Paga Invest IPO Referral Program

Terms of Service

Please read the following Terms of Service carefully. By using Paga or this website, you are agreeing to these Terms of Service.

Terms and Conditions for Consumers and Agents

By registering for, accessing, or using the Paga Invest IPO Referral Program (the “Program”), including by generating or sharing a referral link, you agree to be bound by these Terms and Conditions (“Terms”), Pagatech Limited’s (“Pagatech”, “Paga”, “we”, “us”) general Terms of Use, and Paga’s Privacy Policy, each of which is incorporated into and forms part of these Terms. If you do not agree, you must not participate in the Program.

These Terms apply to you where you access or participate in the Program directly through the Platform, as a Consumer and/or an Agent. They do not apply to a person or entity that participates in the referral activity for the Program under a separate negotiated and signed agreement with Paga, which is instead governed by the terms of that agreement.

  1. Definition and Interpretation

The following definitions relate to these Terms of Use:

The following definitions relate to these Terms:

1.1 “Agent” means a person who holds an agent status under Paga’s Terms of Use (excluding a device,

ATM, or kiosk, notwithstanding that these may also fall within the meaning of “Agent” under Paga’s Terms of Use) and who registers to participate in the Program to refer other persons to purchase securities in an Offering using their unique Referral Link, and who may earn an Incentive for doing so.


1.2 “Consumer” means an individual who purchases, or seeks to purchase, securities in an Offering on the Platform, whether or not referred by an Agent.

1.3 “Identity Verification” means the process by which Paga confirms a prospective investor’s identity before permitting a purchase on the Platform, including verification by BVN (as defined in Paga’s Terms of Use), National Identification Number (“NIN”), international passport, or such other means as Paga may require from time to time.

1.4 “Incentive” means the reward payable by Paga to an Agent for a Qualifying Referral, the rate and structure of which is communicated separately in respect of each Offering, as described in Paragraph 5.

1.5 “Offering” means a public offering of securities made available for purchase on the Platform

from time to time.

1.6 “Platform” means the Paga Invest platform accessible at invest.paga.com and any successor or

related site or application through which the Program is made available.

1.7 “Qualifying Referral” means a purchase of securities in an Offering that is correctly attributed,

through Paga’s tracking system, to an Agent’s Referral Link, and that is completed within the period specified for that Offering under Clause 5.

1.8 “Referral Link” means the unique, trackable link (and any associated promotional materials made available by Paga) issued to an Agent for use in the Program.

  1. Eligibility

2.1. To participate in the Program as an Agent, you must: already hold valid, active Agent status under Paga’s Terms of Use, be in good standing; be at least 18 years old and have the legal capacity to enter into these Terms; complete any additional registration and Identity Verification steps Paga may require to enable Agents to participate in the Program; and not be a person Paga has previously suspended or disqualified from the Program, or from any other Paga service, for breach of applicable terms.

2.2. To purchase securities in an Offering, you must: be at least 18 years old and have the legal capacity to invest; successfully complete Identity Verification; be legally permitted to purchase the relevant securities under the laws applicable to you, including, where you are purchasing from outside Nigeria, the laws of your country of residence; and meet any additional eligibility criteria specified for the relevant Offering.

2.3. We may, at our discretion, decline to admit any Agent into the Program, or decline to process any purchase by a Consumer, where we reasonably consider this necessary for legal, regulatory, or risk-management reasons.

  1. How the Program Works

3.1. Once approved to participate in the Program as an Agent, you will be issued a Referral Link. You may share your Referral Link with other persons through any lawful channel, including social media, messaging platforms, and email.

3.2. A purchase will only be treated as a Qualifying Referral where it is correctly attributed to your Referral Link through Paga’s tracking system. Our tracking records shall, in the absence of manifest error, be conclusive as to whether a purchase constitutes a Qualifying Referral.

3.3. A Consumer who completes a purchase on the Platform, whether or not referred by an Agent, will be subject to Identity Verification and the payment and settlement process applicable to the relevant Offering.

