Service Level Agreement with Pandascrow

PLEASE READ THIS AGREEMENT, INCLUDING ITS TERMS AND CONDITIONS, ALONG WITH THE PANDASCROW TERMS OF USE AND PRIVACY POLICY, CAREFULLY BEFORE USING PANDASCROW SERVICES. THIS AGREEMENT FORMS A LEGALLY BINDING CONTRACT BETWEEN YOU (THE USER) AND PANDASCROW (THE SERVICE PROVIDER).

YOU MAY NOT USE PANDASCROW SERVICES UNLESS YOU AGREE TO FOLLOW ALL TERMS AND CONDITIONS IN THIS AGREEMENT.

Please read this document carefully, print a copy sent to your email, or save it electronically for your records.

This Service Level Agreement (“Agreement”) is a legal contract between Pandascrow (together with its subsidiaries, affiliates, successors, and assigns) and You (hereinafter referred to as the “User”), as an individual or entity using Pandascrow's escrow and payment protection services. Pandascrow and User are collectively referred to as the “Parties” and individually as a “Party,” where:

• Pandascrow is a technology-driven escrow service provider based in Nigeria, offering secure transaction solutions to freelancers, merchants, and businesses across various industries, including B2C and B2B markets, to protect payments and deliveries.
• User desires to utilize Pandascrow's escrow services to safeguard transactions with customers or partners.
• The Parties have agreed to collaborate under this Agreement to outline their mutual obligations and responsibilities.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Definitions

In this Agreement, the following terms shall have the meanings assigned:

• “Agreement” means this Service Level Agreement, including any amendments, schedules, or revisions.
• “Applicable Law(s)” includes all laws, regulations, guidelines, and policies of Nigeria or any relevant jurisdiction applicable to escrow services, data protection, and transactions, including directives from the Central Bank of Nigeria (CBN) or other regulatory bodies.
• “Business Day” means any day except Saturday, Sunday, or a public holiday when banks in Nigeria are closed.
• “Confidential Information” means any non-public information shared between Parties, including financial data, business strategies, customer details, and trade secrets, but excludes information already public or lawfully obtained from a third party without restriction.
• “Customer” means any individual or entity making or receiving payments through the User's transactions facilitated by Pandascrow.
• “Dispute” means any disagreement between the User and a Customer or between the Parties regarding this Agreement.
• “Escrow Account” means the secure account managed by Pandascrow to hold funds during a transaction until conditions are met.
• “Escrow Services” means the payment protection and dispute resolution services provided by Pandascrow under this Agreement.
• “Fines” means any penalties or costs imposed on Pandascrow due to the User's breach of this Agreement or applicable regulations.
• “Intellectual Property Rights” means patents, copyrights, trademarks, and other proprietary rights owned by a Party.
• “Pandascrow Platform” means the online or mobile interface through which Escrow Services are accessed.
• “Refund” means the return of funds to a Customer or User as resolved through Pandascrow's process.
• “Regulatory Authority” means any government or regulatory body with oversight over Pandascrow or the User.
• “User Acceptance Test (UAT)” means the testing phase to ensure the Pandascrow Platform integrates correctly with the User's systems.

References to singular include plural, one gender includes all, and headings are for convenience only.

2. Non-Exclusivity

Pandascrow grants the User a non-exclusive right to use the Escrow Services via the Pandascrow Platform for their transactions.

3. Data Security

Both Parties must ensure data security on their respective platforms and comply with applicable data protection laws, including the Nigeria Data Protection Regulation (NDPR), to the extent relevant.

4. Term

This Agreement starts on the date of the last signature (“Effective Date”) and lasts for twelve (12) months (“Initial Term”), unless terminated earlier. It will automatically renew for successive one-year periods unless terminated per this Agreement.

5. Pandascrow's Obligations

Pandascrow agrees to:

• Provide a secure Escrow Account to hold funds until transaction conditions are met.
• Offer integration support and API access for the Pandascrow Platform, subject to User acceptance of the Terms of Use.
• Assist with fraud prevention and compliance support, per the Terms of Use.
• Set up the User on the Pandascrow Platform.
• Process settlements to the User's bank account promptly, per applicable laws.
• Notify the User via email upon successful UAT completion to begin a controlled live test.
• Provide technical support during implementation and post-launch.

