These Terms apply to all users (as defined in the 'Definitions and Interpretation' section) and must be read alongside HUSTLPAY’s additional policies and agreements. These Terms set out the legal rights and obligations of all parties regarding the use of the Service.

1. DEFINITIONS & INTERPRETATION

1.1. Capitalized Terms: used herein shall have the meanings ascribed to them below:

1. “Agreement”: These Terms of Service & User Agreement, including all annexes, policies, and any future modifications.
2. “Platform” / "We" / "Us" / "Our": Refers to HUSTLPAY, its website, mobile applications, and associated services operated by EPO CONNECT LIMITED.
3. “User" / "You": Any individual or entity accessing or using the Platform, including Clients and Freelancers.
4. "Client": A User who uses the Platform to search for, negotiate, contract, and pay for Freelancer Services
5. "Freelancer": A User who uses the Platform to advertise, offer, provide, and receive payment for Freelancer Services.
6. "Service Contract": The contractual relationship directly between a Client and a Freelancer for the provision of specific Freelancer Services, facilitated through the Platform.
7. "Work Product": Any tangible or intangible deliverables, results, or creations produced by a Freelancer for a Client under a Service Contract.
8. "Platform Fees": The fees charged by the Platform for use of its services, as detailed in Section 6.
9. "Cash Payment": A payment method whereby a User settles fees through an authorized cash deposit or collection agent within Nigeria, as detailed in Section 7.
10. "Escrow Account": A designated holding account managed by a licensed third-party payment partner ("Payment Processor") where Client funds are secured pending satisfactory completion of a Service Contract
11. "NDPA": The Nigeria Data Protection Act, 2023, and its accompanying regulations.

1.2. Interpretation: Headings are for convenience only. The term "including" means "including without limitation." References to statutes include amendments and successor legislation.

2 SCOPE,  NATURE OF SERVICES  AND RELATIONSHIP OF PARTIES 

2.1 HUSTLPAY is a technology marketplace that bridges the gap between clients and freelancers. Our platform provides a comprehensive infrastructure for communication, project management, and secure escrow payments, alongside dedicated support for dispute assistance.

2.2 These Terms and Conditions to subscribed clients and freelancers  on the platform.

2.3 These Terms and Conditions govern user access to and use of the services provided by us and is an agreement between You or the business/person you represent and us. Accessing and using this HUSTLPAY Websites, Applications, Services, Mobile Apps and Tools and /or registering, You or the business/person you represent as an “End User” expressly agree to be bound by the Terms and Conditions provided herein for which You register or elect to use. 

 2.4   Platform as Intermediary:  WE ARE NOT A PARTY TO ANY SERVICE CONTRACT. Our role is strictly that of an intermediary and technology service provider. We do not:

1. Employment: Employ, recommend, endorse, or control any Freelancer.

1. Supervision: Supervise, direct, or guarantee the quality, timing, or legality of any Freelancer    Services or Work Product.

1. Liability: Assume any liability for the acts, omissions, or conduct of any User.

1. Warranty: Warrant the accuracy of User-provided information or the outcome of any project.

2.5 Independent Contractor Status: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Platform and any User. Freelancers are independent contractors solely responsible for their own tools, taxes, and business operations.

2.6  User Responsibility: Users are solely responsible for:

1. Vetting and selecting their counterparties.

1. Negotiating the terms (scope, deliverables, timelines, price) of their Service Contract.

1. The performance and completion of the Service Contract.

1. Compliance with all applicable Nigerian laws, including tax, business registration, and regulatory obligations.

3. ACCEPTANCE OF TERMS

3.1. Binding Agreement: By creating an account, accessing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You further represent that you have the legal capacity and authority to enter into this binding contract. If you are acting on behalf of a company or entity, you warrant that you have the authority to bind that entity to these Terms.

3.2 Affirmative Consent: Your agreement to these Terms is evidenced by your use of the Platform or by clicking a checkbox or button labeled "I Agree," "Sign Up," or similar at the time of registration. This constitutes a "click-wrap" agreement, which is legally enforceable.

3.3 Incorporated Policies: This Agreement incorporates by reference our Privacy Policy and Escrow Instructions. These documents together govern our collection and use of your data and the financial mechanics of the Platform.

3.4. a. Modification of Terms:  We reserve the right to modify this Agreement at any time.

     3.4.b.   Notice: We will provide notice of material changes via a prominent announcement on the Platform dashboard or via the email address associated with your account.

      3.4.c. Effective Date: Changes become effective immediately upon posting.

3.4.d. Acceptance: Your continued use of the Platform after the effective date constitutes your unconditional acceptance of the revised Terms. You are responsible for reviewing the Agreement periodically to stay informed of updates.

3.5. Eligibility:  By using the Platform, you represent and warrant that you are at least 18 years of age. If you do not meet this requirement or do not agree to all terms, you must immediately cease use of the Platform.

3.6 If you do not wish to agree to the Terms and Conditions (Herein the ‘’Terms of Use” or Agreement) We advise you refrain from registering.     

