Terms of Service

These Terms of Service (the "Terms") govern access to and use of Paymarka, including its website, applications, deal workspaces, client portals, notifications, and related services (together, the "Service"). They are between you and [Paymarka's legal entity name and registration details] (the"Paymarka operator"). The legal entity, notice address, and other bracketed details must be completed before these Terms are published or relied on as a final contract.

By creating an account, accepting these Terms, purchasing a plan, or using the Service, you agree to them. If you use the Service for a business or another organisation, you confirm that you have authority to bind that organisation. If you do not agree, do not use the Service.

1. What Paymarka is

Paymarka is a software tool for organising commercial work between a service provider and its client. It can help a provider prepare proposals, negotiate, capture contract acceptance, create invoices, record payments, issue receipts, send notifications, and keep an audit trail.

Paymarka is not a bank, deposit-taker, payment service provider, payment processor, money transmitter, escrow service, insurer, accounting firm, law firm, or legal adviser. Paymarka does not hold client invoice funds for providers and does not decide whether a provider delivered work, whether an invoice is owed, or whether a dispute should be resolved in a particular way. Paymarka does not guarantee that a contract, signature, invoice, receipt, payment record, or other output will be legally effective or enforceable in a particular place.

2. Eligibility and authority

You must be able to enter a binding contract under applicable law. You may not use the Service if you are prohibited from receiving software services, if your account has been suspended, or if using the Service would breach a law, licence, court order, regulatory requirement, or third-party agreement that applies to you.

You are responsible for checking whether your business, industry, transaction, customer, and proposed contract require a licence, disclosure, tax treatment, consent, approval, or special form. You are also responsible for the people you invite to a workspace and for ensuring that each person has the authority and access they need.

3. Workspaces, accounts, and security

A workspace owner controls the workspace, billing, members, client records, and content in that workspace. Workspace owners and administrators may be able to view, edit, send, export, or delete workspace information according to the permissions shown in the Service. Members must follow their organisation's instructions and these Terms.

Keep login details, invitation links, portal links, API credentials, payment details, and signature assets confidential. Tell Paymarka promptly through the available contact channel if you suspect unauthorised access, a compromised credential, a wrongly sent link, or a security incident. You are responsible for activity carried out through your account unless it resulted from Paymarka's failure to use reasonable security measures required by applicable law.

4. Your content and instructions

"Your Content" means information, text, documents, images, signatures, payment evidence, contact details, instructions, and other material you submit to or create in the Service. You keep your rights in Your Content. You give Paymarka a limited, non-exclusive licence to host, copy, format, transmit, display, secure, back up where configured, and otherwise process Your Content only as needed to provide, maintain, secure, improve, and support the Service, comply with law, prevent abuse, and resolve disputes.

You confirm that you have the rights, notices, consents, permissions, and lawful basis needed to submit Your Content and to instruct Paymarka to process it. Do not upload or use information that you are not authorised to process. You are responsible for the accuracy, completeness, legality, suitability, and currency of Your Content, including the names and contact details of clients, invoice amounts, tax information, delivery dates, contract wording, bank details, and payment evidence.

Paymarka may remove or restrict Content that it reasonably believes breaches these Terms, the Acceptable Use Policy, a third-party requirement, or the law. Paymarka may preserve or disclose Content where reasonably necessary to comply with law, protect people or the Service, investigate abuse, or establish, exercise, or defend legal rights.

5. Personal data and privacy

The Privacy Notice describes the categories of personal data Paymarka processes, why it processes them, and the choices available to data subjects. The Retention Notice describes important retention and deletion behaviour. You must give clients and other people whose information you submit any notice that applicable law requires.

Where you decide why and how client or other workspace personal data is processed, you will generally act as the data controller and Paymarka will generally process that data on your instructions to provide the Service. Paymarka may separately act as a controller for account, billing, security, fraud-prevention, support, analytics, and legal-compliance processing. The correct role depends on the activity and must be confirmed for your use case.

