Payment Services Agreement

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity. This additional information may include business invoices or utility bills, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. We may also require you to provide a personal or company guarantee for your obligations under this Agreement. Your failure to provide this information or material may result in suspension or termination of your Vendloop Account.

You authorise us to retrieve information about you from our service providers and other third parties and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Vendloop Account. Vendloop may periodically update this information as part of our underwriting criteria and risk analysis procedures.

You agree to keep the information in your Vendloop Account up-to-date. You must promptly update your Vendloop Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Vendloop Account or terminate this Agreement if you fail to keep this information up-to-date.

You also agree to promptly notify us in writing immediately and in any event no more than three (3) days after any of the following occur:

• You are the subject of any voluntary or involuntary winding up or insolvency application, petition or proceeding, receivership, or similar action
• There is an adverse change in your financial condition (or you reasonably expect there to be such a change in the future).
• There is a planned or anticipated liquidation or substantial change in the basic nature of your business.
• You transfer or sell 25% or more of your total assets, or business undertaking or there is any change in the control or ownership of your business or parent entity.
• There is a change in the regulatory status of your business or your business has been notified that it is the subject of an investigation or enforcement action by a regulator or law enforcement.
• You receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Vendloop is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Payment Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. Vendloop will not be a party to any Claim or actions between you, the Merchant and your Customers.

Vendloop provides Payment Services to you, the Merchant but we have no way of knowing if any Transaction is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they are meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to review the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services and you undertake to fully indemnify us for any loss we may suffer.

Vendloop reserves the right to suspend and or cancel and reverse a Transaction that appear to be erroneous, suspicious or fraudulent without liability to you or a Customer. Where we suspend and or cancel and reverse a Transaction, we will notify you of this in writing.

We will provide you with support to resolve general issues relating to your Vendloop Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Vendloop’s support pages, API document, and other pages on our website. The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us by sending an email to [email protected].

You are solely responsible for providing support to your Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

Vendloop works with Payment Method Providers to provide you with access to the Services. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. We may add or remove Payment Method Providers at any time. The terms for a Payment Method or Payment Processing Services may be amended from time to time. Your continued use of the Payment Processing Services or Payment Method constitutes your consent and agreement to such additions, removals, and amendments.

• Cards Payments: When accepting Card payments, you must comply with all applicable Card Scheme Rules including rules specified by the Payment Method Providers and Payment Method Acquirers (Visa and Mastercard or any other Card Scheme). Here are few things, amongst others, to note about Card payments:
  • The Card Schemes may amend their rules at any time without notice to you, and Vendloop reserves the right to change the Card payment option at any time to comply with the Card Scheme Rules. You agree to fully comply with all applicable Card Scheme Rules and regulations, Card usage and acceptance requirements and merchant monitoring standards
  • We may share with the Card Schemes (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC). You remain responsible for ensuring that the products or services you provide to your Customers are in compliance with the Scheme Rules and applicable laws in Nigeria and the countries your Customers are based in
  • Cardholders or Customers typically raise Card network Disputes (also known as “Chargebacks”) when a merchant fails to provide the product or service to the Customer, or where the Cardholder did not authorise the Charge. High Dispute rates (typically those exceeding 1% of the total payment volume) may result in your inability to accept Card Payments or use other Payment Processing Services. Failure to promptly and effectively manage Disputes with your Customers or Cardholders may ultimately result in your inability to accept Card Payments for your business.
  • The Card Scheme Rules state that you may only accept Card Payments for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. Also, you can only use trademarks or service of the Card Schemes or Payment Method Acquirer as permitted by their Rules.
  • It is a requirement under the Card Scheme Rules not to discriminate by Card type or charge surcharges for acceptance of payments by Cards. You also have an obligation not to sell, divulge (whether wilfully or negligently), release, misuse, negligently handle, provide or exchange any information relating to Cards to third parties without the prior written consent of the Cardholder
  • You may also be required to establish a direct relationship with a Payment Method Acquirer if your business turnover exceeds the threshold specified by the relevant Card Scheme or by the Payment Method Acquirer.
  • The Card Schemes restrict us from onboarding another payment service provider as a merchant. In view of this, you must refrain from acting as a payment service provider and providing any form of payment aggregation services. A breach of this clause is a material breach of this Agreement and Vendloop may immediately terminate this Agreement and your Vendloop Account in such event
  • We do not guarantee uninterrupted availability of this Payment method or other Payment methods. We do not accept liability for failed Transactions if Transactions fail for reasons beyond our control, including, but not limited to, a telecommunication connectivity failure.
  • There are other requirements of the Card Schemes that apply to you as a Merchant. It is important that you stay abreast of your obligations under the Card Scheme Rules and comply with them.
• Terminal Payments: This Payment Method will enable Customers to pay you using POS Terminals. Here are few things, amongst others, to note about POS Terminal payments:
  • You can use our POS Terminal for your business needs by paying an upfront purchase fee or opting to lease the POS Terminal for a fixed period. In either case, ownership of the POS Terminal device will pass to you upon the completion of the purchase fee.
  • If you opt to lease the POS Terminal, we will grant you a revocable, non exclusive, non transferable licence to use the POS Terminal and software in accordance with all accompanying documentation setting out the substantial terms of the lease. The licence covers all updates, upgrades, new versions and replacement of the POS Terminal and software, and you agree not to alter, disassemble or otherwise tamper with the POS Terminal and software.
  • You also agree that you would handle a leased POS Terminal device with reasonable care and skill and that Vendloop reserves the right to decommission and recall such POS Terminal for any reason. Vendloop always reserves the right to review the applicable fees for either the Device or the software licence.
  • You undertake to immediately return a leased POS Terminal device to us upon the expiration or termination of this Agreement. Until then, Vendloop will charge fees for the maintenance of the POS Terminal on your behalf and for the licence of the accompanying software.
  • Subject to applicable laws, you will retain each transaction voucher or receipts generated on the POS Terminal for not less than one hundred and twenty (120) days from the transaction date or such other period as Vendloop may stipulate from time to time, in such a manner as to ensure that it retains its clarity.
  • You must also comply with all laws, guidelines and regulations for acceptance of payments using POS Terminals in Nigeria.