4. USER ACCOUNTS & REGISTRATION

4.1. Eligibility. To register an account, you represent and warrant that you:

1. Are at least 18 years of age and possess the legal capacity to form binding contracts.
2. Will use the Platform exclusively for business or professional purposes, not for personal, household, or consumer use.
3. Are not currently suspended or removed from the Platform.

 4.2. Registration & Account Accuracy. You must provide accurate, current, and complete information during registration, including your legal name, business name (if applicable), and valid contact details. You agree to:

1.  Maintain the accuracy of this information and update it promptly within 48 hours of any changes.
2. Provide a valid Tax Identification Number (TIN) or other regulatory identifiers if requested for tax compliance under Section 6.3.

    4.3. Identity & Business Verification. To maintain platform security, particularly for Cash  Payment Services, we may require you to undergo verification at any time. This may include:

1. Providing government-issued identification (e.g., NIN, International Passport, or BVN-linked verification).
2. Proof of address or business registration documents.
3. Failure to provide requested documentation within three (3) business days may result in immediate account limitation, escrow freezes, or suspension.

   4.4. The following applies for the purpose of account security:   

1. You are solely responsible for maintaining the confidentiality of your login credentials.
2. Liability: You are liable for all activities performed under your account.
3. Notification: You must notify us in writing  immediately at [Support Email] of any unauthorized access or disclosure of your password.
4. The Platform is not liable for any losses resulting from unauthorized use of your account.
5. You are responsible for any activity arising out of your account  for failure to keep your password confidential, and that you may be held liable for any losses arising out of such a failure.
6. Your account shall be used exclusively by you and you shall not transfer your account to any third party. If you authorize any third party to manage your account on your behalf this shall be at your own risk.
7. We may suspend or cancel your account, and/or edit your account details, at any time at our sole discretion and without notice or explanation, provided we suspect fraudulent activity on the account.
8. You may cancel your account at any time provided you are not suspended or have any unsettled/ outstanding liability. 

4.5. Prohibited Accounts. You may not: 

1. create more than one account without permission; 

     ii. create an account on behalf of someone else without their express authorization; 

     Iii.     use a false identity or misrepresent your affiliation.

5. SERVICE MODELS & ORDER PROCESSING

5.1. Fixed-Price Contracts. A Client agrees to pay a pre-determined sum for a defined scope of work.

5.1.1.   Escrow Funding: Funds are deposited into Escrow upon contract acceptance.

5.1.2. Release: Funds are released to the Freelancer upon the Client’s explicit approval of completed work.

5.1.3. Automatic Release: If a Client fails to respond to a "Request for Payment" within fourteen (14) days, the Platform may automatically release funds to the Freelancer.

5.2.    Hourly Contracts. A Client pays based on time logged by the Freelancer using the Platform's scheduling and work contract tools.

5.2.1. Review Period: Clients have a 48-hour window to dispute logged hours after a weekly invoice is generated.

5.2.2. Auto-Pay: If no dispute is raised within this period, the Platform will automatically process the payment from the stored payment method.

5.3.    Milestone Payments. For phased projects, each Milestone is treated as an individual Fixed-Price contract.

5.3.1. Sequence: Completion of one Milestone and release of funds is required before the subsequent Milestone is activated.

5.3.2. Finality: Once a Milestone is approved and paid, it cannot be reopened for dispute.

5.4. Order Process.

5.4.1. Posting/Proposal: Clients post Projects; Freelancers submit Proposals.

5.4.2. Negotiation & Award: Parties negotiate terms privately via the Platform's messaging system. The Client awards the Project to a Freelancer.

5.4.3. Funding: For Fixed-Price/Milestone contracts, the Client must fund the Escrow Account to activate the Service Contract.

5.4.4. Work & Communication: Work is performed off-platform. Parties use the Platform for key communication and file delivery.

5.4.5. Completion & Payment: Freelancer submits work; Client reviews and approves, triggering Escrow release. For Hourly Contracts, the auto-pay system governs release after the non-dispute period.

6. FEES, PAYMENTS & FINANCIAL TERMS

6.1. Platform Fees

6.1.1. Freelancer Service Fee: A percentage of all payments received by a Freelancer through the Platform. This fee is deducted before disbursement.

6.1.2. Client Payment Processing Fee: A fee applied to payments made by Clients for using the Platform's payment processing services (including Escrow).

6.2. Payment Processing & Data Security. All monetary transactions are processed by our licensed third-party Payment Processor. By using the Platform, you agree to the Payment Processor’s terms. To facilitate future transactions, you may choose to store your card details; these are handled securely via tokenization by our Payment Processor. We do not store full raw card numbers or CVV codes on our own local servers.

6.3. Taxes. Users are solely responsible for determining, collecting, reporting, and remitting all applicable taxes (VAT, Personal Income Tax, Withholding Tax, etc.) arising from their use of the Platform. We may be required to collect and remit certain indirect taxes where legally mandated.

6.4. Non-Circumvention & Fees

6.4.1. Exclusivity Period. For a period of twenty-four (24) months from the initial contact between a Client and a Freelancer on the Platform, all projects, engagements, and payments between such parties must be conducted exclusively through the Platform.

