17.1, if Shara is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, Shara shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

17.3 Provided that Shara has complied with clause 17.1, the Buyer shall fully repay any outstanding debts relating to the Transaction Funds granted prior to the commencement of the Force Majeure Event, within such time as Shara may determine, notwithstanding the Instalment Repayment Schedule and the Buyer Repayment Schedule .

18.1 No variation of this Agreement shall be effective unless it is in writing and signed by Shara or their authorised representatives.

18.2 Any variation of this Agreement agreed by the Parties in accordance with clause 18.1shall be deemed to apply to all future transactions entered into after the date of such variation but shall not apply to transactions already in force at that date unless such variation specifically so provides.

19.1 The Buyer shall not assign, transfer, charge, subcontract, or in any other manner deal with any or all its rights and obligations under this Agreement without the prior written consent of the other Parties.

19.2 Such consent as set forth in Clause 19.1shall not be unreasonably withheld or delayed.

20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement, which shall remain in full force.

21.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

21.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

22.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

23.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24.1 This Agreement does not give rise to any third party rights to enforce any term of this Agreement.

24.2 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

25.1 Each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.

26.1 This Agreement as read together with the Terms and Conditions and the Privacy Policy constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

26.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

27.1 This Agreement shall be governed by and construed in accordance with the Nigerian Law.

28.1 The Parties irrevocably agree that the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

29.1 Each of the Parties to this Agreement hereby agrees and confirms that it has executed this Agreement with the intention to bind itself to the contents hereof.