This Agreement is a contract between you (“You”, “Your”) and Carbon Finance and Investments Limited (“Carbon”, “We”, “Us”, “Our”) (each individually a “Party”, and collectively the “Parties”). This Agreement is a legally binding agreement between You and Carbon governing Your non-transferrable (unless with Our prior written consent) use of Carbon Zero Services, including use of the Carbon App, Carbon website, and any features and products that Carbon may make available to You through the Carbon application or website (collectively, the “Services”). We may transfer or assign this Agreement, and any rights under this Agreement, to a third party without notice to you or without your consent.
Carbon provides Services that allow merchants to offer consumers the ability to pay for goods or services in installments (“CarbonZero”) which may be accessed through your Account.
To access the Services you must:
(a) Be a Nigerian citizen who is a natural person and eighteen (18) years of age and above and any registration by, use of, or access to, the Services by any person under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Services, you represent and warrant that you are at least 18 years old.
(b) Have accepted and agreed to these terms and conditionsHave a bank account with a licensed Nigerian bank or financial institutionProvide all information as may be requested by us, such as your name, email address, mobile device number, BVN, physical address, bank account name and number, employment information and such other information we may request from you from time to time (collectively “Customer Information”).
(c) Have a bank account with a licensed Nigerian bank or financial institution
(d) Provide all information as may be requested by us, such as your name, email address, mobile device number, BVN, physical address, bank account name and number, employment information and such other information we may request from you from time to time (collectively “Customer Information”).
We may amend this Agreement from time to time. If we make any changes to this Agreement that We deem to be material, We will notify You in advance of such changes via the email address associated with your Account. If You do not agree with the changes, do not use the Services.
5.1 You will need your own Carbon account (each, an “Account”) to use certain Services. Each person may only hold one Carbon Account.
5.2 In consideration of Your use of the Services, You agree to (a) provide accurate, current and complete information about You as may be prompted by any registration forms on or through the Services or otherwise requested by Carbon (“RegistrationData”); (b) maintain the confidentiality and security of Your password and identification and agree to accept responsibility for all activities that occur with Your permission under your account or password; (c) maintain and promptly update the Registration Data, and any other information You provide to Carbon, to keep it accurate, current and complete; (d) promptly notify Carbon regarding any material changes to information or circumstances that could affect Your eligibility to continue to use the Services or the terms on which You use the Services; and (e) be fully responsible for all use of Your Account and for any actions that take place using Your Account.
5.3 If your password is lost or stolen, or if You believe there has been unauthorized access to Your Account by third parties, please notify Us immediately and change your password as soon as possible.
6.1 You agree to provide any information or documentation reasonably requested by Us to verify Your identity in connection with your Carbon Account or any use of Carbon Services, and You authorize Us to make, directly or through third parties, any inquiries We consider necessary to verify Your identity. Carbon reserves the right to close, suspend or limit access to the Services in the event We are unable to obtain or verify any of this information to our satisfaction.
6.2 You agree that We may make any inquiries to assess Your eligibility to use the services including third parties..
7.1 You agree not to use the Services for any unlawful or fraudulent activity and to immediately contact Us if you believe that your Account may be subject to unauthorized use, account takeover or other type of fraudulent activity or security breach. By using the Services, You agree that You will not and will not assist or enable others to do any of the following:
(a) Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or agreements with us, including this Agreement.
(b) Provide false, inaccurate or misleading information to us;
(c) Provide information belonging to any person other than yourself;
(d) Use a Carbon Account that belongs to another person for yourself or on behalf of another person;
(e) Use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Services or to surreptitiously intercept or expropriate any system, data or personal information from the Services;
(f) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam” or any other such unsolicited overload technique; or
(g) Commit unauthorized use of the Services, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Services and open or use multiple Carbon Accounts.
All content included in or made available through the Services, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) are owned by Carbon or one of its affiliates. The copying, redistribution, use or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give You ownership of any intellectual property rights in any of the content, documents or other materials You access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.
The trademarks, service marks and logos (the “Trademarks”) used and displayed on the Services are registered and unregistered Trademarks of Carbon. Other trademarks, service marks and trade names may be owned by others. Nothing on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Carbon intellectual property displayed on the Services. The name “Carbon” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Services, without prior written permission from Carbon.
10.1 By clicking to accept this Agreement, You are deemed to have executed this Agreement electronically. You consent to electronically receive and access via email or your Carbon Account all records, disclosures and notices related to Your Account or the Services that We would otherwise be required to provide to You in paper form. Your consent to receive records, disclosures and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records, disclosures and notices electronically at any time by sending an email to email@example.com with “Revoke Electronic Consent” in the subject line. Any withdrawal of your consent to receive records, disclosures and notices electronically will be effective only after We have a reasonable period of time to process your request for withdrawal.If You fail to provide or if You withdraw Your consent to receive communications electronically, Carbon reserves the right to restrict, deactivate or close Your Account.
