Terms and Conditions

1. About these terms

PassGuard is owned and operated by Flexigrid Solutions Ltd ("we", "us", "our" or "PassGuard"), a company registered in Nigeria with registration number RC 8642152, with its registered office at Plot 1366, Edmund Madani Crescent, Abuja, FCT, Nigeria.

These Terms and Conditions ("Terms") govern your access to and use of the PassGuard platform, including our website, web dashboard, mobile applications, and related services (together, the "Platform"). By creating an account, accessing, or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

Please read these Terms together with our Privacy Policy, which explains how we handle personal data.

2. Definitions

• "Host" means a person or organisation that registers for an account to create and manage events on the Platform.
• "Guest" means an individual invited to a Host's event who receives a digital invitation or pass.
• "Event" means an event created and managed by a Host through the Platform.
• "Pass" means the QR-based digital invitation or ticket issued through the Platform to a Guest for the purpose of authentication and check-in.
• "Guest Data" means personal data relating to Guests that a Host uploads to, or generates through, the Platform.
• "Content" means any information, text, files, images, or other material uploaded to or created on the Platform.

3. Eligibility and accounts

To register as a Host, you must be at least 18 years old and able to form a legally binding contract under Nigerian law. If you register on behalf of a business or organisation, you confirm that you are authorised to bind that entity to these Terms.

You are responsible for:

• providing accurate, current, and complete information when you register;
• keeping your login credentials confidential;
• all activity that occurs under your account; and
• notifying us promptly at info@flexigridsolutions.com if you suspect any unauthorised use of your account.

We may refuse, suspend, or terminate an account at our discretion where we reasonably believe these Terms have been breached.

4. The service

PassGuard provides tools that allow Hosts to create events, issue QR-based Passes to Guests, distribute those Passes through channels such as WhatsApp, SMS, and email, and authenticate and check in Guests at event entrances by scanning their Passes.

The Platform provides authentication and record-keeping tools only. PassGuard does not control physical admission to any venue. The decision to admit or refuse any Guest rests solely with the Host and the venue. We are not responsible for crowd management, security, or safety at any Event.

We may add, change, or remove features of the Platform from time to time. We will try to give reasonable notice of material changes but are not obliged to maintain any particular feature.

5. Host responsibilities regarding Guest Data

This section is important. When you upload or generate Guest Data, you are the data controller for that data and we act as your data processor, processing it on your behalf and on your instructions, as described in our Privacy Policy.

As a Host, you represent and warrant that:

• you have a lawful basis under the Nigeria Data Protection Act 2023 ("NDPA") to collect and upload each Guest's personal data, including their name and contact details;
• you have obtained any consent required to send invitations and messages to your Guests through WhatsApp, SMS, or email;
• the Guest Data you provide is accurate and that you are entitled to share it with us for the purposes of running your Event; and
• you will comply with all applicable data protection and marketing laws in your use of the Platform.

You agree to indemnify us against any claim arising from your breach of these representations, including any complaint or penalty relating to messages sent to your Guests or to the handling of Guest Data you supplied.

6. Messaging and communications

The Platform can dispatch messages to Guests through third-party channels, including the WhatsApp Business API, SMS, and email. These messages are sent in real time to real recipients. There is no test or sandbox mode for live dispatch. You are responsible for reviewing recipient lists and message content before sending.

You must not use the Platform to send unlawful, misleading, or unsolicited messages, or messages to recipients who have not agreed to be contacted by you. We may throttle, suspend, or block messaging where we reasonably suspect misuse, or where required by a third-party provider's policies.

7. Passes and check-in

Passes are issued for the sole purpose of authenticating a Guest's invitation to a specific Event. A Pass:

• is issued at the direction of the Host;
• may be revoked by the Host at any time before check-in; and
• does not by itself guarantee entry to any Event or venue.

We do not warrant that every Pass will scan successfully in all conditions, including where network connectivity, device cameras, or Pass image quality are poor. Hosts should maintain a manual check-in fallback for their Events.

8. Fees and payment

Certain features, including publishing an Event, may require payment of fees displayed on the Platform at the time of purchase. Payments are processed by our third-party payment provider, Paystack. By making a payment, you also agree to Paystack's terms.

Unless stated otherwise on the Platform or required by law:

• fees are quoted and payable in Nigerian Naira (₦);
• fees are due at the time indicated during the purchase or publication flow; and
• fees already paid are non-refundable, except where we are unable to provide the paid feature or where a refund is required by law.

We do not store your full card details. Card and payment information is handled by Paystack in accordance with its own security standards.

9. Acceptable use

You must not, and must not permit anyone else to:

• use the Platform for any unlawful, fraudulent, or harmful purpose;
• upload data you have no right to share, or that infringes another person's rights;
• attempt to gain unauthorised access to the Platform, other accounts, or our systems;
• interfere with, disrupt, or place undue load on the Platform;
• copy, scrape, reverse-engineer, or resell the Platform except as permitted by law; or
• forge, duplicate, tamper with, or misuse Passes or QR codes.

10. Intellectual property

The Platform, including its software, design, branding, and content we provide, is owned by or licensed to Flexigrid Solutions Ltd and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose while these Terms are in force.

You retain ownership of the Content you upload. You grant us a licence to host, process, and display that Content only as needed to provide the Platform and to comply with law.

11. Third-party services

The Platform relies on third-party services, including Paystack (payments), the WhatsApp Business API and Meta (messaging), and SMS, email, and hosting providers. Your use of the Platform may be subject to those third parties' terms and policies. We are not responsible for the acts, omissions, or availability of third-party services.

12. Availability and disclaimer

We aim to keep the Platform available and reliable, but we provide it on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components, or that it will meet your requirements.

13. Limitation of liability

To the fullest extent permitted by Nigerian law:

• we are not liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profits, revenue, goodwill, or data, arising out of or in connection with your use of the Platform;
• we are not liable for failures of admission, security, or safety at any Event, which remain the responsibility of the Host and venue; and
• our total aggregate liability arising out of or in connection with these Terms and your use of the Platform will not exceed the greater of (a) the total fees you paid to us in the three (3) months before the event giving rise to the claim, or (b) ₦50,000.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

14. Indemnity

You agree to indemnify and hold harmless Flexigrid Solutions Ltd, its directors, employees, and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising from your breach of these Terms, your Content, your Guest Data, your messaging activity, or your violation of any law or third-party right.

15. Suspension and termination

You may stop using the Platform and close your account at any time. We may suspend or terminate your access, with or without notice, where you breach these Terms, where required by law, or where continued provision poses a risk to the Platform or other users.

On termination, your right to use the Platform ends. Provisions that by their nature should survive termination — including sections on data, intellectual property, disclaimers, liability, and indemnity — will continue to apply. Our handling of data after termination is described in our Privacy Policy.

16. Data protection

Our collection and use of personal data is governed by our Privacy Policy and by the Nigeria Data Protection Act 2023. Flexigrid Solutions Ltd is registered with the Nigeria Data Protection Commission under registration number NDPC/DCP/14276.

17. Changes to these Terms

We may update these Terms from time to time. Where changes are material, we will take reasonable steps to notify you, for example by posting a notice on the Platform or contacting you. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

18. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Nigeria. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute amicably.

19. Contact us

Flexigrid Solutions Ltd Email: info@flexigridsolutions.com Address: Plot 1366, Edmund Madani Crescent, Abuja, FCT, Nigeria Company registration number: RC 8642152 NDPC registration number: NDPC/DCP/14276