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Terms of Service

This agreement between Oystr Finance Company (‘us’, ‘our’, ‘we’ ‘Oystr’or Company) and you (‘you’, ‘your’, ‘Borrower’ and/or “Depositor”) governs your use of our on-lending platform PeerLender to lend money from friends and family or borrow money to friends and family (‘Services’) In these Terms of Service(‘Terms’), you and the Company are individually referred to as a 'Party', and collectively as the 'Parties'.

Oystr is a limited liability company that provides unique financial services to Nigerians by leveraging technology.

The following terms regulate our Service provision. Please acknowledge and agree that you are entering a legal agreement with us and have understood and agreed to abide by, and agreed to be legally bound by these Terms, as well as the Privacy Policy. Where you are not in agreement with these Terms, please do not use the Service and/or discontinue access to the Service immediately.

By completing the registration process or by accessing the Service in any manner or requesting the use of the Service through any means, you are indicating your consent to be bound by these Terms as an agreement between you and the Company.

REVIEW OF TERMS

We may, at our sole discretion, review, revise and/or update these Terms and the Service at any time. We, therefore, advise that you read through these Terms periodically.

We may also make some changes to the Terms immediately, without prior notice, if they are required by applicable laws and regulations; or relate to the addition of a new service or extra features to our Services.

We reserve the right to withdraw or amend these Services, and any other service or material we provide on our website, mobile application, or merchant API (altogether ‘Platform’), in our sole discretion without notice.

You should stop using our Services if you do not agree to the changes. If you keep using our Services after we have notified you of or announced any such changes, you will be deemed to have accepted the changes.

We will not be liable if for any reason all or the service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to Depositors and Borrowers.

USER DUE DILIGENCE

You are responsible for:

  1. Making all arrangements necessary for you to have access to the Service;
  2. Ensuring that all persons who access the platform through your internet connection are aware of these Terms and comply with them.

To access our Services or some of our resources, you will be asked to provide certain registration details or other information. All the information you provide must be correct, current, and complete.

You acknowledge that we may not provide you with our Services until we have received and verified all the information we require. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.

We reserve the right to restrain you from using any of our services after conducting due diligence on you. Our due diligence process comprises the three-tiered know-your-customer requirements including verification of information provided by you, verification of your address, verification of your identity, verification of your Bank Verification Number (BVN), assessment of your credit score, and any other information or document as we may require for our internal risk assessment.

In the event of changes in any information provided to us, you are required to inform us within two (2) working days of such change.

You agree that all information you provide during your use of our Service or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information in line with our Privacy Policy.

You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify the information you provide to us. This may include requiring you to take steps to confirm the ownership of your email and phone number and/or verify your information against a third-party database. We may keep records of your due diligence checks in accordance with our Privacy Policy.

COMPLIANCE AND RISK CONTROL

We have the authority to monitor your transactions on our Platform and your use of our Platform for any transaction or activity.

We may suspend the Services where we believe that your application is fraudulent or unauthorized; where we suspect a risk of default, where we have concerns about the security of our Platform; or where you log incorrect login details severally. Where we suspend your access for supplying incorrect login details, you can rectify this by resetting your password.

Where we intend to suspend your access to our Services, we may give you 24 hours advance notice except where the notice will compromise our security.

You agree that we reserve the right to request additional documents that support your transactions.

We reserve the right to investigate you and your transactions if we deem your activities to be fraudulent.

ABOUT THE SERVICES

Services refer to products and services rendered to Borrowers and Depositors through the Platform. We will provide you services pertaining to PeerLender, a platform, through which Depositors can deposit an agreed sum on the Platform, and the Company may advance such deposit as a loan to Borrowers with interest without violating any Applicable Law; and the Borrowers will repay the loan through the Platform.

ACKNOWLEDGEMENT

As the Depositor, you acknowledge that:

  1. that you have sought and obtained independent legal, financial, and tax advice before depositing money on the Platform for on-lending.
  2. that you have assessed the risk of accessing services on the Platform and every decision made on the Platform will be done entirely at your discretion.
  3. that you understand that we do not provide financial advice or recommendations to you.
  4. that the on-lending done through the Platform aligns with your risk level and only such fund which you can reasonably bear the risk of losing shall be committed to the Platform.
  5. that you have the necessary experience and knowledge to understand the risks involved, and/or are able to take advice from a professional or advisor to assist you in understanding the risks involved.
  6. You acknowledge that the money lent through the Platform will be lent to Borrower and not Oystr or any of its directors, employees, shareholders, or member. You agree that there is no lender-borrower relationship between you and Oystr.
  7. that Oystr will retain custody of the money before disbursement to the Borrower.
  8. that you cannot vary the terms of a Loan Agreement when such arrangements have been executed between Oystr and the Borrower.
  9. that the money is obtained from a legal source of income and you are not in violation of any anti-money laundering or corruption law.
  10. that you hereby grant us an irrevocable power of attorney to disburse the money to the Borrower.