10.2 To ensure that We are able to provide communications to You electronically, You agree to notify Us immediately of any change in Your email address by updating Your Carbon Account or by contacting Us via email.
10.3 To view and retain a copy of this Agreement and other communications from Us, You will need a device (such as a computer or mobile phone) with a web browser and internet access and either a printer or local or cloud-based storage space. By accepting and agreeing to this Agreement electronically, You represent that
(a) You have read and understand the above consent to receive records and notices electronically;
(b) You satisfy the minimum hardware and software requirements specified in this Section 10.3; and
(c) Your consent will remain in effect until You withdraw Your consent as specified above in Section 10.1
11.1 If you choose to open an Account, Carbon may send You SMS messages. You agree to receive SMS messages to each telephone number provided by You to Carbon.You certify, represent and warrant that the telephone number that You have provided to Us is your number and not someone else's. You represent that You are permitted to receive SMS at the telephone number You have provided to Us. You agree to alert Us whenever You stop using a particular telephone number.
11.2 Any such SMS messages sent to You by Carbon will be to verify Your phone number or service any upcoming or overdue payments associated with the Carbon Zero product—Carbon will not send You advertisements or marketing-related SMS. You understand that such SMS may be placed using an automatic telephone dialing system or may include automated SMS messages. You agree that You are responsible for any message, data rates or fees that Your telephone service provider charges in relation to SMS messages sent and received by You. If you have any questions regarding those rates, please contact Your wireless carrier. By entering Your mobile number, You agree to receive text messages for service notifications and verification codes from Carbon. Message frequency will vary. Standard Message & Data rates may apply. We do not sell your data. Carriers are not liable for delayed or undelivered messages.
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE (DEFINED BELOW) BETWEEN THE PARTIES. This Dispute Resolution section applies to general disputes between You and Carbon. Any dispute with regards to a Carbon transaction is governed by the specific governing Carbon transaction document.To the extent of any conflict in dispute resolution terms, the subsequent in time transaction document will control.
12.1 To expedite resolution and the cost of any dispute, controversy or claim between You and Us related to any dispute or controversy arising from or relating to Your use or inability to use the Services and generally with respect to Carbon, this Agreement or the enforcement of any provision of this Agreement (a “Dispute”), You and We agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon receipt of a written notice (each, a “Notice”). Your address for such Notices is Your most recent address provided to us in connection with Your Account, or an email to the email address You have provided in Your Carbon Account. Our address for such notices is: 642c Akin Adesola Street, Victoria Island, Lagos or by email to firstname.lastname@example.org. Any Notice from You must include Your name, pertinent Account information, a brief description of the Dispute, and Your contact information, so that We may evaluate the Dispute and attempt to informally resolve the Dispute. Any Notice from Us will include pertinent Account information, a brief description of the Dispute, and Our contact information, so that You may evaluate the Dispute and attempt to informally resolve the Dispute. If the informal negotiations are successful, no further action is necessary.
12.2 IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, THE PARTIES AGREE THAT EITHER YOU OR WE MAY ELECT TO HAVE THE DISPUTE (EXCEPT THOSE DISPUTES EXPRESSLY EXCLUDED BELOW) FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. ANY ELECTION TO ARBITRATE BY ONE PARTY WILL BE FINAL AND BINDING ON THE OTHER.. The arbitration will be commenced and conducted under the Arbitration Rules of the Arbitration and Conciliation Act .You will be responsible for Your arbitration fees and Your share of arbitrator compensation. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, You and We may litigate in court to compel arbitration, stay proceeding pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
12.3 The parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:
(1) any suit to compel arbitration, stay proceeding pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator;
(2) any suit to seek temporary injunctive relief that will remain in place only until an arbitrator can determine whether the relief should be continued, modified or removed; or
(3) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
12.4 The parties agree that any arbitration will be limited to the Dispute between us and You individually. TO THE FULL EXTENT PERMITTED BY LAW, (1) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (2) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND (3) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
12.5 Arbitration will take place in Lagos, Nigeria. The parties agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, courts of the Federal Republic of Nigeria shall have exclusive jurisdiction and the parties agree to submit to the venue the personal jurisdiction of such courts.
Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of the Federal Republic of Nigeria.
