Terms of Use

These Terms of Use (the "Terms") form a binding agreement between you and Plugin Agency Limited, a company incorporated in Nigeria with its registered address at 258 Borno Way, Ebute Metta, Lagos ("Plugin", "we", "us" or "our"). They govern your access to and use of the Plugin WhatsApp service, our website at https://www.pluginafrica.org/ our web platform and any related services (together, the "Services").

Our Privacy Policy and any rules or guidelines we publish for using the Services form part of these Terms. If you are a Professional, our Professional Terms of Service also apply to you and, if they conflict with these Terms, the Professional Terms of Service prevail.

Before you can use the Services, you will be asked to confirm that you accept these Terms and our Privacy Policy. By confirming, or by otherwise accessing or using the Services, you agree to be bound by these Terms. We keep a record of your acceptance, including the version of the Terms you accepted and the date and time of acceptance.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES.

In these Terms:

• "Client" means a User who requests or pays for a Job through the Services;
• "Professional" means a User who offers services to Clients through the Services, such as a designer, developer, marketer, tradesperson or event vendor, and who has completed our onboarding and verification process;
• "Job" means a specific piece of work agreed between a Client and a Professional through the Services, including its scope, deliverables, price and timeline as recorded on the Services;
• "Job Price" means the price for a Job agreed between the Client and the Professional;
• "Transaction Funds" means the Job Price and the Client Service Fee paid by a Client for a Job;
• "Payment Partner" means KORA and any other payment service provider licensed by the Central Bank of Nigeria, or bank, that we appoint to collect, hold and disburse Transaction Funds;
• "Release" means payment of the Job Price, less the Professional Fee, to the Professional; and
• "User" or "you" means any person who accesses or uses the Services, whether as a Client or as a Professional.

By using the Services, you represent that:

1. a)
   you are at least 18 years old;
2. b)
   you are of sound mind and have the legal capacity to enter into a binding contract;
3. c)
   all information you provide to us is true, accurate and complete, and you will keep it up to date;
4. d)
   if you use the Services on behalf of a business or organisation, you are authorised to bind it to these Terms; and
5. e)
   you are not barred from using the Services under any applicable law, and we have not previously suspended or closed your account.

Plugin is an online marketplace. We connect Clients with independent Professionals, provide the tools through which they agree Jobs and communicate, and arrange for payment for Jobs to be collected and released through our Payment Partner.

The contract for each Job is between the Client and the Professional. Plugin is not a party to that contract and does not perform the Job. Professionals are independent; they are not our employees, agents or partners, and they are responsible for the services they provide.

We do not supervise, direct or control how a Professional performs a Job. Except as expressly set out in these Terms, we do not guarantee the quality, safety, legality or timeliness of any Job.

Your account is linked to the WhatsApp phone number you use to access the Services. You must provide accurate information, including your name, your city and, if you choose, your email address, and keep it up to date.

You are responsible for all activity carried out through your WhatsApp number and account. Keep your phone, SIM card and WhatsApp account secure, and notify us immediately at support@pluginafrica.org if you lose control of any of them or suspect unauthorised use. We are not responsible for losses caused by someone else using your phone number or account, unless the loss results from our own failure to take reasonable care.

The Services are delivered through the WhatsApp Business Platform operated by Meta Platforms. Your use of WhatsApp is also subject to Meta's own terms and policies, and we are not responsible for any interruption, change or failure of WhatsApp.

Before a Professional can receive Jobs, we carry out onboarding checks. These currently include verifying the Professional's National Identification Number (NIN), confirming through our Payment Partner that the name on the Professional's bank account matches the name on their NIN (or, where the Professional is paid into the bank account of a registered business, that the account name matches the business's name as registered with the Corporate Affairs Commission (CAC) and that the Professional is a proprietor, partner or director of that business), and reviewing samples of their work and their social media profiles.

When we describe a Professional as "verified", we mean only that the Professional passed these checks at onboarding. Verification is not a guarantee or endorsement of a Professional's skill, qualifications, licences, character or conduct, and it does not mean that we have carried out a criminal record, police or background check.

Clients should use their own judgment before engaging a Professional, including by reviewing the Professional's portfolio and agreeing the scope of the Job clearly through the Services.