You must respond to data-subject requests, maintain a lawful basis, use accurate data, limit access, and give Paymarka reasonable instructions and cooperation where needed. Paymarka may use service providers such as Paystack for Paymarka checkout, Cloudinary for file storage, Resend for email, Twilio for WhatsApp messaging, OpenAI for optional drafting features, and Google for optional sign-in, depending on what is enabled. Those providers may process data under their own terms and privacy notices. International transfers, retention periods, and data-subject rights remain subject to the Nigeria Data Protection Act 2023 (NDPA), applicable NDPC directives, and other applicable law.

You must not put sensitive personal data, payment-card numbers, passwords, secret keys, or other information into an AI prompt or ordinary workspace field unless you have assessed the risk and have a lawful basis and appropriate safeguards. Paymarka's AI features are optional and may be unavailable. They can produce incomplete, inaccurate, or unsuitable text; review every result before using it.

6. Proposals, contracts, signatures, and records

Paymarka may record who accepted or signed a displayed contract, the chosen signature method, time, IP address, user-agent information, contract version, and a hash or other technical reference to the signed content. A person may type a name, draw a signature, or upload an executed copy where the Service permits. These features are evidence-capture tools, not a substitute for legal advice, notarisation, witnessing, identity verification, a regulated trust service, or a qualified electronic signature where one is required.

Before accepting or signing, review the complete document and confirm that you understand it, have authority to sign, consent to electronic records and signatures where needed, and can keep a copy. The parties to the underlying contract decide its terms, performance, governing law, formalities, and remedies. Obtain independent legal advice where the transaction, industry, value, counterparty, or jurisdiction makes that appropriate. Paymarka does not guarantee admissibility, authenticity, enforceability, or outcome in any court, tribunal, regulator, or other forum.

7. Payments, invoices, and subscriptions

The provider and client are responsible for their own commercial transaction. Paymarka records invoices and payment events; it does not decide whether money is owed or whether work was delivered. At present, the client portal does not accept online client invoice payments. It may show bank-transfer instructions or other offline methods and allow the client to upload proof for the provider to review. Any approval, rejection, correction, refund, chargeback, tax, or dispute about the underlying client payment is between the relevant parties and, where relevant, their bank or payment provider.

Paymarka's own one-off and subscription checkout is handled through a third-party payment provider. The available plans, prices, currency, billing interval, limits, taxes or fees (if any), and checkout disclosures are the ones shown before you submit payment. A subscription may renew automatically at the displayed interval until cancelled. Cancellation, plan changes, and refunds are subject to the Refund and Cancellation Policy and applicable law.

A One-Off purchase currently creates one deal credit. A credit is consumed when the Service creates a deal for it and is not restored merely because the underlying deal later changes or ends. Plan limits, capabilities, and availability may differ by plan. Paymarka may suspend or limit access where a charge fails, a payment is reversed, a provider reports fraud, or you owe amounts due under these Terms.

8. Acceptable use

You must use the Service lawfully, honestly, and only for authorised business activity. The detailed rules and examples are in the Acceptable Use Policy, which forms part of these Terms. You must not use Paymarka to forge evidence, impersonate a person or business, mislead a client, evade a payment or regulatory obligation, send unlawful communications, or represent Paymarka as a bank, payment processor, legal adviser, or guarantor.

9. Ownership and licence to the Service

Paymarka and its licensors own the Service, software, interfaces, designs, documentation, trademarks, and improvements. Subject to these Terms and payment of applicable fees, Paymarka gives you a limited, non-transferable, non-exclusive, revocable licence to use the Service for your internal business purposes. You may not copy, resell, sublicense, lease, reverse engineer, interfere with, bypass limits on, or use the Service to build a competing product, except where applicable law does not allow that restriction.

You grant Paymarka permission to use suggestions and feedback without payment or attribution. This does not give Paymarka ownership of Your Content.

10. Third-party services

The Service may depend on third-party hosting, storage, identity, messaging, AI, payment, email, banking, telecommunications, or other services. A third party may impose its own terms, fees, limits, verification, availability, and dispute process. Paymarka is not responsible for a third party's acts or omissions, except to the extent responsibility cannot lawfully be excluded. Paymarka may change or stop using a third-party service and may provide a reasonable alternative where practical.

