This privacy policy (Policy) together with our Terms of Use and Loan Account Agreement and any additional terms of use applies to your use of:

1. CarroyPay Limited mobile application software (CarrotPay) available on our site OR hosted on the Google Play Store (App Site), once you have downloaded or streamed a copy of the App onto your mobile telephone or handheld device (Device).
2. Any of the services accessible through the App (Services) or those available on the App Site or other sites of ours or other value third-party Sites (Service Sites).

This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.

Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By downloading the App, you confirm that you have read, understood and accept the terms of this Policy set out hereunder. You also consent to the collection, use, storage, processing and disclosure of your personal information in the manner set out in this Policy.

A. Information we may collect from you

We may collect and process the following data about you.

i. Information you give us about you (Submitted information):

This may include information:

• provided by filling in forms when visiting our sites or on our App;
• provided by corresponding with us (for example, by e-mail or chat);
• provided by downloading or signing up on the App, subscribing to any of our Services (such as applying for a loan), searching for an app or Service, sharing data via the App's social media functions, entering a competition, promotion or survey, and reporting a problem with the App, our Services, our App Site or any of Our Service Sites.

This information may include your name, address, e-mail address and phone number, the Device's phone number, age, username, password and other registration information, financial and credit information (including your mobile money account details, bank account details, and bank verification number, where applicable), personal description and photograph.

ii. Information we collect about you and your device.

Each time you visit one of our Sites or use one of our Apps we may automatically collect the following information:

• technical information, including the type of mobile device you use, unique device identifiers (for example, your Device's IMEI or serial number), information about the SIM card used by the Device, mobile network information, your Device’s operating system, the type of browser you use, or your Device’s location and time zone setting (Device Information);
• information stored on your Device, including contact lists, call logs, SMS logs, social media accounts, other financial applications, photos, videos or other digital content (Content Information);
• data from your use of any other third-party application on the Device or the Service Sites; and
• details of your use of any of our Apps or your visits to any of Our Service Sites; including, but not limited to, traffic data, location data, weblogs and other communication data (Log Information).

iii. Location information.

We also use GPS technology OR other location services to determine your current location. You can withdraw your consent to our collection, processing or use of this information at any time by logging out and uninstalling the App from your Device.

iv. Information we receive from other sources (Third Party Information).

Due to the nature of the Services which we provide, we are required to work with a number of third parties (including credit reference agencies and mobile network providers) and we may receive information about you from them.

v. Unique application numbers.

When you install or uninstall a Service containing a unique application number or when such a Service searches for automatic updates, that number and information about your installation, for example, the type of operating system, may be sent to us.

B. Tracking and cookies

We may use mobile tracking technologies and/or website cookies to distinguish you from other users of the App, App Site, or Service Sites. This helps us to provide you with a good experience when you use the App or browse any of the Service Sites and also allows us to improve the App and Our Service Sites.

C. Uses made of the information

We may associate any category of information with any other category of information and will treat the combined information as personal data in accordance with this Policy for as long as it is combined.

Information collected by us shall be used for the purpose of determining whether or not to provide a loan to the customer, the amount of such loan and the terms and conditions applicable to such loan.

Save in compliance with an order of the Court, Arbitral Panel, Tribunal, Regulatory Directive or Order or any other legal or regulatory obligation, we do not disclose information about identifiable individuals to other parties, but we may provide them with anonymous aggregate information about our users (for example, we may inform them that 500 men aged under 30 have applied for a loan on any given day).

D. Disclosure of your information

We may disclose some or all of the data we collect from you when you download or use the App to credit reference bureaus.

We may disclose your personal information to any member of our group, which means our subsidiaries, affiliates, our holding company and its subsidiaries.

We may disclose your personal information to third parties:

• in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
• if CarrotPay Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets;
• if we are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request; and/or
• in order to: enforce our Terms and Conditions and other agreements or to investigate potential breaches; report defaulters to any credit bureau; or for the purpose of publishing statistics relating to the use of the App, in which case all information will be aggregated and made anonymous.

E. Where We store your personal data

The data that we collect from you may be transferred to and stored at a destination outside your country of origin or residence (as applicable) where the data protection laws may differ from those in your jurisdiction. It may also be processed by staff operating outside your country of origin or residence (as applicable), who work for us or for one of our suppliers. These staff members may be engaged in the fulfilment of your requests on the Service Sites. By submitting your personal data, you agree to the collection, transfer, storing or processing of your personal data in the manner set out above. We will take all steps reasonably necessary to ensure that your data is treated, stored and processed securely and in accordance with this Policy

F. Security of Data

We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Policy and no transfer of your data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

Notwithstanding the undertaking above, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, using global best practices, we cannot guarantee the security of your data transmitted to Our Service Sites; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.