  1. Incentives

4.1. Incentive rates for a given Offering are not fixed by these Terms. The applicable Incentive rate or structure, the period during which referrals qualify for an Incentive, and any other reward terms (including any cap or minimum threshold) will be published on the Platform and/or communicated in the marketing materials for that Offering, at or before the time that Offering opens for subscription. We reserve the right to determine and revise the Incentive terms applicable to each Offering from time to time.

4.2. You will not be entitled to an Incentive in respect of an Offering for which no Incentive terms have been published or communicated under Clause 4.1, or in respect of any referral completed outside the period specified for that Offering.

4.3. We reserve the right to withhold or reverse an Incentive attributable to a purchase that is later cancelled, reversed, found to be fraudulent, or where the relevant Consumer’s Identity Verification fails.

4.4. A Consumer does not earn an Incentive for their own purchase. Where a Consumer also holds Agent status, they may earn an Incentive only in respect of Qualifying Referrals of other persons, and not in respect of their own purchases.

4.5. Incentives will be calculated and credited to your account or wallet with Paga, within the timeframe stated for the relevant Offering, net of any applicable withholding tax and other statutory deductions.

4.6. Where you dispute an Incentive calculation, you should contact us within 72 hours of the relevant Offering’s settlement, providing details of the disputed referral. We will investigate and respond within a reasonable time.

  1. Investment Risk and No Advice

5.1. Nothing in the Program, a Referral Link, or any promotional material shared by an Agent constitutes investment, financial, tax, or legal advice, or a recommendation or guarantee of any return, and none of Paga, an Agent, or any other participant in the Program shall be treated as having provided such advice, except for the relevant issuing houses marketing the Offering through Paga.

5.2. The value of securities may fluctuate you may not recover the amount invested. You are encouraged to read the relevant Offering prospectus and other applicable offer documents before investing and, where appropriate, seek independent financial advice.

5.3. If you are an Agent, you must not make any statement, express or implied, that a purchase is risk-free, that a specific return is guaranteed, or that Paga or you are providing investment advice.
Any such statement is made solely at your own risk and is not authorised or endorsed by Paga

  1. Conduct and Prohibited Activitie

6.1. When participating in the Program, you must not: make any false, misleading, or unsubstantiated claim about an Offering, the Platform, or the returns a Consumer might expect; use unsolicited bulk messaging (spam), or share your Referral Link in a manner that violates any applicable law, platform policy, or third party’s rights; impersonate Paga, or suggest that you are an employee, officer, or authorised representative of Paga, unless this is the case; create or use multiple Agent registrations, or refer purchases made using your own identity documents or funds, in order to artificially generate Incentives; engage in any fraudulent, manipulative, or unlawful conduct in connection with the Program; or use the Program in any way that breaches applicable data protection, consumer protection,

advertising, or securities laws.

6.2. We may investigate any suspected breach of Clause 6.1 and take such action as we consider

appropriate, including under Clause 7.

  1. Suspension and Termination

7.1. We may suspend or terminate your participation in the Program, or decline to pay an Incentive, at any time and without prior notice, where: we reasonably believe you have breached these Terms; we suspect your participation is fraudulent, negligent, or being used for illegal activities; we are required to do so by law or a regulatory authority; or we believe it necessary to protect Paga, other participants, or third parties.

7.2. You may stop participating in the Program at any time by ceasing to use your Referral Link. Incentives properly earned in respect of Qualifying Referrals completed before you stop participating will remain payable in accordance with Clause 4, save where Clause 7.1 applies.

7.3. We may discontinue the Program, or any particular Offering under it, at any time, including where an Offering is withdrawn, oversubscribed, or closed by the relevant issuer or issuing house.

  1. Data Protection and Privacy

8.1. We will process Personal Data collected in connection with the Program (including Identity Verification data and referral tracking data) in accordance with the Nigeria Data Protection Act 2023 and our Privacy Policy, which forms part of these Terms.

