Terms of Service


These Website Terms and Conditions ("Terms") contained herein on this webpage, shall govern your access to and use of this website, including all pages within this website (collectively referred to as this "Website").

These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Terms.

PLEASE READ AND UNDERSTAND THE TERMS OF AGREEMENT CAREFULLY BEFORE BEING AGREED TO BE BOUND BY ITS TERMS.


Agreement

These Terms of Service is an agreement between you and Shockinflux. It details Shockinflux's obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our services.

Defination

Shockinflux is a product of Syntax Imagination. All reference to Shockinflux indicate a product of by Syntax Imagination and not as a standalone entity.

Age Restriction

These Terms of Service is an agreement between you and Shockinflux. It details Shockinflux's obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our services.

Registration

To use Shockinflux, you have to create a shockinflux account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You give us permission to do all these.

Change of Information

In the event that you change any information provided to us at registration including your business name, address, financial institution, mode of payments or the products and services that you offer, or where a corporate restructuring occurs you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us

Account Security

You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Shockinflux will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Shockinflux's services (including, without limitation, using PIN and/or password protected personally configured device functionality to access Shockinflux's services and not sharing your device with other people).

Syntax Imagination's Obligations

Syntax Imagination hereby agrees to:

  • Work with the Client to provide a functional payment platform tailored and customized to her need
  • Develop and provide proccessing channel for all major credit and debit cards generally accepted globally.
  • Remit all fund after charges to client's bank account(s) or created client's wallet(s)
  • Provide a simple yet clean reporting interface to ease and ensure transparency with client's funds.
  • Provide post-implementation support to the Client for three (3) months after execution of this agreement at no cost.
  • Implement future joint product designs for future initiatives that both parties can benefit from, to also include participation in joint press announcements.
  • On successful completion of the pre-go live user acceptance test (UAT), ensure and advise client by email on the start date to carry out a controlled end to end test in the Live environment with selected internal users only within client's organization for a period of one or two weeks in order to certify that the entire project implementation is successful and satisfactory with sign off by client.
  • Provide adequate technical support for the test duration where applicable during the implementation of the task as stated above.
  • API for Transfer will provided for Client upon request.

Client's Obligations

The Client hereby agrees to:

  • Turn the Shockinflux platform into the preferred method to route supported cards, payment methods & tokens originated transactions through the provided APIs in Nigeria and other countries as mutually agreed upon.
  • For any chargeback, Client will be liable and would have to provide an equivalent sum for chargebacks.
  • The client authorizes Syntax Imagination to debit the nominated bank settlement account for the full value plus other lawful charges in respect of all lawful transactions where the Cardholder is adjudged by the acquirer network to be entitled to a refund.
  • Ensure adequate fraud protection and regulatory compliance to relevant laws.
  • Implement future joint product designs for future initiatives that both parties can benefit from, to also include participation in joint press announcements;
  • Clients warrants that it shall be solely responsible and liable for the Know-Your-Customer (KYC) and Know-Your-Customer Business (KYB) details of all Merchants it introduces to the Platform and that in the event of fraud or where Syntax Imagination is called upon in any issue regarding any fraudulent Card transaction or other transaction(s) of any Store or Cardholder, Client shall at the request of Syntax Imagination irrevocably and unconditionally indemnify and defend Syntax Imagination and/or pay any damages, charges, fees and/or costs awarded against Syntax Imagination in a resulting final judgment (including reasonable legal fees) arising out of or resulting from any claim, action or demand (collectively a "Claim") from any merchant or Third Party.
  • Put in place appropriate security measures to monitor, control and prevent Fraud on their Store / Solution.
  • Ensure that at all times, the following information is displayed on its website and/or the Website of Stores(s) in relation to the business / service provided :
  • API for Transfer will provided for Client upon request.
    • Return, refund and cancellation Policy
    • Delivery policy for the goods/service(s) offered for sale
    • Commitment to process orders promptly (stating in clear terms delivery timelines where applicable).
    • Description of the goods/service (s) being offered for sale
    • An undertaking to ensure the security of cardholders' information and not to violate the privacy of cardholders who transact on its site.
    • Phone number(s) and e-mail address (es) for customer service contact.
    • An undertaking to respond to all customer enquiries/issues within 24 hours
  • Utilize the integration specification document/APIs in respect of the Payment Switch provided by Syntax Imagination.
  • The Client shall ensure that the provided APIs will be used across all of its created store and unique IDs as provided will be used to bind each store
  • Carry out an end to end Acceptance test in the Live environment with selected internal users only within client's organization and not the general public to certify that integration process was successful/ account settlement confirmation/ account statement narration is satisfactory etc. as applicable for a period of one or two weeks.
  • Implement the Acceptance test as stated above and close the project by signing off a project Go-Live document provided by Syntax Imagination for this purpose before exposing Client's project (product/service) to the general public.
  • Ensure that a safe and secure transfer mechanism is in place to guard against unauthorized transfers or fraud.