11. Availability and support

The Service is provided as a software service and may be changed, suspended, interrupted, or unavailable for maintenance, upgrades, security work, capacity, provider failure, internet or telecommunications problems, or events outside reasonable control. No service level, response time, backup, recovery time, uptime, security certification, or support outcome is promised unless Paymarka gives you a separate written agreement that expressly says so. Keep copies of important proposals, contracts, invoices, receipts, and evidence outside the Service.

12. Suspension and termination

You may stop using the Service at any time. A workspace owner may request account deletion using the available product flow. Deletion may immediately remove workspace records from ordinary access, while technical assets, payment records, audit material, fraud-prevention records, account-deletion records, backups, or information needed for legal claims may be retained or deleted later as described in the Privacy and Retention Notices and as required by law.

Paymarka may suspend or terminate an account, workspace, portal link, or access to any feature if reasonably necessary to prevent harm, address a breach, comply with law or a provider request, protect data or the Service, investigate fraud, or collect unpaid fees. Where practical, Paymarka will provide notice and an opportunity to resolve the issue. Sections concerning payment, ownership, confidentiality, data, acceptable use, disclaimers, liability, indemnity, disputes, and any rights that by their nature should continue will survive termination.

13. Disclaimers and limits of responsibility

To the maximum extent permitted by law, the Service and its outputs are provided on an "as-available" and "as-is" basis. Paymarka disclaims warranties that the Service will be uninterrupted, error-free, secure against every threat, accurate, complete, fit for a particular purpose, or suitable for your legal, accounting, tax, payment, or compliance needs. Paymarka does not promise a particular commercial result, recovery of money, client behaviour, contract enforceability, or dispute outcome.

Nothing in these Terms excludes or limits liability, a consumer right, a remedy, or a warranty that cannot legally be excluded or limited. Subject to that rule, Paymarka will not be liable for indirect, incidental, special, exemplary, punitive, or consequential loss, loss of profit, revenue, business, goodwill, opportunity, anticipated savings, data, or contract, or loss caused by a third party, your Content, your instructions, your failure to secure an account, or the underlying provider-client transaction.

Subject to non-excludable rights and liabilities, Paymarka's total liability arising out of or related to the Service will not exceed the fees you paid or owed to Paymarka for the Service that gave rise to the claim during the 12 months before the event. This limitation is a proposed contract term and must be reviewed for fairness, consumer application, and enforceability.

14. Your responsibility and indemnity

To the extent permitted by law, you will defend and reimburse Paymarka for third-party claims, losses, fines, penalties, reasonable professional fees, and costs arising from Your Content, your instructions, your use of the Service, your breach of these Terms, your unlawful or unauthorised processing of personal data, or the underlying goods, services, contract, invoice, or payment transaction. This does not require you to reimburse Paymarka for loss caused by Paymarka's own breach or liability that cannot legally be transferred to you.

15. Governing law and disputes

[Insert the governing law, courts or arbitration forum, venue, notice process, and any mandatory consumer-redress wording after Nigerian counsel confirms them.] Nothing in this section removes a right to complain to a regulator or seek a remedy that applicable law makes available. The parties should try in good faith to resolve a support or billing issue through the Paymarka contact channel before starting formal proceedings, unless urgent relief or law makes that inappropriate.

16. Changes and general terms

Paymarka may update these Terms when the Service, law, security requirements, or business model changes. Paymarka will publish the new version and update the date above. For a material change, Paymarka will give notice where reasonably practicable. Continued use after the effective date means the updated Terms apply; if you do not agree, stop using the Service.

These Terms, the Privacy Notice, Retention Notice, Acceptable Use Policy, and Refund and Cancellation Policy are the agreement about the Service, subject to any separately signed order or data-processing agreement. If a provision is invalid, it will be narrowed or severed only to the extent necessary and the rest will continue. A failure to enforce a provision is not a waiver. You may not assign these Terms without Paymarka's written consent; Paymarka may assign them as part of a merger, reorganisation, or transfer of the Service. Nothing here creates a partnership, agency, employment, fiduciary, or joint venture relationship.

17. Contact

Send questions, complaints, data requests, security reports, and billing issues through the Paymarka contact form. Before launch, add the operator's legal name, registered/service address, legal notice email, privacy contact, and any appointed data protection officer or representative to the relevant pages.