Vendloop works with Payment Method Providers to provide you with access to the Services. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. We may add or remove Payment Method Providers at any time. The terms for a Payment Method or Payment Processing Services may be amended from time to time. Your continued use of the Payment Processing Services or Payment Method constitutes your consent and agreement to such additions, removals, and amendments.

Payment processing fees are taken out of the total amount of each transaction, including tax and tip. This fee covers all credit card fees and applies to every card brand at the same rate. The fee is deducted from the total transaction amount and applies to all businesses, including non-profit organizations.

All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds. You also grant us Recovery Authorizations, which we may utilize to recover fees you owe us. Subject to the General Terms and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice.

• Cards Payments: When accepting Card payments, you must comply with all applicable Card Scheme Rules including rules specified by the Payment Method Providers and Payment Method Acquirers (Visa and Mastercard or any other Card Scheme). Here are few things, amongst others, to note about Card payments:
  • The Card Schemes may amend their rules at any time without notice to you, and Vendloop reserves the right to change the Card payment option at any time to comply with the Card Scheme Rules. You agree to fully comply with all applicable Card Scheme Rules and regulations, Card usage and acceptance requirements and merchant monitoring standards
  • We may share with the Card Schemes (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC). You remain responsible for ensuring that the products or services you provide to your Customers are in compliance with the Scheme Rules and applicable laws in Nigeria and the countries your Customers are based in
  • Cardholders or Customers typically raise Card network Disputes (also known as “Chargebacks”) when a merchant fails to provide the product or service to the Customer, or where the Cardholder did not authorise the Charge. High Dispute rates (typically those exceeding 1% of the total payment volume) may result in your inability to accept Card Payments or use other Payment Processing Services. Failure to promptly and effectively manage Disputes with your Customers or Cardholders may ultimately result in your inability to accept Card Payments for your business.
  • The Card Scheme Rules state that you may only accept Card Payments for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. Also, you can only use trademarks or service of the Card Schemes or Payment Method Acquirer as permitted by their Rules.
  • It is a requirement under the Card Scheme Rules not to discriminate by Card type or charge surcharges for acceptance of payments by Cards. You also have an obligation not to sell, divulge (whether wilfully or negligently), release, misuse, negligently handle, provide or exchange any information relating to Cards to third parties without the prior written consent of the Cardholder
  • You may also be required to establish a direct relationship with a Payment Method Acquirer if your business turnover exceeds the threshold specified by the relevant Card Scheme or by the Payment Method Acquirer.
  • The Card Schemes restrict us from onboarding another payment service provider as a merchant. In view of this, you must refrain from acting as a payment service provider and providing any form of payment aggregation services. A breach of this clause is a material breach of this Agreement and Vendloop may immediately terminate this Agreement and your Vendloop Account in such event
  • We do not guarantee uninterrupted availability of this Payment method or other Payment methods. We do not accept liability for failed Transactions if Transactions fail for reasons beyond our control, including, but not limited to, a telecommunication connectivity failure.
  • There are other requirements of the Card Schemes that apply to you as a Merchant. It is important that you stay abreast of your obligations under the Card Scheme Rules and comply with them.
• Terminal Payments: This Payment Method will enable Customers to pay you using POS Terminals. Here are few things, amongst others, to note about POS Terminal payments:
  • You can use our POS Terminal for your business needs by paying an upfront purchase fee or opting to lease the POS Terminal for a fixed period. In either case, ownership of the POS Terminal device will pass to you upon the completion of the purchase fee.
  • If you opt to lease the POS Terminal, we will grant you a revocable, non exclusive, non transferable licence to use the POS Terminal and software in accordance with all accompanying documentation setting out the substantial terms of the lease. The licence covers all updates, upgrades, new versions and replacement of the POS Terminal and software, and you agree not to alter, disassemble or otherwise tamper with the POS Terminal and software.