A Job is agreed when the Client accepts a Professional's quote through the Services and pays the Transaction Funds. The scope, deliverables, price and timeline confirmed through the Services form the terms of the Job.

Any change to the scope, price or timeline of a Job must be agreed by both the Client and the Professional through the Services. Changes agreed elsewhere may not be taken into account if a dispute arises.

Plugin charges the Client a service fee (the "Client Service Fee") and charges the Professional a commission (the "Professional Fee") on each Job. The applicable fees are shown to you before you pay for a Job or accept a quote.

Unless stated otherwise, all prices and fees shown on the Services are in Nigerian Naira and include Value Added Tax (VAT) where VAT applies. Payments must be made through the payment channels we provide; we do not accept cryptocurrency or any other payment method not approved by the Central Bank of Nigeria.

The Professional Fee is deducted from the Job Price on Release. The Client Service Fee is not refundable, except where the Client receives a full refund under Section 11.

We may change our fees from time to time. Any change will not affect Jobs that have already been paid for.

All payments for Jobs must be made through the Services. Payments are collected, held and disbursed by our Payment Partner. Plugin does not store your card details and does not process card payments on its own systems.

Each Professional appoints Plugin as its limited agent to receive payment of the Job Price on the Professional's behalf. When a Client pays the Transaction Funds through the Services, the Client's obligation to pay the Professional for that Job is discharged to the extent of the Job Price paid.

Transaction Funds are held in a designated account with our Payment Partner, separate from Plugin's own operating funds, until they are released or refunded in accordance with these Terms. Plugin does not use Transaction Funds for its own purposes, and no interest is payable on them.

Plugin is not a bank. We do not accept deposits and do not provide wallet, savings, credit or escrow services. Where the Services refer to a "protected payment" or similar term, this describes only the payment process set out in Sections 9 to 11.

For security and fraud-prevention purposes, we or our Payment Partner may set limits on the value of Jobs or payments, and may delay, hold or refuse a payment, Release or refund where:

• the law requires it, or requires further checks to be carried out before payment is made;
• we reasonably suspect fraud, money laundering or other unlawful activity;
• you have breached these Terms in a way that reasonably justifies the delay or refusal;
• the payment information provided is incomplete or incorrect;
• a dispute has been raised in relation to the Job; or
• our Payment Partner, a bank, a court or a regulator requires us to do so.

We will notify you if a payment is delayed or refused, unless the law prevents us from doing so.

When the Professional has completed the Job, they will mark it as complete on the Services. The Client should then review the work and either confirm delivery or raise a dispute.

The Job Price, less the Professional Fee, will be released to the Professional when:

1. a)
   the Client confirms delivery;
2. b)
   the Client neither confirms delivery nor raises a dispute within seven (7) days after the Professional marks the Job as complete (automatic release); or
3. c)
   a dispute is decided in the Professional's favour under Section 11.

Clients should check the work carefully within the seven (7) day period. Once funds have been released, whether on confirmation or automatically, they cannot be recalled through Plugin, and any further claim about the Job must be pursued directly against the Professional.

Released funds are paid to the bank account verified for the Professional during onboarding. We instruct our Payment Partner to make the payment promptly after Release, and the funds reach the Professional as soon as our Payment Partner and the Professional's bank process the transfer. Transfer times depend on our Payment Partner and the Professional's bank and are outside our control. Professionals must keep their bank details accurate. We are not responsible for payments made to account details supplied by the Professional.

A Client may cancel a Job before the Professional has started work and will receive a full refund of the Transaction Funds. Once work has started, a Job may be cancelled only with the agreement of both the Client and the Professional, or through the dispute process below.

Either the Client or the Professional may raise a dispute through the Services at any time before funds are released, including within the seven (7) day period after the Job is marked complete. Raising a dispute pauses Release.

To resolve a dispute, we will review the agreed terms of the Job, the messages, files and voice notes (and their transcriptions) exchanged through the Services, and any further information either party provides. We may ask either party for more information and may set a reasonable deadline for providing it.

Having considered the dispute, we will decide in good faith whether the Transaction Funds should be:

1. a)
   released to the Professional in full;
2. b)
   refunded to the Client in full; or
3. c)
   split between the Client and the Professional in the proportions we consider fair, having regard to the work performed.

We aim to decide disputes within twenty-four (24) hours of receiving all the information we have requested. Our decision determines only how the Transaction Funds held for that Job are paid out. It does not prevent the Client or the Professional from pursuing any other legal rights they have against each other.