8.2. If you are an Agent, you must not collect, store, or use the Personal Data of any person referred through your Referral Link other than as permitted by Paga and applicable law, and must not share such data with any third party.

  1. Intellectual Property

All copyright, trademarks, and other intellectual property rights in the Platform and any promotional materials made available to Agents are owned and controlled by Pagatech or its licensors. Participation in the Program grants you no rights to the same, and you shall not copy, reproduce, republish, upload, post, transmit, or distribute such materials except as reasonably necessary to promote an Offering in accordance with these Terms, for as long as you participate in the Program.

  1. Limitation of Liability and Indemnity

10.1. The Program, the Platform, the Referral Link and any related services, content, materials, information and functionality are provided on an “as is” and “as available” basis, to the maximum extent permitted by applicable law.

10.2. To the maximum extent permitted by applicable law, Paga makes no representation or warranty, whether express, implied, statutory or otherwise, regarding the Program, the Platform, any Referral Link or any Offering, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability or suitability, We do not represent or warrant that the Platform will be uninterrupted, error-free, or secure.

10.3. In no event shall Paga be responsible or liable to you or any third party under any circumstances for any losses incurred due to any fraudulent, unauthorised or unlawful activity carried out by any person using the Program, the Platform or a Referral Link.

10.4. Paga shall not be liable to you for any indirect, incidental, special or consequential loss or damage, or for any loss of revenue, profits, anticipated savings, goodwill, business opportunity or reputation, arising out of or in connection with the Program, your participation in the Program, these Terms or any Offering, whether arising in contract, tort, negligence, under statute or otherwise, and whether or not Paga has been advised of the possibility of such loss or damage.

10.5. You agree to indemnify and hold harmless Paga, its affiliates and their respective directors, officers, employees, agents and service providers from and against any claim, demand, action, proceeding, loss, liability, damage, penalty, reversals, chargebacks, cost or expense (including reasonable legal fees) incurred by Paga arising out of or in connection with:

(a) your breach of these Terms;

(b) your fraud, negligence, wilful misconduct or unlawful conduct in connection with the

Program;

(c) any misleading, false or unauthorised representation made by you in connection with

an Offering or the Program; or

(d) your misuse of a Referral Link or any promotional material provided by Paga

  1. General

11.1. These Terms, and your use of the Program, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Paga and You.

11.2. If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

11.3. If Paga does not immediately exercise a right it as under these Terms, Paga does not waive that right. Paga retains its ability and right to enforce any part of these Terms at a later time.

11.4. We reserve the right to change, modify, add to, or delete portions of these Terms at any time, by posting an updated version on the Platform. It is your responsibility to check these Terms periodically for changes. Your continued participation in the Program following the posting of changes means you accept and agree to the changes. Where a change materially affects Incentives already earned but not yet paid, that change will not apply retroactively to those Incentives.

11.5. We are not responsible for any loss arising from any failure, malfunction, or delay in any mobile phone networks, the Internet, or the Platform, resulting from circumstances beyond our reasonable control.

  1. Governing Law and Dispute Resolution

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

12.2. The Parties shall use their best efforts to amicably settle all disputes arising out of or in connection with the performance or interpretation of these Terms and Conditions. Any dispute or differences arising out of the construction, interpretation or performance of the obligations created under this relationship which cannot be settled amicably within one (1) month after receipt by a party of the other party's request for such amicable settlement may be referred to arbitration under the Lagos State Arbitration Law 2009. The arbitration award shall be final and binding. The place of arbitration shall be in Lagos, Nigeria and the language of Arbitration shall be English language.

  1. Statements and Transaction Records

13.1. The physical address, email address, or telephone number you supply during registration are the preferred channels for notices. You must notify us immediately if these change.

13.2. We are entitled to send you information by SMS to your registered phone number, or by email to the address specified on your Account, and any correspondence sent by email or SMS will be considered to have arrived on the day it was sent, unless the contrary is proved.

  1. Contact Us

If you have any questions about the Program or these Terms, please contact us at service@paga.com, or through the Customer Services channels available on www.paga.com

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