As a Borrower, you acknowledge that:

  1. you have that you have sought and obtained independent legal, financial, and tax advice before borrowing on the Platform.
  2. That failure to provide the necessary authorization for the direct debit mandate from you may lead to legal consequences, including arrest or the initiation of legal proceedings, and that you shall, in such event, be held liable for all applicable fees and costs incurred from the legal action.
  3. that you have assessed the risk of borrowing on the Platform and every decision made on the Platform will be done entirely at your discretion.
  4. that you understand that we do not provide financial advice or recommendations to you.
  5. that you authorize us, our partners, and agents to debit your bank account for the amount of each repayment due on each due date. This authorization does not affect your obligation to pay when due, all amounts payable on your loan/credit, whether or not there are sufficient funds therefore in such bank accounts.
  6. that you are a resident of Nigeria and the proceeds of the loan/credit will not be used for funding any illegal activity.

WARRANTIES

You warrant, agree, and represent that:

  1. that you are a Nigerian citizen, 18 (Eighteen) years or older
  2. to provide true, accurate, current, and complete information about yourself, your business references, and any other information as may be required by us.
  3. maintain and promptly amend all information to keep it true, accurate, current, and complete. You must update us from time to time of any material change.
  4. You have full capacity, authority, and all necessary consents to enter and exercise the rights and perform your obligations under these Terms.
  5. Your entry into and performance of these Terms do not:
    1. conflict with or result in the breach of your obligation under any contract or agreement; and
    2. conflict with or result in the breach of any applicable law or other restrictions or obligations that you are subject to.
  6. You will use the Services only for lawful purposes and in compliance with these Terms.
  7. You will comply with all applicable laws in connection with these Terms and the performance of its obligations under the Terms;
  8. You will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner to interfere with the operation of the Services; and
  9. You will not interfere with, disrupt, or cause any damage to other users of the Service.

You hereby grant an irrevocable, perpetual, worldwide, and royalty-free, sub-licensable license to us, to display and use all information provided by such you in accordance with the purposes set forth in these Terms.

You are solely responsible for any use of the Services, and other features, you will use all reasonable endeavours to ensure that no unauthorized person will or could access the Services or other features of the Platform.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or our platforms will be free of viruses or other destructive code.

You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our platforms or for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PLATFORMS OR FROM DOWNLOADING ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF OUR SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PLATFORM IS AT YOUR OWN RISK. OUR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE TAKE ALL REASONABLE ENDEAVOUR TO ENSURE OUR PLATFORM ARE FREE FROM DESTRUCTIVE VIRUS AND DATA GENERATED THROUGH OUR PLATFORM ARE ACCURATE AND UP TO DATE.

WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Non-reliance. We work with third parties, including Affiliates, to provide the best financial Services. If you receive information from a third party, you bear all the risk and responsibility of relying on the information and will not have any claim against us for your reliance on such information.

SERVICE FEE

In consideration of the Services, we will charge either

  1. the Depositor N200 and a percentage of the total repayment or as otherwise agreed in writing by the Parties to be paid before the disbursement of funds; or
  2. the Borrower, N200 and a percentage of the amount to be repaid which will be deducted before disbursement (the “Service Fee”)

Tax: All amounts payable to us under these Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which you will be responsible for and will pay in full without any set-off, counterclaim, deduction, or withholding unless prohibited by applicable law. The interest on the loan is subject to value-added tax at the rate of 7.5% and withholding tax at the rate of 10%. We will collect these taxes on interest earned by the Depositor and remit the taxes to the appropriate government authority.

Processing fee: You may make payment via a payment gateway. You agree to be solely responsible for the applicable charges for the services provided by all and any of the third party payment gateway.

Default fee: You hereby agree that as the Depositor you will charge the Borrower a default fee where the Borrower does not repay the loan together with the due interest on or before the due date. The default fee rate shall be 1% of the value of the loan for each month you are in default.

As the Borrower you will be deemed to have defaulted when

  1. Fail to pay timely any amount due date.
  2. file or have instituted against you any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors;
  3. die or are declared dead;
  4. commit fraud or make any material misrepresentation in this Agreement, or any other documents, applications, or related materials delivered to us in connection with your loan; or
  5. fail to abide by the terms of this Agreement (Event of Default).