Where we have given you (or where you have chosen) a password that enables you to access certain parts of Our Service Sites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone. If you do share your password with others, you will be responsible for all actions taken in the name of your account and the consequences.

If you lose control of your password, you may lose substantial control over your personal information and other information submitted to us. You could also be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason or if you have grounds to believe that your password has been compromised, you should immediately contact us and change your password. You are reminded to log off from your account and close the browser when finished while using a shared computer.

G. Your Data Privacy Rights

• Right to Rectification: Users can modify or change their name, email, password, and mobile login PIN via their profile.
• Right of Access, Erasure, and Restrict Processing: Users can request access or erasure of their personal information, as well as request restriction on further processing of their personal information by contacting us at hello@carrotpay.ng. Please allow up to 30 days for requests to be processed. We reserve the right to charge a reasonable fee to process excessive or repeated requests.
• Right to Withdraw Consent: Users can stop receiving our promotional emails by following the unsubscribe instructions included in every email we send, or by adjusting your Marketing Preferences in your profile. Users also have choices with respect to cookies, as described above. By modifying your browser preferences, you have the choice to accept all cookies, to be notified when a cookie is set, or to reject all cookies. If you choose to reject all cookies some parts of our Service may not work properly in your case.
• Right to lodge a complaint with a supervisory authority: Should you feel your data privacy rights are not being adequately protected by us, you have the right to lodge a formal complaint with the appropriate supervisory authority.

This Agreement is a financial services and an end-user license agreement between you (“End-user” “Borrower” or “you”) and the relevant CarrotPay entity duly incorporated and licensed under the laws of your country (“CarrotPay”, “us” or “we”) for the mobile application software, the data supplied with the software and the associated Services (defined below) (“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 CarrotPay.

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

It is agreed as follows:

1. Definition and interpretation

1.1 Definitions

For the purposes of this Agreement and the preamble above, unless the context requires otherwise:

• Acceptable Use Restrictions has the meaning given to it in clause 5;
• Agreement means this Agreement;
• Account means your loan account with CarrotPay;
• Business Day means a day other than a Saturday, Sunday or national or public holiday in your country;
• Credentials means your personal credentials used to access the App and operate your Account;
• Credit Reference Bureau includes any financial institution or a credit reference bureau duly licensed under the laws and regulations of your country at every given time, to inter alia, collect and facilitate the sharing of customer credit information;
• Electronic Money means a monetary value that is electronically stored in an instrument or device representing an equal amount of cash;
• Electronic Payment Service means the payment service delivered in electronic form by a licensed payment service provider in accordance with the laws and regulations of your Nigeria;
• Electronic Payment System means the facility operated by the Payment System Provider for the provision of the Electronic Payment Service;
• 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;
• Equipment includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;
• Event of Default has the meaning given to it in clause 11.1;
• Force Majeure means events, circumstances or causes beyond the reasonable control of CarrotPay making CarrotPay’s performance of its obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, strikes or labour disputes, embargoes or government orders, pandemics, epidemics;
• Licence Restrictions has the meaning given to it in clause 4;
• Loan means the principal amount of the loan made or to be made by CarrotPay to you under this Agreement from time to time through the App or (as the context requires) the principal amount outstanding for the time being of that loan;
• Mobile Network Operator means a mobile network operator in your country licensed in accordance with the relevant laws and regulations;
• Network means a mobile cellular network operated by a Mobile Network Operator;
• Payment System Provider means a Mobile Network Operator, Deposit Banks, and other financial institutions that has been duly licensed by the laws and regulations of Nigeria to provide electronic payment services in Nigeria;
• Privacy Policy means the Nigerian Privacy Policy that sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us;
• Request means a request or instruction received by CarrotPay from you or purportedly from you through the Network and the Electronic Payment System and upon which CarrotPay is authorised to act;
• Services shall include any form of financial services or products that CarrotPay may offer you pursuant to this Agreement and which you may from time to time subscribe to; and “Service” shall be construed accordingly;
• SIM Card means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the Network and, in some cases, to use the Value Storage Account (as defined below);
• SMS means a short message service consisting of a text message transmitted from your mobile phone to another;
• System means CarrotPay’s electronic communications software enabling you to communicate with CarrotPay for purposes of the Services. The System and the Services will for the purpose of this Agreement be accessed through the Electronic Payment System;
• Technology has the meaning given to it in clause 3.1.4;
• Transaction Fees includes any fees and charges payable for the use of the Services as published by CarrotPay on CarrotPay’s website or by such other means as CarrotPay shall in its sole discretion determine. Transaction Fees are subject to change at any time at CarrotPay’s sole discretion; and
• Value Storage Account means your electronic money store of value, being the record maintained by a Payment System Provider from time to time held by you in the Electronic Payment System.