Refunds are paid to the original payment method or to a bank account in the Client's name. We instruct our Payment Partner to make the refund promptly after the cancellation or our decision. The time it takes for the refund to reach the Client depends on our Payment Partner and the Client's bank and is outside our control.

Our money-back commitment. Where the Services refer to "money back" or a "guarantee", this means that a Client will receive a full or partial refund of the Transaction Funds where a Job is cancelled before work starts, or where a dispute raised before Release is decided in the Client's favour under this Section 11. It does not extend to funds that have already been released, to losses greater than the amount paid for the Job, or to Jobs paid for outside the Services.

Some Jobs require a Professional to attend a Client's home or business premises. Where this is the case:

• the Client is responsible for deciding whether to admit the Professional, for providing safe access, and for taking reasonable precautions, including securing valuables and, where possible, ensuring that another adult is present;
• the Professional is responsible for carrying out the work safely, for using their own tools and equipment, and for complying with any applicable laws, licences and safety standards;
• the Professional is responsible for any loss of or damage to property, or injury, caused by the Professional or anyone working with them; and
• Plugin does not supervise the work, does not attend the premises, and does not insure the work, the Professional or the Client's property.

If you experience or witness threatening, unsafe or unlawful conduct during a Job, contact the police or emergency services first, and then report it to us at support@pluginafrica.org. We will cooperate with law enforcement agencies and may suspend the account of any User involved while we investigate.

Messages, files and voice notes exchanged between Clients and Professionals through the Services are recorded and stored by us, and voice notes may be automatically transcribed. We do this to provide the Services, to keep a record of what was agreed and delivered, to resolve disputes, and to detect and prevent fraud and misconduct. Our Privacy Policy explains how we handle this information. Automatic transcriptions may contain errors; where a transcription is relied on in a dispute, the original voice note prevails.

You should keep communications about a Job on the Services. If you communicate or agree changes outside the Services, we may not be able to take those communications into account in a dispute.

You must not use the Services to find a Client or Professional and then arrange or pay for that Job, or for further work arising from that introduction, outside the Services within twelve (12) months after the introduction. Payments made outside the Services are not covered by Sections 9 to 11. We may suspend or close the account of any User who breaches this Section.

If you join Plugin as a Professional, you must also accept our Professional Terms of Service, which set out the additional terms that apply to you, including verification, fees and payouts, service and conduct standards, insurance, and suspension and removal. If the Professional Terms of Service conflict with these Terms, the Professional Terms of Service prevail as they apply to you.

You agree that you will not:

• use the Services in breach of these Terms or any applicable law;
• provide false information, impersonate any person, or use another person's identity, NIN or bank account;
• offer, request or pay for any service that is illegal, harmful or offensive;
• harass, threaten, abuse or discriminate against any other User or our staff;
• send spam, malware or unsolicited promotional messages through the Services;
• copy, modify, create a derivative work from, reverse engineer or attempt to discover the source code of the Services, or allow anyone else to do so;
• use any robot, scraper or other automated means to access, copy or monitor the Services;
• attempt to gain unauthorised access to the Services or any related system, or probe, scan or test their vulnerability;
• interfere with, overload or disrupt the Services or any other User's use of them;
• use the Plugin name, logo or other trade marks, or any confusingly similar name or mark, without our written consent; or
• use the Services to launder money, finance unlawful activity, or move funds for any purpose other than paying for a genuine Job.

If we reasonably believe that you have breached this Section, we may restrict, suspend or close your account, withhold Release or refund of any funds connected with the breach while we investigate, and report the matter to the appropriate authorities.

You may stop using the Services and ask us to close your account at any time. Closing your account does not affect Jobs already in progress, which will be completed, refunded or resolved under these Terms.

We may suspend or close your account if you breach these Terms, if we reasonably suspect fraudulent or unlawful activity, if we are required to do so by law or by a regulator, or if we stop providing the Services. Where we close an account for a reason other than your breach, we will give reasonable notice where practicable. In every case, Transaction Funds for open Jobs will be released or refunded in accordance with these Terms.

Provisions of these Terms which by their nature should survive closure of your account will survive, including those on payments and refunds, intellectual property, disclaimers, limitation of liability, indemnity and dispute resolution.