In the Event of Default on repayments you hereby consent to whatever means we deem fit to facilitate the recovery of your loan payments including debiting every account connected to your BVN, in particular you agree that:

  1. In the Event of Default, you understand and agree that it in our legitimate business interest to refer your indebtedness to credit bureaus, applicable regulatory agencies, law enforcement agencies or any such body or entity we deem fit for the purpose of recovering the loan.
  2. In the Event of Default, we may institute legal proceedings against you on behalf of the Lender.
  3. We reserve the right to undertake necessary recovery procedures, including, but not limited to internal recovery procedures or external recovery procedures, which we may deploy on an accelerated basis (i.e., we may at our absolute discretion employ internal recovery procedures, failing which, we shall have the right to employ external recovery agents to recover the outstanding principal amount and accrued interest from you).
  4. You hereby expressly and unequivocally:
    1. instruct us to initiate a global standing instruction to recover outstanding amounts from any/all accounts which you maintain with any participating financial institution of the Central Bank of Nigeria’s (CBN) Global Standing Instruction system (“GSI Mandate”); and
    2. agree that we shall have the right to trigger such GSI Mandate and instruct the relevant banks/participating financial institutions to initiate a balance enquiry into any accounts maintained by you and linked to your BVN and to recover the outstanding principal amount and accrued interest from any/all such accounts.

Security: We may, at any time, require the Borrower to procure, within thirty (30) days (or such longer period as the Parties agree) after receiving our written request, a guarantee, indemnity, or other security (including the replacement of any existing security) in such form and over such assets as we may reasonably require to secure to its reasonable satisfaction for the performance of its obligations.

INTELLECTUAL PROPERTY RIGHTS

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected under Nigerian copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Platform for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, without our written permission and/or the express, authorized written permission of the copyright owner.

No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by us. Any use of the platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You are solely responsible for the quality, accuracy, and completeness of any of your materials and shall indemnify us, our affiliates, our Depositors, and our service providers for demand against all losses arising out of or in connection with the use of your materials.

LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL, WE, OUR AFFILIATES OR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL PROVISIONS OR THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR PLATFORM, OUR PRODUCTS, ANY PLATFORM OR PRODUCT LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimer of Liabilities

The Service is not a get-rich-quick scheme. The Depositor is bound by the terms of the loan, until the borrower completes repayments which could be up to two years or more. The lending or borrowing opportunities on our platform(s) do not constitute an offer or guarantees of wealth or profits, Depositors are advised to conduct their due diligence. All lending and borrowing decisions rest with the Depositors and Borrowers along with all attendant inherent risks and liabilities.

INDEMNITY

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your user obligations, any use of the Platform, content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.

LIMITATION OF DAMAGES

You hereby consent that our liability to you for any cause whatsoever, regardless of the form of the action will not exceed the total amount of money deposited and lent under the relevant transaction.

We will not be liable to any user for any loss or damage, even if foreseeable, arising under or in connection with the use of, or inability to use our site. All decisions regarding the use of the Platform ultimately reside in the user.

CONFIDENTIALITY

You undertake that all communication, content, intellectual property, or other information, and materials on the Platform, either marked ‘confidential’ or is by its nature intended to be for your knowledge alone, shall be kept confidential.

Furthermore, any communication, content, intellectual property, or other information, and materials you obtain in terms of or arising from the use of this Platform shall be treated as confidential and shall not be divulged or permitted to be divulged to third parties, without our prior written consent.

Depositors may disclose Borrowers’ information to their professional advisors for the purpose of extending loans to borrowers on our Platform only.

Please note that all obligations relating to Confidential Information under this Terms will continue after termination of the Terms and termination of access rights hereunder.

DISCLOSURE

We may disclose your information to:

  1. any of our branches, subsidiaries, holding companies, associated company, affiliates including any Affiliate or a related entity;
  2. on a need-to-know basis, any agent, contractor, or service provider that we engage or propose to engage to carry out or assist us with our functions and activities who is under a duty of confidentiality to keep such information confidential;
  3. participants in the payments system including card schemes, financial institutions, and payments organisations;
  4. any person with whom we enter any assignment, fundraising agreement, share purchase agreement, or other commercial agreement who is under a duty of confidentiality to keep such information confidential;
  5. any person to whom information is permitted or required (or expected) to be disclosed by any applicable law or regulation or pursuant to any order of a court;
  6. any referee or representative of yours (including any professional advisor, broker, introducer, attorney, or executor);
  7. any third-party provider of collateral, security, or credit support (if any);
  8. credit reference agencies, and, in the event of default, debt collection agencies
  9. any of your agents you have authorised or who is authorised under law such as an administrator or trustee in bankruptcy or your legal representative;
  10. any actual or proposed assignee or investor of all or any part of our business and/or assets and/or shares or interests of or in our business.
  11. through our partner or agent, to CBN through the Credit Risk Management System (CRMS); and
  12. to third-parties, credit reference agencies, collection agencies, and law enforcement agencies including but not limited to the Economic and Financial Crimes Commission, the Special Fraud Unit of the Nigerian Police Force, and any other person; in the Event of Default by the Borrower.