1.2 Interpretation

In addition to the definitions in clause 1.1, unless the context requires otherwise:

1. the singular shall include the plural and vice versa;
2. a reference to any one gender, whether masculine, feminine or neuter, includes the other two.
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.
4. the recitals and schedules shall be deemed to form part of this Agreement.

2. Acceptance of terms and conditions

2.1 You must carefully read and understand the Terms and Conditions set out in this Agreement and as amended from time to time by CarrotPay (the Terms and Conditions) before downloading or streaming the App or opening an account with CarrotPay which will govern the use and operation of the App and the Account.

2.2 After downloading the App, you will be deemed to have accepted the Terms and Conditions immediately upon your clicking the “Continue” button during your Loan application on CarrotPay’s System or any other button which signifies your acceptance of these Terms and Conditions and an intention to use the App. If you do not agree with the Terms and Conditions please do not click “Continue” in CarrotPay’s System. Please note that you will not be able to access the Services if you decline the Terms and Conditions. If you do not agree to the Terms and Conditions, we will not give you access to CarrotPay Services.

2.3 By downloading the App and opening an Account with CarrotPay, 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 CarrotPay may have with respect to the Account in law or otherwise.

2.4 These Terms and Conditions may be amended or varied by CarrotPay from time to time and your continued use of the Services constitutes your agreement to be bound by the terms of any such amendment or variation. Blocka Cash will take all reasonable measures to notify you of any changes.

2.5 From time to time updates to the App may be issued. 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.

2.6 By using the 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 App.

3. Grant and scope of licence

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 App on your Equipment, subject to these Terms and Conditions. We reserve all other rights. Except as expressly set out in this Agreement or as permitted by any local law, you agree:

• not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
• not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
• not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the 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 App with another software program, and provided that:
  • the information obtained by you during such activities is not 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 App,
  • you include our copyright notice on all entire and partial copies you make of the App on any medium and you undertake not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
• to comply with all technology control or export laws and regulations in your country that apply to the technology used or supported by the App or any Service (the Technology).

4. Licence restrictions

You must not:

• use the 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 App, any Service or any operating system;
• infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this Agreement);
• transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
• use the 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
• 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. Acceptable use restrictions

5.1 Intellectual property rights

5.1.1 You acknowledge that all intellectual property rights in the App and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold or assigned) to you, and that you have no rights in, or to, the 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 App in source-code form.

5.2 Use of the services

5.2.1 The Services offered by CarrotPay can only be utilized by persons over the age of 18. CarrotPay reserves the right to verify the authenticity and status of your Bank Accounts and Bank Verification Numbers with the relevant Payment System Provider.

5.2.2 CarrotPay’s acceptance of your application for an Account will be displayed on the App. You hereby acknowledge and accept that the acceptance by CarrotPay of your application for an Account does not create any contractual relationship between you and the Payment System Provider.

5.2.3 CarrotPay reserves the right to decline your application for a Loan or to revoke the same at any stage at CarrotPay’s sole and absolute discretion and without assigning any reason or giving any notice thereto.

5.2.4 CarrotPay reserves the right (in its sole and absolute discretion) to issue, decline to issue a Loan and/or vary the terms of any Loan depending on its assessment of the credit profile of each individual borrower from time to time. The terms of the Loan and the interest rate payable in relation to each loan application will be displayed on the App.

5.3 Personal information

5.3.1 You hereby agree and authorise CarrotPay to verify information provided by you to CarrotPay against the information held by the Payment System Providers pursuant to the agreement between you and the relevant Payment System Provider for the provision of its products and services and the Electronic Payment Service and any other information bank available to CarrotPay in Nigeria.

5.3.2 The information that CarrotPay may verify against the information held by the Payment System Providers includes (without limitation): your phone number, name, date of birth, Identification Number (“ID”) or Passport Number and such other information that will enable CarrotPay to identify you and comply with the regulatory “Know Your Customer” requirements in your country (together the “Personal Information”).

5.3.3 You hereby agree and authorise CarrotPay to verify 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 or by you, from any 3rd party applications, and such other information as CarrotPay shall require for purposes of providing you the Services (the “Relevant Information”).

5.3.4 You hereby consent to CarrotPay verifying the Personal Information and the Relevant Information with the Payment System Providers and using the Personal Information and the Relevant Information to the extent necessary in CarrotPay’s opinion.

5.3.5 You hereby agree and authorise CarrotPay to obtain and procure your Personal Information and Relevant Information from your respective Payment System Provider and you further agree and consent to the disclosure and provision of such Personal Information by the Payment System Provider and further to indemnify and hold CarrotPay and the Payment System Provider 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 CarrotPay 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 CarrotPay 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 CarrotPay may result in CarrotPay declining to accept your application for an Account or a Loan.