REMITTANCE:
Remittance of Local Funds:

Syntax Imagination shall remit local funds after charges to client's bank account(s) or created client's wallet(s) within 48 hours.

Remittance of International Funds:

  • Remit all funds after the transaction within 10 working days in the domiciled currency (USD, GBP, EUR) for foreign transactions. (extra charges would apply if a request is made for remittance earlier than 10 working days after the transaction, the transfer fee applicable is negotiable)
  • Remitance of foreign currency in the local currency can be done at the prevalent Central Bank of Nigeria rate on request by the Client.
  • Remitance of funds can be made to USD at the prevalent international rate upon request by the Client.

Warranties

  • The Parties warrant that they are duly registered and licensed, and have the full capacity, regulatory approvals and corporate authorization to enter into this Agreement and discharge the obligations and responsibilities created herein.
  • The Parties further warrant that no part of this agreement constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property.
  • Syntax Imagination neither warrants that the use of the Payment gateway or the operation thereof will be uninterrupted nor error free, however, Syntax Imagination warrants that it shall use its best endeavors to ensure that the Payment gateway functions optimally at all times and within generally accepted industry standards during the term of this Agreement.
  • The client warrants that it would restrict access or use of password details through its authorized personnel, to its administrators only and to comply with all reasonable instructions given by Syntax Imagination regarding account access and security. In the event the Client or any of its Agents shares his/her password details, Syntax Imagination will not be liable to you for losses or damages.
  • The Client warrants that it would take all reasonable steps to protect the security of the electronic devices through which it accesses the Shockinflux Payment portal (including, without limitation, using OTP, PIN and/or password protected personally configured device functionality to access the Shockinflux Payment portal and not sharing such device with unauthorized persons).

Confidentiality

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its representatives) certain confidential and proprietary information, including without limitation information concerning the Shockinflux payment portal and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

Confidential Information does not include information that:

  • is public knowledge at the time of disclosure by the disclosing party;
  • becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations;
  • was known by the receiving party prior to disclosure by the disclosing
  • party other than by breach of a third party's confidentiality obligations; or Is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

  • not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information;
  • not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent;
  • disclose the disclosing party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party's internal business purposes;
  • Take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and
  • Take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Liability

The liability of Syntax Imagination to the Client, whether in contract, negligence, and other tort, by way of indemnity or otherwise arising out of or in connection with this Agreement shall be subject to the financial limits set out below;

  • In no event shall Syntax Imagination be liable to the Client in excess of any amount that has accrued to Syntax Imagination from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises.
  • No liability shall be raised against Syntax Imagination more than Six (6) months after the accrual of the cause of such liability therefore.
  • Syntax Imagination will not be liable for the actions or inactions of any third party not acting on the instructions of Syntax Imagination; neither will Syntax Imagination be liable for the actions or inactions not directly traceable to it.
  • The Client shall be liable for all transfer requests sent to Syntax Imagination.
  • Liability for all due diligence regarding transfer instructions the Client gives Syntax Imagination shall be borne by the Client.

Independent Contractors

The relationship of Syntax Imagination and the Client is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Syntax Imagination, nor do they have any authority to bind Syntax Imagination by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. The Client may not assign this Agreement without the written consent of Syntax Imagination. Syntax Imagination may assign this Agreement in its sole discretion without the written consent of the Client.