NOTICE

By accepting these Terms, you explicitly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes. You may be contacted via your registered telephone number, physical or electronic, or any other address at which you may be reached. You agree that we may contact you in any way, including SMS messages (including text messages), calls using pre-recorded messages or artificial voice, and calls and messages delivered using an auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your voicemail, or send one via text.

Consent to Electronic Transactions and Disclosures

We operate internet-based solutions, whether you choose to participate on our platform as a Borrower, Depositor, or in any other manner you agree that all such (explicit and implied) consent to transact business with us online and electronically is legally binding and to be held as if you had physically appended signatures as applicable.

By agreeing to these Terms, you agree that all such electronically shared communication, documents, notices, contracts, and agreements arising from or relating to your use of the Service, including any loans you may request or receive, your registration as a borrower or depositor on our Site, any loans you may fund, notes you have purchased, your use of the Service, and the servicing of your loan, if funded, as either a Borrower or Depositor is legally binding.

DEPOSITOR’S OBLIGATION

As a Depositor, you agree that you shall:

  1. Deposit the agreed sum on the Platform;
  2. Supply the Company with accurate, accurate, complete and up to date and updated information;
  3. serve all your obligations under these Terms; and
  4. ensure compliance with all Applicable Laws in force from time to time.

BORROWERS’ OBLIGATION

As a Borrower, you shall:

  1. pay the loan together with interest and default fees;
  2. pay insurance fee and processing fee as agreed at the point of borrowing;
  3. provide the Company with accurate, complete and up-to-date information including personal and financial information;
  4. promptly inform the Company of any fact that may have a material adverse effect on your ability to repay the loan;
  5. observe all your obligations under these Terms;
  6. ensure compliance with all Applicable Laws in force from time to time.

TERMINATION

We reserve the right to terminate these Terms and provision of our service to You, if:

  • You breach any provision of these Terms.
  • we are required to do so by law.
  • You become insolvent.
  • a bankruptcy proceeding is filed by You or against You.
  • we choose to discontinue the Service being offered or discontinue operating the Platform.

We reserve the right to enforce the obligations contained herein, even when you have uninstalled the Platform or after the termination of these Terms until all your obligations are fulfilled.

Upon termination of these Terms, the rights granted to you under these Terms shall cease to exist. Notwithstanding anything contained in these Terms or otherwise, the termination of these Terms, for any reason whatsoever, shall not affect your obligations, including but not limited to repayment of any outstanding amount(s).

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and all disputes and matters arising from the Platform (or its use) shall be governed by the laws of the Federal Republic of Nigeria.

In the event of a controversy, claim, or dispute arising out of or relating to these Terms, the Parties shall attempt in good faith to resolve such controversy, claim or dispute promptly by negotiation between the Parties or their authorized representatives. You shall, before exploring any other remedy in law, notify us of the dispute or complaint through the contact details. If parties are unable to resolve the controversy, claim or dispute, the parties shall be referred to mediation by a single mediator at the Lagos Multi-Door Courthouse (“LMDC”) under the LMDC Rules and governed by the Lagos Multidoor Courthouse Law.

Each Party agrees that any dispute arising out of or in connection with the Terms will be conducted only on an individual basis and not in a class, consolidated or representative action.

Each Party shall continue to perform its obligations under these Terms during the pendency of the dispute until the Agreement is terminated in accordance with these terms.

RECORDS

You agree that, except in the case of manifest error, our record of the Services we offered and of transactions carried out through our Platform is conclusive evidence of its contents.

SET OFF

The Company may set-off debts owed by the Borrower from any money standing to the Borrower’s credit in any bank account and from any other financial assets of the Borrower.

The Company may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether the liability arises under these Terms. Our right to set off includes but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with us.

OTHER LANGUAGES

These Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.

SEVERABILITY

If any provision of the Terms is determined to be invalid, unenforceable, or illegal by any court or tribunal, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable, and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable.

ASSIGNMENT AND SUBCONTRACTING

You shall not assign your rights under these Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of these Terms.

We may assign these Terms, in whole or in part, or subcontract our obligations under it, without your consent.

RELATIONSHIP

Nothing in these Terms will be construed as creating an agency, a partnership, or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

WAIVER

No failure or delay by Us or any Depositor to exercise any right or remedy provided under these Terms for applicable law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.