  • You also agree that you would handle a leased POS Terminal device with reasonable care and skill and that Vendloop reserves the right to decommission and recall such POS Terminal for any reason. Vendloop always reserves the right to review the applicable fees for either the Device or the software licence.
  • You undertake to immediately return a leased POS Terminal device to us upon the expiration or termination of this Agreement. Until then, Vendloop will charge fees for the maintenance of the POS Terminal on your behalf and for the licence of the accompanying software.
  • Subject to applicable laws, you will retain each transaction voucher or receipts generated on the POS Terminal for not less than one hundred and twenty (120) days from the transaction date or such other period as Vendloop may stipulate from time to time, in such a manner as to ensure that it retains its clarity.
  • You must also comply with all laws, guidelines and regulations for acceptance of payments using POS Terminals in Nigeria.

Our fees are inclusive of any applicable taxes, except as expressly stated to the contrary. Your Taxes are your responsibility and you have sole responsibility and liability for:

• Determining what, if any, taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services.
• Assessing, collecting, reporting, and remitting taxes for your business to the appropriate tax and revenue authorities.

If we are required to withhold any taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such taxes, you must provide us with a copy of the certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send documents to you and regulatory authorities for Transactions processed using the Services. We may receive requests from tax and regulatory authorities in relation to your use of the Services. If you use the Services, you acknowledge that we will report the total amount of payments you receive as required by appropriate tax and regulatory authorities. We also may, but are not obliged to, electronically send you tax-related information.

• Your Payout Account: We will, with Payment Method Acquirers, arrange to settle funds to the bank account in your name (your “Payout Account“). You affirm that you are authorised to receive payments in your Payout Account and that the Payout Account is owned by you and administered and managed by a licensed financial institution.

Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information:

• • You understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions
  • You agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions
  • You will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur

• Payout Schedule: The term “Payout Schedule” refers to the time it takes for partner banks or Payment Method Acquirer to initiate settlement to your Payout Account. For local transactions, we will work with partner banks or Payment Method Acquirer to settle your Payout Account not later than 1 Business Day from the transaction date (T+1). Regional holidays may delay your payout schedule. In these cases, funds are ready to deposit but will be delayed until the next available business day.

It is important to mention that acquiring banks or Payment Method Acquirer are responsible for settling your Payout Account based on the Guidelines on Operations of Electronic Payment Channels in Nigeria. We work very closely with them to ensure they settle funds to your Payout Account according to the Payout Schedule and the terms of this Agreement. However, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. Most often the delays occur due to technical reasons that are completely out of our control. We are not responsible for any action taken by a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.

We reserve the right to liaise with acquiring banks or Payment Method Acquirer to change the Payout Schedule or to suspend settlement to you. Non-exhaustive examples of situations where we may do so are:

• • Where there are pending, anticipated, or excessive Disputes, refunds, or Reversals
  • In the event that we suspect or become aware of suspicious activity
  • Where we are required by Law or court order

We have the right to liaise with the acquiring banks or Payment Method Acquirer to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Vendloop Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

• Payout Amount: You agree that in settling amounts due to you under this Agreement, we may liaise with acquiring banks or Payment Method Acquirer to deduct any amount which you owe to us under this Agreement (including our Fees, any Reversals, Chargebacks, refunds or other amounts that you owe to Vendloop under this Agreement) or any other agreement which you have entered into with us. If the Payout is not sufficient to cover the amounts due from you, you agree that we may debit your Payout Account or any other bank account in your name for the applicable amounts, and or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank accounts and related information and grant us permission to debit amounts due from your bank account.