Entire Agreement

This Agreement and the documents attached (forms 01-04) sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

Dispute Resolution

Any dispute, controversy or claim arising out of or in relation to this Contract, or the breach, termination or invalidity thereof, shall be settled amicably by negotiation between the Parties. In the event that such negotiation is unsuccessful, the parties agree that the dispute will be solved by arbitration. The applicable laws and regulations will be applied. The parties agree that the arbitration shall be carried out by three Arbiters, one appointed by each of the parties within 7 days of the official request for arbitration by either of the parties having notified the other party.
The third Arbiter will be nominated by the other two by contract between them within 7 days from the last appointment. The decision of the Arbitration panel shall be final and binding on the parties. Where there is no agreement between the two arbiters on the nomination of the third arbiter, the /nomination of the third arbiter shall be referred to the Chartered Institute of Arbitration of Nigeria for nomination.

Governing Law

This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.

Publicity

The Client hereby grants Syntax Imagination permission to use its' name and logo in its marketing materials including, but not limited to use on its' website, in customer listings, in interviews and in press releases.

Intellectual Property

Other than the express licenses granted by this Agreement, Syntax Imagination grants no right or license by implication, estoppel or otherwise to the Shockinflux Payment portal or any Intellectual Property Rights of Syntax Imagination. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein

Force Majeure

Neither Party shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in not be excused but shall be suspended only until the cessation of any cause of such failure If the period of incapacity exceeds two months, then this Agreement shall automatically terminate unless parties expressly agree otherwise in writing.

Force Majeure

Neither Party shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in not be excused but shall be suspended only until the cessation of any cause of such failure If the period of incapacity exceeds two months, then this Agreement shall automatically terminate unless parties expressly agree otherwise in writing.

Indemnity

The Client shall indemnify and hold Syntax Imagination harmless from and against any damage, loss or liability that Syntax Imagination may incur:

  • with respect to any negligent act or omission by, or wilful misconduct of, the Client's employees or agents to the extent however that such negligent act can be situated in the normal course of employment or appointment;
  • the violation of any applicable law, statute or regulation by the Client or its personnel;
  • By client wilfully or carelessly exposing the process/product/service to the general public during the process of carrying out tests in the controlled Live environment.
  • any modification or amendment of the prescribed terms of use communicated by Syntax Imagination, that Syntax Imagination did not specifically approve in writing;
  • any warranty, condition, representation, indemnity or guarantee granted by the Client with respect to the Payment Gateway with respect to the limited warranties specified in previous clauses,
  • In the event of any modification or addition to the Payment Switch not provided or approved by Syntax Imagination.
  • This section will not be construed to limit or exclude any other claims or remedies to which Syntax Imagination may be entitled hereunder or in law or equity

Termination

  • This Agreement may also be terminated forthwith by any of the Parties on giving written notice to the other, if the other Party is in material breach of the terms of this Agreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within 30 days of receiving a written notice requiring it to do so.
  • Syntax Imagination may terminate this agreement and delist the client and all registered stores where the client is identified as a source of fraudulent activity or causes damage to the Syntax Imagination brand whether financial or otherwise
  • Either Party may terminate this Agreement at any time on giving three (3) month's written notice to the other Party.
  • On Termination the Parties shall be discharged from any liability for further performance of its obligations under this Agreement and shall entitle either Party be paid the accrued sum for any successful transaction prior to such termination.
  • Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of any of the Parties nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

DEFINITIONS:

Agreement : means this Multichannel Payment Processing and remittance Agreement
End Users : Persons using the Shockinflux payment platform
Disclosing Party : means any one of the Parties under this Agreement who discloses Confidential Information to another person other than the Parties to this Agreement;
Recieving Party : means any person receiving Confidential Information from a Party under this Agreement
Administrator : the IT contact appointed by the Client.
Authorized Personnel : Client or his designate.

Updates, Modifications & Amendments
We may need to update, modify or amend our terms of service as our technology evolves. We reserve the right to make changes to this terms of service at any time by giving notice to Users on this page.

This terms may change from time to time at our sole discretion. We advise that you check this page often, referring to the date of the last modification on the page If a User objects to any of the changes to the terms, the User must cease using this Site, or terminate account in the event an account has been created.