6. User's Obligations

The User agrees to:

• Use the Pandascrow Platform to route transactions securely.
• Respond to fraud or dispute inquiries within one (1) Business Day.
• Notify Pandascrow immediately of any security breach or suspicious activity and take corrective action.
• Authorize Pandascrow to debit their account for Refunds or Chargebacks as required.
• Display clear policies on their website (e.g., refund, delivery terms, contact info) and respond to customer inquiries within one (1) Business Day.
• Maintain a 10% rolling reserve from settlements for 180 days, as detailed in Section 13.
• Comply with all applicable laws and regulations, including anti-money laundering rules.
• Conduct UAT with internal users only before going live and sign off on a Go-Live document.
• Report any unauthorized use of the Platform or events affecting performance.

7. Chargebacks and Refunds

The User acknowledges that Pandascrow may face Chargebacks (reversals of settled transactions) due to disputes or fraud. The User must reimburse Pandascrow for Chargebacks and respond to disputes per Pandascrow's process. Pandascrow may debit the User's account or deduct from settlements to recover Chargeback costs, even after termination.

8. Set-Off

Pandascrow may set off any User debts against amounts owed to the User, converting currencies at market rates if needed. Pandascrow may delay settlements if there's a risk of loss or fraud, with no interest payable to the User.

9. Fees and Revenue Share

Fees are outlined in Annexure 1 (available at pandascrow.io/pricing) and may be updated with notice. Pandascrow may adjust fees or waive them at its discretion, notifying the User accordingly.

10. Warranties

The User warrants they have no prior terminated agreements with payment providers due to fraud or regulatory issues. Both Parties warrant they are legally registered and authorized to enter this Agreement. Pandascrow does not guarantee uninterrupted service but will strive for optimal performance.

11. Indemnity

Each Party will indemnify the other against losses from negligence, willful misconduct, or breaches of this Agreement. The User will also indemnify Pandascrow for losses due to unauthorized platform use or failure to follow terms.

12. Fraudulent Transactions

Fraud includes unauthorized card use or illegal transactions. If fraud exceeds 0.10% of the User's monthly transactions, Pandascrow may terminate this Agreement and delist the User.

13. Rolling Reserve

Pandascrow will hold a 10% rolling reserve of transactions for 180 days to cover Chargebacks or Refunds. The reserve will be released on day 181, unless offset by liabilities.

14. Security/Deposit

Pandascrow may require additional security (e.g., deposit or guarantee) to cover User obligations. At termination, Pandascrow may retain funds for 180 days to cover potential losses.

15. Limitation of Liability

Pandascrow's liability is limited to amounts earned from the User's transactions in the prior month. Claims must be raised within two (2) years and exclude third-party actions not directed by Pandascrow.

16. Termination

Either Party may terminate with one (1) month's notice or immediately if the other breaches terms or faces insolvency. Upon termination, accrued transaction amounts will be settled, and the User's access to the Platform will end.

17. Confidentiality

Parties must protect each other's Confidential Information, using it only for this Agreement. Disclosure is allowed only to employees or affiliates on a need-to-know basis or as required by law, with prior notice.

18. Force Majeure

If a Party cannot perform due to events beyond their control (e.g., natural disasters), they must notify the other. If the delay exceeds two (2) months, the Agreement may terminate unless agreed otherwise.

19. Relationship Between Parties

This is a collaboration for escrow services, not a partnership. Pandascrow acts as the User's agent for transaction facilitation.

20. Intellectual Property

All Intellectual Property Rights in the Pandascrow Platform remain with Pandascrow. The User may not use or modify them without permission.

21. No Assignment

Rights under this Agreement cannot be assigned without consent, though Pandascrow may subcontract with notice.

22. Modifications

Changes require written agreement from both Parties.

23. Waiver

Rights cannot be waived except in writing; delays in enforcement do not waive them.

24. Severance

If any term is unenforceable, it will be severed without affecting the rest of the Agreement.

25. Further Assurances

Parties will cooperate to ensure this Agreement's full effect.

26. Whole Agreement

This Agreement, with the Terms of Use, supersedes all prior agreements on this subject.

27. Disputes and Dispute Resolution

Disputes unresolved within 30 days will be arbitrated at the Lagos Court of Arbitration (LCA) by a single arbitrator, with decisions final and binding. Costs are split equally.

28. Governing Law

This Agreement is governed by Nigerian law.

29. Notices

Notices must be sent to:

Pandascrow
Address: 13 Location, Oroazi Rd, New GRA, Port Harcourt 500027, Rivers, Nigeria
Email: support@pandascrow.io
Attention: Managing Director

30. Anti-Corruption

Both Parties must comply with anti-bribery laws (e.g., EFCC laws, U.S. FCPA) and ensure no undue advantages are offered.

Where a signed agreement is negotiated, it will take precedence over this document.