To the extent not prohibited by law, under no circumstances shall We, our subsidiaries, partners, or affiliates, be liable to You for:
(a) personal injury or any indirect, incidental, consequential, special or exemplary damages, arising from or relating to this Agreement, the use of or inability to use a Carbon Account, the Services, Our or Your liabilities to third parties arising from any source; or
(b) except as required under applicable law, any indirect, incidental, consequential, special or exemplary damages, arising from or relating to the conduct of You or anyone else in connection with the use of an Carbon Account or the Services, including, but not limited to, damages arising from Your failure to provide Us with accurate information or a third party’s failure to correctly verify such information. You agree that if any lawsuit or court proceeding is permitted under this Agreement, the aggregate liability of Us and Our affiliates and suppliers to You for all claims arising out of or related to this Agreement or Your use or inability to use the Services will not exceed the amount of any affected order(s) giving rise to such damages.These limitations will apply even if the above stated remedy fails for its essential purpose.
You agree to release, indemnify and hold harmless Us, Our affiliates, and Our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to:
(a) Your access to, use of, or inability to use Your Carbon Account or the Services;
(b) Your breach or alleged breach of this Agreement;
(c) Your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of Your employees, contractors, or agents, or a breach of any contracts or other relationships between You and third parties; (d) Your violation of any applicable law; or
16.1 THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, CARBON SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
16.2 CARBON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16.3 Carbon does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a Merchant. Carbon does not have control of goods or services that are paid for using the Services.
17.1 This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Services-related materials obtained from Us or Carbon and paying all amounts You owe (including any fees or expenses incurred) in full. The privileges granted to You under this Agreement will terminate immediately and automatically without notice from Us if, in Our sole discretion, You fail to comply with any term or provision of this Agreement.
17.2 If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
17.3 The failure of Carbon to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance.
17.4 The following provisions of this Agreement shall survive termination of Your use or access to the Services: the sections concerning Dispute Resolution, Applicable Law and Jurisdiction, Limitation of Liability, Indemnification, Disclaimer of Warranties, and Miscellaneous, and any other provision that by its terms survives termination of your use or access to the Services.
17.5 This Agreement constitutes and contains the entire agreement between You and Us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and We acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
If you have any questions, complaints or claims with respect to the Services, please contact Us at email@example.com. We will do our best to address your concerns. If You feel that Your concerns have been addressed incompletely, We invite You to let us know for further investigation.
By ticking the “I agree to the Terms and Conditions”, which you hereby adopt as your electronic signature, and completing a purchase, You agree to pay the down payment amount to Us, and We agree to disburse the proceeds under this Agreement to the merchant listed above. You promise to repay us the amounts disclosed in Your Final Payment Schedule provided to You electronically as part of this Agreement.
1. You agree that the product purchased (the “Asset”) shall belong to Carbon until You have successfully completed the amounts in Your Final Payment Schedule and Carbon shall have the right to reclaim the Asset at any time prior to this.You also agree to pay any interest charges under this Agreement should such charges become applicable.
You agree that Carbon is only responsible for financing the Asset, and shall not be responsible for the delivery or quality of the Asset. All arrangements for delivery, pick up or collection, shall be between You and the merchant.In the event that the Asset is lost, stolen or damaged in the course of delivery or prior to your receipt of the same, You will still be liable to make all Installment Payments in full on their due dates, until You have successfully completed the amounts in Your Final Payment Schedule.
You agree to Our providing materials and other information about Your legal rights and duties to You electronically. You agree to Our sharing , receiving and using data/information collected from Your transaction with other affiliated third parties. You consent to Our transferring your data to recipients in foreign countries for the purpose of processing such data. You are aware of the risks involved in such transfer to such foreign countries and that such transfer is required for the performance of our contract with You. You hereby expressly consent and authorize Carbon to debit You or authorize Us or any of Our duly authorized agent or partner to debit Your designated salary account, or any other bank account linked to Your Bank Verification Number (BVN), for the purpose of repaying the Loan with applicable interest as and when due. Carbon or its duly authorized representatives/agents will utilize dedicated Credit Agencies for a credit report on you from time to time. You authorize Carbon to access any information available to it as provided by the Credit Agency.
You also agree that Your details (excluding the card details) and the loan application decision may be registered with the Credit Agency. Your electronic signature on agreements and documents has the same effect as if You signed them using ink on paper or any other physical means. We can send all important communications, billing statements and demand notes and reminders (collectively referred to as “Disclosures”) to You electronically via our website or to an email address that You provide to Us while applying for this loan. We will alert You when the Disclosures are available, by sending You an electronic communication. Our email will tell You how You can view the Disclosures. We will make the Disclosures available to You from the date it first becomes available, or the date We send You the email to alert You that it was available. This consent applies to this transaction, to all future Disclosures on this Account, to all future transactions in which You use the Carbon Payment option with Us, at any time, and to other Disclosures that We provide to You by email, unless You have, prior to such transaction, withdrawn Your consent by the procedure mentioned below.