5.3.8 CarrotPay reserves the right to supply consumer credit information and information about the Borrower to the Credit Reference Bureaus, and in this regard: you confirm that CarrotPay may transmit to the Credit Reference Bureaus data about the App, opening and termination of an Account by you.

5.3.9 You acknowledge that information on non-compliance with the Terms and Conditions of this Agreement may be transferred to the Credit Reference Bureaus; and

5.3.10 The Credit Reference Bureaus may provide CarrotPay with a credit profile and possibly credit scores on your creditworthiness.

6. Requests made by the borrower

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

6.2 Subject to its discretion, CarrotPay reserves the right to reject any Request in relation to a Loan application from you even if you have previously been issued with a Loan by CarrotPay.

6.3 CarrotPay shall be entitled to accept and to act upon any Request, even if that Request is otherwise for any reason incomplete or ambiguous if, in its absolute discretion, CarrotPay believes that it can correct the incomplete or ambiguous information in the Request without any reference to you being necessary.

6.4 CarrotPay 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 CarrotPay may act if CarrotPay has in good faith acted in the belief that such instructions have been sent by you.

6.5 CarrotPay may, in its absolute discretion, decline to act on or in accordance with the whole or any part of your Request pending further enquiry or further confirmation (whether written or otherwise) from you.

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

6.7 You acknowledge that to the full extent permitted by law, CarrotPay 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 Personal Identification Number, password, ID or any means whether or not occasioned by your negligence.

6.8 CarrotPay 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 in your country.

6.9 In the event of any conflict between any terms of any Request received by CarrotPay from you and this Agreement, this Agreement shall prevail.

7. Interest and fees

7.1 The interest payable by you to CarrotPay in relation to any Loan shall be displayed by CarrotPay on the App. CarrotPay shall be entitled to set and charge Transaction Fees, in connection with your use of the Services and from time to time amend or vary its Transaction Fees for the Services. If CarrotPay decides to charge Transaction Fees or where already applicable, vary or amend its Transaction Fees, the Transaction Fees payable on any new application for Services will be displayed on the App. CarrotPay will use reasonable endeavors to notify you of any changes in relation to Transaction Fees within a reasonable period before such changes are implemented including displaying notices of the changes on the App or CarrotPay’s website.

7.2 All payments to be made by you under this Agreement shall be made in full without any set off 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 CarrotPay, you shall immediately pay to CarrotPay such additional amounts as will result in CarrotPay receiving the full amount it would have received had no such deduction or withholding been required.

7.3 If you fail to make any payments due to CarrotPay at the due date for payment, CarrotPay will be authorised to apply late fees on such amount loaned to you at a rate to be communicated to you.

8. Statements

8.1 A statement and activity report in respect of your account will be made available on request. Requests shall be made via our e-mail address: hello@carrotpay.ng or via a contact link on the App.

8.2 The statement on the App shall provide details of the last 4 (four) transactions (or such other number of transactions as determined by CarrotPay) in your Account initiated from your Equipment.

8.3 Your statement will show all amounts added or taken from your Account. You must check your statement carefully and notify CarrotPay as soon as possible, and no later than 48 hours after receipt of your statement, if it includes any transaction or other entry which appears to you to be wrong or not made in accordance with your instructions.

8.4 CarrotPay reserves the right to rectify discrepancies, add and/or alter the entries in your statements, without prior notice to you.

8.5 Save for a manifest error, a statement issued to you in respect of your Account shall be conclusive evidence of the transactions carried out on your CarrotPay for the period covered in the statement.

9. Taxes

9.1 All payments to be made by you in connection with these Terms and Conditions or any Loan provided to you by CarrotPay are calculated without regard to any taxes payable by you in your country. If any taxes are payable in connection with the payments, you must ensure that you pay such taxes and that you pay to CarrotPay such additional amounts as will result in CarrotPay receiving the full amount it would have received had no such taxes been applicable to the payments.

9.2 You hereby consent and agree that CarrotPay may withhold amounts in your Account if any tax authority in your country requires CarrotPay to do so, or CarrotPay is otherwise required by law or pursuant to agreements with any tax authority to do so, or if CarrotPay needs to comply with internal policies or with any applicable order or sanction of a tax authority in your country. You will, however, be notified if such deductions are made.

10. Borrower's responsibilities

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. CarrotPay shall neither be responsible for any errors or failures caused by any malfunction of your Equipment, nor shall CarrotPay be responsible for any computer virus or related problems that may be associated with the use of the System, the Services and the Equipment. You shall be responsible for charges due to any service provider providing you with connection to the Network and CarrotPay 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 CarrotPay 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 unauthorised person. CarrotPay shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold CarrotPay harmless from any losses resulting from any disclosure of your Credentials.