A Dispute (also known as a Chargeback) is a reversal request of initiated by the Cardholder or Customer, often due to value not being delivered or issues with the purchase. It could result in the reversal of the said transaction. You may be assessed for Disputes if:

• Value is not given for transactions.
• Transactions are unauthorised or improperly authorised.
• Transactions do not comply with Card Scheme Rules or the terms of this Agreement or are allegedly unlawful or suspicious.
• Your transactions have been flagged by a regulator or law enforcement agency.
• Any reversals for any reason by the Card Scheme, our processor, or the acquiring or issuing banks.

Where a Dispute occurs, you are immediately liable for all claims, expenses, fines and liability we incur arising out of that Dispute and agree that we may recover these amounts by deducting such sums from the amounts which we would otherwise settle to you or by debiting your Payout Account.

As a Merchant, you acknowledge and agree that Disputes may arise even long after the date of the specified Transaction. Regardless of the termination of this Agreement for any reason, you expressly acknowledge that we retain the right to recover Chargebacks, fraud claims, Dispute fees, and related fines from you pertaining to all Chargebacks that occur in relation to Transactions processed during the term of this Agreement. This obligation shall survive the termination of this Agreement.

You agree that you are solely responsible for accepting and processing returns of your products and services. We are under no obligation to process returns of your products and services, or to respond to your customers’ inquiries about returns of your products and services. You agree to submit all refunds for returns of your products and services that were paid for through Vendloop to your customers in accordance with this Agreement and relevant Card Scheme.

We will not refund any Fee charged for processing an original transaction to the Merchant if the transaction is refunded or subject to a Dispute.

This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Vendloop. You may terminate this Agreement by closing your Vendloop Account at any time and ceasing to use the Service. If you use the Services again or register for another Vendloop Account, you are consenting to this Agreement. We may terminate this Agreement or close your Vendloop Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method) by providing you advance Notice (which shall not be less than 24 hours). We may suspend your Vendloop Account and your ability to access the Services, or terminate this Agreement, on immediate Notice if:

• We determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Vendloop Account
• You use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement.
• Any Law, Payment Method Provider or Payment Method Acquirer requires us to do so.
• We are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept a Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.
• You suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or you admit an inability to pay its debts or you are otherwise deemed to be insolvent in accordance with the laws applying to you.
• Your Dispute rate consistently crosses acceptable thresholds set by the Payment Method Provider or Payment Method Acquirer or you keep receiving excessive Disputes.
• We receive a regulatory directive to do so.

If you terminate this Agreement, we will liaise with our Payment Method Provider to pay out any remaining funds owed to you in accordance with the provisions of this Agreement. You are still liable to us for any Fees or Fines, or other financial obligation incurred by you or through your use of the Services prior to termination including but not limited to Disputes.

Upon termination of this Agreement or your Vendloop Account, we reserve the right to withhold a percentage of your pending settlements to service any Disputes from your transactions. This is subject to your Dispute volume and value.

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER Vendloop NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Vendloop uses reasonable efforts to include accurate and up to date information on our Services. Vendloop is not responsible for technical, hardware or software failures of any kind; lost or unavailable network connections; or incomplete, garbled or delayed computer transmissions.

WHEN PERMITTED BY LAW, Vendloop, AND Vendloop’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF Vendloop, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

IN ALL CASES, Vendloop, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Vendloop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

• The use or the inability to use the Service (in whole or in part) or any technical malfunctions.
•  The cost of procurement of substitute goods and services
• Unauthorized access to, or alteration of, your communications or data
• Statements or conduct of any third party regarding the Services
• Any other matter relating to the Services

You agree to defend, indemnify and hold Vendloop harmless from and against any and all claims, losses, damages, liabilities, costs and expenses, (including, but not limited to, attorneys’ fees), arising from or related to your use of our Services or violation of any of these Terms.

If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Vendloop and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

These Terms constitute the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof. No failure or delay in exercising, on the part of either party, any privilege, power or right hereunder will operate as a waiver thereof.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

These terms control the relationship between Vendloop and you. They do not create any third party beneficiary rights.