By consenting, You agree that electronic Disclosures have the same meaning and effect as if We provided paper Disclosures to You as We are required to do so. When we send you an email alerting You that the Disclosures are available electronically and make it available online, that shall have the same meaning and effect as if We provided paper Disclosures to You, whether or not You choose to view the Disclosures, unless You had previously withdrawn Your consent to receive Disclosures electronically.
2. Installment Payments
When You accept this Agreement and place an order, You will make your first payment via an eligible Nigerian issued credit or debit card. In addition to any required down payment, You must make either three (3) or six (6) payments to Us (each, an “Installment Payment”) in the amounts shown under “Future Payment Schedule” in Your Final Payment Schedule using your Carbon Account. You are responsible for ensuring that You have sufficient funds available in your Carbon Account to make Installment Payments on the dates specified in Your Final Payment Schedule.
If you make all Installment Payments in full on their due dates, Your final payment will be made on the Maturity Date identified in the Final Payment Schedule. You may prepay all amounts due under this Agreement in whole or in part at any time without a penalty and may make any payment early, in whole or in part, without penalty or premium at any time. If you have issues or questions, You may contact Us at firstname.lastname@example.org. The Payment Method You select and any necessary authorization will not affect Your obligation to pay when due all amounts payable under this Agreement. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff we may have under applicable law.
3. Interest Payments
Save for a one off processing fee, please note that this Agreement is interest free and there are no additional charges associated with the same, provided that all Installment Payments are made on or prior to their due dates and within the six (6) weeks tenure. In the event that an Installment Payment is not paid on or prior to the due date specified in the Final Payment Schedule, an interest rate equal to 5% will automatically become applicable on each installment. Thus, if You pay on time within the six (6) week period, You will not be charged any interest and will only end up paying the actual price of the product or service, less the processing fee.
4. Delinquency and Default
If You fail to make any payment when due in the manner required by this Agreement, You will be delinquent. If You are delinquent, have filed or have instituted against You bankruptcy or insolvency proceedings or are in breach any other material term of this Agreement, We may, to the extent and at the time permitted by applicable law, deem You in default and accelerate the maturity of this Agreement and all payments due hereunder. If You fail to make a payment required under this Agreement, We reserve the right to limit, restrict, suspend or terminate Your access to Your Carbon account.
5. Approval and Cancellation
All applications for credit are subject to our approval.We may, in our sole discretion, not approve Your application, or cancel an approved application before the goods or services are delivered or supplied. If We cancel your previously approved application:
(a) We will apply a full refund of any amounts You have paid (excluding any chargebacks or fees incurred in relation to Your payment), and will cancel any future payments related to that order;
(b) The merchant providing the merchandise will not be obliged to deliver the goods (or provide any related services); and
(c) You will have no obligation to make any further payments to Us, or continue any other ongoing relationship with Us, with respect to your application.
6. Merchandise Refunds and Other Adjustments Subsequent to Disbursement of Funds
Processing refunds and any merchandise exchanges or modifications are subject to the discretion of the merchant to whom You directed Us to disburse funds under this Agreement. If You decide to return goods acquired using funds We have disbursed under this Agreement and request a refund, or a return and refund are otherwise accepted or permitted by law, You will remain obligated to make all payments still outstanding under this Agreement when due. However, for any amounts that a merchant returns directly to us in connection with such returned or exchanged merchandise, we shall retain such amounts and reflect an equivalent credit to reduce Your outstanding obligation to Us under this Agreement or, where applicable, refund to You any amounts already paid. In the event of a partial refund, the credit will be applied against Your last payment first. If, for any reason, We are unable to apply a refund to the order to which it corresponds, We may in our discretion apply the refund to any method of payment You have on file with Us. You will remain obligated to make payments still outstanding when due.
7. Transfers or Assignments
We may transfer, assign or sell this Agreement, and any rights under this Agreement, to a third party without Your consent. You agree that We may appoint third party collections agencies to collect any amounts owing to Us under this Agreement without Your consent. You hereby waive demand, notice of non-payment, protest and all other notices or demands whatsoever, and hereby consent that without notice to and without releasing the liability of any party, the obligations evidenced by this Agreement may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled or released by Us.
8. Complaints and Disputes
If You have a complaint with Us arising out of or related to this Agreement, You should contact Us at email@example.com. If you have a complaint arising out of the delivery or quality of the goods You have purchased, You should contact the merchant using the details posted on the merchant's website. If You wish to submit a general complaint to Us, You should do so by contacting us using the details posted on the Carbon website or available through your Carbon account. We may request additional documentation from You to assist Us in resolving any complaints or disputes, and You must provide all reasonable assistance to Us to facilitate Us in resolving all complaints and disputes.
9. Electronic Transactions
THIS AGREEMENT IS FULLY SUBJECT TO YOUR CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES PREVIOUSLY PROVIDED.