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

• You have reason to believe that your Credentials are or may be known to any person not authorised to know the same and/or have been compromised; and/or
• You have reason to believe that unauthorised use of the Services has or may have occurred or could occur and a transaction may have been fraudulently initiated or compromised.

10.6 You shall at all times follow the security procedures notified to you by CarrotPay 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 authorised to do so.

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

11. Default on loan

11.1 An event of default (Event of Default) occurs when:

• you fail to pay any sum payable under a Loan in accordance with a scheduled repayment.
• any representation/information, warranty or assurance made or given by the Borrower in connection with the application for a Loan or any information or documentation supplied by the Borrower is incorrect, inaccurate or misleading;
• the Borrower does anything which may prejudice CarrotPay’s rights under this Agreement;
• you use or attempt to use the App or the Services for an unauthorized purpose; or
• the Borrower is declared bankrupt, insolvent or unable to pay his debts as they fall due under the laws of his country.

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

• terminate this Agreement in accordance with clause 12 below;
• declare that the Loan (and all accrued interest and all other amounts outstanding under this Agreement is immediately due and payable, whereupon they shall become immediately due and payable; and
• 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.

CarrotPay reserves the right to 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 (together with any interest and fees accrued), and in this regard, CarrotPay shall have the right to share with such collection agencies, any information about the Borrower which it deems relevant.

11.4 CarrotPay also reserves the right to institute legal proceedings for the recovery of the Loan against you without any prior notice.

11.5 The Borrower shall be responsible for all legal costs and expenses incurred by CarrotPay in connection with any enforcement action taken by CarrotPay for the collection and repayment of the Loan (together with any interest or fees due on the Loan).

11.6 In the event that an Event of Default occurs, the Borrower grants to CarrotPay the right to notify the Borrower and any other person who, in CarrotPay’s opinion, may assist with the recovery of the outstanding loan amount. You agree that this notification may be done by any means of communication which CarrotPay deems appropriate.

12. Variation and termination

12.1 CarrotPay may at any time, upon notice to you, terminate or vary its business relationship with you and close your Account and in particular but without prejudice to the generality of the foregoing, CarrotPay may cancel credits which it has granted and require the repayment of outstanding debts resulting from such credits within such time as CarrotPay may determine.

12.2 Without prejudice to CarrotPay’s rights under clause 12.1, CarrotPay may at its sole discretion suspend or close your Account:

• you use the Account for unauthorised purposes or where CarrotPay detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
• if your Account or agreement with a Mobile Network Operator is terminated for whatever reason;
• if CarrotPay is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority;
• if CarrotPay reasonably suspects or believes that you are in breach of these Terms and Conditions (including non-payment of any Loan amount due from you where applicable) which you fail to remedy (if remediable) within 14 days after the service of notice by email, SMS or other electronic means requiring you to do so;
• 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; or where your Account becomes inactive or dormant;
• if CarrotPay 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
• if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

12.3 If your Account has a credit balance at any time as a result of overpayment of your Loan, you may issue a Request to CarrotPay for payment of such credit balance and CarrotPay will return any such balance to you, less any applicable fees, provided that such amount falls above the minimum transfer amounts specified by the relevant Payment System Provider.

12.4 Termination shall however not affect any accrued rights and liabilities of either party.

12.5 If CarrotPay receives notice of your demise, CarrotPay 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. Exclusion of liability

13.1 CarrotPay 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 CarrotPay’s control including , without limitation, Force Majeure or error, interruption, delay or non-availability of the System, terrorist or any enemy action, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

13.2 You acknowledge that the 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 App as described meet your requirements.

13.3 We only provide the Services on the App for domestic, private use, and small and medium business financing needs, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of your unauthorised use of the App.

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

• any defect or fault in the App or any Service resulting from you having altered or modified the App;
• any defect or fault in the App resulting from you having used the App in breach of the terms of this Agreement;
• your breach of any of the Licence Restrictions or the Acceptable Use Restrictions;
• unavailability of sufficient funds in your Value Storage Account;
• failure, malfunction, interruption or unavailability of the System, your Equipment, the Network or the Electronic Payment 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;
• any fraudulent or illegal use of the Services, the System and/or your Equipment; or
• your failure to comply with the Terms and Conditions and any document or information provided by CarrotPay 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, CarrotPay’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, CarrotPay shall not be liable to you for any interference with or unavailability of the Services, howsoever caused.

13.7 Under no circumstances shall CarrotPay 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 CarrotPay.

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

14. Indemnity

14.1 In consideration of CarrotPay complying with your instructions or requests in relation to your Account, you undertake to indemnify CarrotPay and hold it harmless against any loss, charge, damage, expense, fee or claim which CarrotPay suffers or incurs or sustains thereby and you absolve CarrotPay from all liability for loss or damage which you may sustain from CarrotPay 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:

• All demands, claims, actions, losses and damages of whatever nature which may be brought against CarrotPay 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 CarrotPay’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 CarrotPay.
• 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.
• 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.
• Any loss or damage occasioned by the failure by you 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 CarrotPay as a consequence of any breach of these Terms and Conditions.
• Any damages and costs payable to CarrotPay in respect of any claims against CarrotPay for recompense for loss where the particular circumstance is within your control.