The Services and all of their content, features and functionality, including software, text, designs, logos and the "Plugin" name and marks, are owned by Plugin or its licensors and are protected by the laws of the Federal Republic of Nigeria and international intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable and revocable licence to use the Services for their intended purpose.

You keep ownership of the content you submit to the Services, such as portfolio samples, job descriptions, messages and files. You grant Plugin a non-exclusive, royalty-free licence to host, store, reproduce and display that content to the extent needed to operate, improve and promote the Services, including by displaying Professionals' portfolios to Clients.

Unless the Client and the Professional agree otherwise in writing through the Services, ownership of the deliverables of a Job passes to the Client on Release of the Job Price, and the Professional may display those deliverables in their portfolio unless the Client objects.

The Services rely on, and may link to, services provided by third parties, including Meta Platforms (WhatsApp) and our Payment Partner ("Third-Party Services"). Your use of Third-Party Services is subject to their own terms and conditions. We are not responsible for Third-Party Services and have no liability for them, except to the extent that a loss is caused by our own failure to comply with these Terms.

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we exclude all warranties, conditions and representations that are not expressly set out in these Terms.

We are not liable for:

• the acts, omissions, work or conduct of any Client or Professional;
• any loss, damage or injury arising from services performed at a Client's premises, save as provided in the last paragraph of this Section;
• any loss of profit, revenue, business, data or opportunity, or any indirect or consequential loss; or
• any interruption or failure of WhatsApp, our Payment Partner, banks, telecommunications networks or other services outside our reasonable control.

Subject to the last paragraph of this Section, our total liability to you arising out of or in connection with a Job is limited to the fees we received in respect of that Job, and our total liability for all other claims in any twelve (12) month period is limited to the total fees we received from you in that period. This limit does not apply to our obligation to release or refund Transaction Funds in accordance with these Terms.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot be excluded or limited under the Federal Competition and Consumer Protection Act 2018 or any other applicable law.

You agree to indemnify Plugin, its affiliates, directors, employees and agents against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of your breach of these Terms, your breach of any law or of the rights of any third party, or, if you are a Professional, any Job you perform.

We may update the Services and these Terms from time to time, for example to reflect changes in our services, technology or the law. We will notify you of material changes through WhatsApp or on our website at least fourteen (14) days before they take effect, and may ask you to accept the updated Terms before you continue to use the Services. Changes do not affect Jobs already paid for. If you do not agree to the changes, you must stop using the Services.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Disputes between a Client and a Professional about a Job must first be raised through the dispute process in Section 11.

If a dispute arises between you and Plugin, we will first try to settle it amicably. If it is not settled within thirty (30) days, either of us may refer it to mediation at the Lagos Multi-Door Courthouse ("LMDC") under its mediation rules. If the dispute is not resolved within thirty (30) days of that referral, it shall be finally resolved by arbitration under the Arbitration and Mediation Act 2023 by a sole arbitrator appointed by agreement or, failing agreement, by the LMDC. The seat of arbitration shall be Lagos, Nigeria, the language shall be English, and each party shall bear its own costs unless the arbitrator decides otherwise.

Nothing in this Section prevents you from making a complaint to the Federal Competition and Consumer Protection Commission, or either of us from seeking urgent injunctive relief from a court of competent jurisdiction.

Severability. If any part of these Terms is held to be invalid or unenforceable, that part shall be severed and the remaining provisions shall continue in full force and effect.

Assignment. You may not transfer your rights or obligations under these Terms. We may transfer our rights and obligations to another organisation, for example as part of a reorganisation or sale of our business, provided this does not significantly reduce your rights under these Terms.

Waiver. If we do not enforce, or delay enforcing, any of our rights under these Terms, we will not have waived those rights and may still enforce them later.

Notices. We may send you notices through WhatsApp, by email or by posting them on our website. You may send notices to us at the contact details in Section 26.

Our Privacy Policy explains how we collect, use, share and protect your personal data, including the information we collect to verify Professionals and the messages and voice notes we record. By accepting these Terms, you also confirm that you have read our Privacy Policy.

If you have any questions about these Terms, please contact us at:

Plugin Agency Limited, 258 Borno Way, Ebute Metta, Lagos, Nigeria

Email: support@pluginafrica.org | WhatsApp: +234 907 610 8413