15. Communication between us

15.1 If the Borrower wishes to contact CarrotPay in writing, or if any condition in these Terms and Conditions requires the Borrower to give notice to CarrotPay, you can send this to us by e-mail to hello@carrotpay.ng 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 posting such notice on our website; or by e-mail or sms to the mobile phone number or e-mail address you provide to us in your request for the App.

16. General

16.1 Remedies Cumulative

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

No failure by CarrotPay 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

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.

17. Entire Agreement

17.1 These Terms and Conditions and our Privacy Policy 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.

17.2 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.

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

18. Dispute Resolution

18.1 Disputes

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. To this end, the Parties in dispute shall each promptly appoint representatives of appropriate standing who shall meet and attempt to resolve any dispute between them. In the event that an amicable settlement has not been reached within thirty (30) days of the parties’ representatives meeting as aforesaid, the following provisions of this clause 18 shall apply.

18.2 Arbitration

• Any dispute, difference or question whatsoever and howsoever arising out of or in connection with this Agreement, save as specifically provided herein, shall be referred for final determination to a single arbitrator to be appointed by agreement between the parties hereto or in default of any such agreement within seven (7) days of the notification of any dispute by either party to the other then, upon application by either party, by the Chairman for the time being of the Institute of Arbitrators in your country (the Institute).
• Such arbitration shall take place in your country and shall be conducted in accordance with the applicable rules of arbitration of the Institute.
• To the extent permissible by law the determination of the arbitrator shall be final and binding upon the Parties and shall not be subject to any appeal.
• Nothing in this clause 18.2 shall restrict either 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 the final decision or award of any arbitrator.

19. Govering Law

This Agreement shall be governed by and construed in accordance with the laws of your country.

20. CarrotPay’s privacy policy

20.1 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.

20.2 Upon downloading the App and clicking the “Accept” or “Continue” or any other button which signifies your acceptance of these Terms and Conditions and an intention to use the App, you will be deemed to have accepted CarrotPay’s Privacy Policy, a copy of which is available on the App.

21. Nigeria specific provisions

These additional terms and conditions shall apply to borrowers or users of the App and Services who are resident in Nigeria (“Nigerian Borrower”).

21.1 CarrotPay Limited Nigeria Entity

The relevant associated CarrotPay entity in Nigeria is CarrotPay Limited, an entity duly incorporated as a private limited liability company under the Companies and Allied Matters Act Cap C20, LFN 2004. CarrotPay is duly authorised to provide short term unsecured loans to individuals via a mobile lending application.

21.2 Governing law

The Terms and Conditions between CarrotPay Limited Nigeria and a Nigerian Borrower shall be governed by and construed in accordance with Nigerian Law.

21.3 Additional dispute resolution provisions

Notwithstanding any provision to the contrary in this Agreement, CarrotPay Limited Nigeria shall have the right to institute proceedings for recovery of any outstanding amounts against a defaulting Nigerian Borrower in the High Court of Lagos State.

The herein contained End User License Agreement ("Agreement") should be read carefully. It contains important terms that affect you and your use of the Software. By clicking "I accept" or by installing, copying, or using the Software, you agree to be bound by the terms of this Agreement, including the disclaimers. If you do not agree to these terms, do not download, install, copy, or use the Software.

1. Software License

In this Agreement, "Software" means the CarrotPay Mobile Application which may include related printed material, media and any other components and/or software modules, including but not limited to required drivers. It could also include any necessary updates and upgrades.

2. Grant of License

By downloading via Google Play Store or Apple Store, installing, copying or using the Software, we grant you a limited, non-transferable, non-exclusive, royalty-free license to install and use the Software in accordance with the terms of this Agreement. This Agreement shall also govern any and all updates and upgrades that would replace, overwrite and/or supplement the original installed version of the Software unless those other upgrades are covered under a separate license, at which those terms of that license will govern.

3. Terms of License

a. Permitted Uses:

You may install and use the Software solely for your personal and non- commercial use. A commercial profit-oriented business is strictly prohibited.

b. Restricted Uses:

1. No Distribution, etc.: You may not distribute, sub-license, loan, or sell the Software or any of its content that is contained or displayed in it to any third party.
2. No Modification: You may not modify, alter, or create any derivative works of the Software, without the prior written consent of the company.
3. No Reverse Engineering: You may not reverse, engineer, decompile, decode, decrypt, disassemble, or derive any source code from or about the Software.
4. Proprietary Notices: You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

4. Support and Maintenance

We will provide you with the necessary support and maintenance services as follows:

1. Email Support: During our normal business hours, we will attempt to respond to technical questions that you email to us within 24hours under the conducive atmosphere of operation.
2. Patches and Fixes: We will attempt to correct issues identified in the Software by providing patches and fixes.
3. Upgrade: Where applicable, we will attempt to distribute Software upgrades on a regular basis.

5. Updates

We may find the need from time to time to make available to all license holders updates for the offered content, in accordance with the herein contained terms and conditions of this Agreement. It shall be at our sole discretion to make conditional releases of said upgrade to you upon your acceptance of another end user license agreement. Should you elect to install and make use of these updates, you are therefore agreeing to be subject to all applicable license, terms and conditions of this Agreement and/or any other agreement.

6. Information

You hereby authorize us to lawfully access, use or disclose your details processed on the Software for our use. This use may include but shall not be limited to such purposes as are necessary to promote or sustain the Software or its promotion. You hereby unequivocally waive any claim you may have against the company arising from any such access, use or disclosure.

7. Term

This Agreement is effective upon acceptance and installation of the Software (the "Effective Date") and will continue until terminated in accordance with the terms of this agreement.

8. Personal Data

1. Personal data is all information that directly or indirectly may refer to the Software User which he/she has provided in the course of this Agreement or use of the Software. Such includes Contact information [name, title, address, email address, mobile phone number etc., date of birth, employment information [name, address, phone number and email address of employee], financial information [information about the User’s income and any charges, where available.
2. We, where necessary, will process the personal data in order to provide a simplified service and in order to simplify the process. We will process the personal data for confirming your identity, administering the customer relationship, preventing misuse or improper use of our Software, for the prevention of money laundering, customer analysis, assessment, risk analysis and management, business development, for commercial and marketing purposes and for complying with applicable laws.
3. By accepting the Terms of this Software, you agree that we may use and/or reuse data provided or previously provided and we may carry out enquiries to help on your use of the Software. Where available, we will use such information to confirm your identity and simplify the use of our service.

9. Information Sharing and Disclosure

We will not share your Personal data with anyone. However, we may share such information to third parties only on "Need basis" such as when: a. We have your consent to share the information b. The law requires it of us c. We respond to court orders or legal processes; or d. We find that your actions violate any part of the terms of the use of the Software.

10. Warranties

1. This Software and its content, with all its faults, defects, and errors, are provided "As Is" and without any warranty.
2. We do not promise that the Software will be free of bugs, errors, viruses, or other defects. We will not be liable for your use of or inability to use the Software, its content, or any associated service. Disclaimer of All Other Warranties: We are not making any other express or implied warranties, including any implied warranties of title, quiet enjoyment, quiet possession, merchantability or fitness for a particular purpose, except as stated. The entire risk as to the quality of or performance of the Software, if any, rest with you.

11. Acknowledgments

1. Ownership of Software: We own the Software and all intellectual property rights in and to it
2. Third Party Software: The Software may now or later contain third party software that requires notices or additional terms. If so, those notices and additional terms are and will be located on our website and are incorporated by reference into this Agreement.
3. Consent to Use of Data: You agree that we and our affiliates may collect and use technical information gathered as part of our support services. We may use this information, but only to improve our products and services. We will not disclose this information in a form that personally identifies you.
4. Compliance with Laws: In the use of the Software, you must comply with all applicable laws and regulations (including those relating to the import and export of software).
5. Limitation of Liability: We will not be liable for breach-of-contract or damages that could not reasonably have been foreseen on entering into this Agreement.

12. Termination

1. Termination by Us: We may terminate this Agreement upon five (5) days' prior written notice to you. Upon notice of such termination, the installation shall be disconnected or disabled. We shall also have the power to summarily terminate this Agreement devoid of any notice.
2. Termination by You: You may terminate this Agreement by:
   1. permanently destroying all copies of the Software in your possession or control,
   2. removing the Software from any hard drive on which it is installed, and
   3. giving us Notice certifying that you have taken these steps.

13. General

1. Entire Agreement: This Agreement contains all the terms between the Parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
2. Amendment: We may amend this Agreement on one or more occasions by posting amendments to our website. If you do not accept amendments to this agreement, then this license will immediately terminate.
3. Assignment: You may not assign this Agreement or any of your rights under it. We may assign this Agreement or any of our rights at any time without notice or the need for your consent.
4. Severability: If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
5. Waiver: A party's failure or neglect to enforce any rights under this Agreement will not be deemed to be a waiver of that party's rights.
6. Notices: We may deliver any notice required by this Agreement via pop-up window, dialog box, or other on-screen device, even though you may not receive the notice until you next launch the Software. Any such notice will be deemed delivered on the date we first make it available through the Software.
7. Governing Law: This Agreement will be governed and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws rules. the Software.
8. Headings: The headings used in this Agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.

14. Contact Us

If you have any questions about this Agreement, please contact us by sending an email to hello@carrotpay.ng.

1. Advance and Repayment

1. Page agrees to advance the Loan and the Obligor agrees to take the loan subject to the terms and conditions as set out in the loan application flow and also herein in this offer letter terms and conditions.
2. The Obligor agrees to repay the Loan (principal plus accrued interest) in accordance with the terms and conditions document.

2. Interest

1. The repayment installments as calculated in the dedicated repayment schedule are done on the basis of payment at regular agreed intervals. If the due date for a repayment installment falls on a non-business day, then the repayment installment may be paid on the next succeeding business day. Additional interest may accrue in such cases.
2. CarrotPay will calculate interest on the daily balance outstanding.
3. Where the Obligor fails to pay a repayment instalment by the due date, will charge default interest rate at 0.5% per month on the unpaid sum.
4. will apply default interest rate from the date on which the Obligor was due to pay the sum.
5. The default interest rate
   1. is charged by CarrotPay in addition to the normal interest rate which it charges the Obligor at the same time and in the same manner as that normal interest.
   2. accrues before and after any court judgment, CarrotPay obtains against the Obligor.
   3. is liquidated damages to compensate CarrotPay for the additional risk and other administrative costs and expenses associated with the Obligor’s failure to pay the outstanding sum.

3. Representations and Warranties

1. He/she has the right to accept this facility and has taken all necessary actions to authorize same upon the terms and conditions herein.
2. He/she is not in default under any obligation in respect of any borrowed money that the acceptance of this facility will be or result in breach of or default under any provision of any other agreement to which the Obligor is a party.
3. The information given to CarrotPay electronical via the CarrotPay app or email correspondence in the formal loan application process is true and accurate
4. He/she will use the loan for the purpose(s) they told CarrotPay of in their application for the loan.

4. Events of Default

The occurrence of any of the following events shall cause all outstanding amounts under this facility to become immediately due and payable:

1. The Obligor fails to make a repayment or payment of principal, interest or other amount in respect of the loan on the date it was due to be paid; or
2. The Obligor breaches any of the terms and conditions of the Loan including any representation or confirmation given by the Obligor in this loan agreement
3. Where a bankruptcy petition is filed against the Obligor.
4. Where the Obligor is unable to pay any other party within the meaning of Section 1 of the Bankruptcy Act (Cap 30) Laws of the Federation of Nigeria.
5. Where a situation arises which in the opinion of CarrotPay makes it inappropriate for CarrotPay to continue to extend the facility to the Obligor.
6. Where the Obligor defaults in the performance or observance of any other term, condition or covenant herein and such breach or default shall continue unremedied after seven days’ notice shall have been given to the Obligor.

5. Costs and Expenses

1. The Obligor hereby agrees to pay all administrative costs, charges and expenses (including legal fees) reasonably incurred by CarrotPay in connection with the processing of this loan request.
2. The Obligor hereby agrees to pay all costs and expenses (including legal fees) incurred by CarrotPay in connection with any proceedings instituted by or against CarrotPay as a consequence of entering into this loan agreement.

6. Assignment and Disclosure of Information

1. The Obligor consents irrevocably to any future transfer and assignment, however arising of the loan, whether as part of a loan transfer scheme or otherwise.
2. The Obligor authorizes CarrotPay to disclose any information or documentation relating to the loan to third parties including credit reference agencies, collection agencies, as well as the Obligor’s employers (where the Obligor is in salaried employment) in the event that the loan has ceased to be serviced by the Obligor.

7. Variation of Conditions

1. reserves the right at all times to vary the terms and conditions of the loan agreement. Any such variation will become effective upon notice to the Obligor by any means CarrotPay considers reasonable in the circumstance.

8. Set-Off

1. may at any time with or without notice (a) combine or consolidate some or all of the Obligor’s accounts with it without any liability to CarrotPay and (b) set off and transfer any sum standing to the credit of any such account in full or partial payment of any amount the Obligor owes to the Company.
2. This clause is in addition to and does not amend or qualify any other present or future right of CarrotPay to combine or set off any of the Obligor’s accounts with it.

9. Governing Law

1. This loan agreement is governed by Nigerian law and the courts of the Federal Republic of Nigeria have jurisdiction in any matter arising from it.

**This offer is subject to a satisfactory credit report and further verification checks.**

DISCLAIMER:

As required by law, CarrotPay is mandated to disclose the status of defaulting loans to relevant local or international Credit Bureaus, Credit Monitoring Agencies and Regulatory Bodies.