6.4.2. Prohibition. Users shall not circumvent, or attempt to circumvent, the Platform’s fee structure by soliciting, proposing, or accepting payments outside of the Platform for work originating from a contact made through the Platform. This includes, but is not limited to, sharing direct contact information (email, phone, social media) before a contract is started or moving an active project to an external payment method. 

6.4.2.1Users who violate these terms will be subject to penalties, including fund deductions from subsequent jobs or account suspension. These actions will be taken following notification of the breach to the User. 

6.5. Refunds & Disputes.     

6.5.1.General Refund Policy. Refunds are governed by the specific Service Contract between the Client and Freelancer and the Platform’s Escrow Instructions. Once funds are released from Escrow to the Freelancer, they are generally non-refundable unless otherwise agreed upon in writing by both parties.

6.5.2. Dispute Resolution Window. Users must raise any disputes regarding work quality or payment within seven (7) days of a milestone delivery or payment request. Failure to raise a dispute within this window constitutes final acceptance of the work and authorization to release funds.

6.5.3. Mandatory Arbitration. Disputes must be raised through the Platform’s formal dispute resolution process before seeking external remedies. The Platform serves as the final arbitrator for Escrowed funds and its decision regarding the distribution of such funds is final and binding.

6.5.4. Chargeback Policy. A "Chargeback" is a material breach of these Terms. Users agree not to initiate a chargeback with their financial institution without first exhausting the Platform’s dispute process. If a chargeback is initiated, the Platform reserves the right to:

a. Suspend the User’s account immediately.

b. Recover the chargeback amount, plus an administrative fee, from any future funds or stored payment methods.

7. CASH PAYMENT SERVICE

7.1. Availability. The Cash Payment option is available in select states and territories within Nigeria, as listed in Annex I. We reserve the right to modify this list.

7.2. Process and Timeline.

7.2.1  Selection: A Client selects "Pay by Cash" at checkout.

7.2.2 Reference Generation: The Platform generates a unique payment reference and specifies the exact amount in Naira.

7.2.3     24-Hour Deposit Deadline: The Client must make the cash deposit at a designated branch or partner location within 24 hours of the contract start date. Failure to deposit within this window may result in the automatic cancellation of the Service Contract.

7.2.4      Freelancer Acknowledgment: The Freelancer is required to manually indicate on the Platform that the payment has been received once notified.

7.2.5     Activation: Upon confirmation, the Service Contract is activated for Fixed-Price orders or the order is confirmed.

7.3 Platform Fees and Balance Deductions

7.3.1 Fee Source. Notwithstanding Section 6.1, for Cash Payment transactions, all applicable Platform Fees and Client Payment Processing Fees will be automatically deducted from the Freelancer’s available balance on the Platform.

7.3.2 Negative Balance. If the Freelancer’s available balance is insufficient to cover the fees, the amount will be recorded as a debit against the Freelancer's account to be settled from future earnings.

7.4 User Responsibilities

7.4.1 Accuracy. The Client is responsible for ensuring the correct reference number and amount are provided at the point of deposit.

7.4.2 Proof of Payment. The Client must obtain and retain a validated deposit slip as the primary proof of payment.

7.4.3 Liability. The Platform is not liable for delays, errors, or losses occurring at the cash collection agent.

7.5 Disbursement to Freelancers

7.5.1 Electronic Only. Freelancers will receive payments for Cash Payment orders via direct bank transfer or other electronic means to their registered Nigerian bank account.

7.5.2 No Physical Disbursement. No physical cash is disbursed to Freelancers by the Platform.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Platform IP. All rights, title, and interest in the Platform, its software, design, logos, and content (excluding User Content) are and shall remain our exclusive property or that of our licensors.

8.2. Freelancer Work Product. Ownership of Work Product shall be expressly defined in the Service Contract. It is strongly recommended that Contracts include an intellectual property assignment clause. In the absence of such a clause, the Freelancer retains ownership but grants the Client an irrevocable, perpetual, worldwide license to use the Work Product for the purpose for which it was created.

8.3. User Content License. By posting any content (profile info, proposals, messages, etc.) on the Platform, you grant us a worldwide, non-exclusive, royalty-free, sub-licensable license to use, display, reproduce, and modify such content solely for the purpose of operating, promoting, and improving the Platform in NDP Act, 2023.

8.4 End user shall not upload, post or otherwise make available on this website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

8.5 Freelancer or any user  shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.

8.6 The third party registered and unregistered trademarks or service marks on our platform are the property of their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights. 

8.7 Any user of this platform believes its copyright, trademark or other property rights have been infringed by content on the website, end user or other user should send a notification to this effect to  

9. USER CONTENT, CONDUCT & REVIEWS

9.1. Prohibited Content and Conduct. The User shall not, directly or indirectly-

(a) Information Integrity

(i) Post, upload, or distribute any information that is false, misleading, or fraudulent in nature;

(ii) Undermine the integrity of the Platform’s feedback or rating system through coercion, manipulation, or the creation of fraudulent reviews;

(b) Legal and Regulatory Compliance

(i) Use the Platform for any unlawful purpose or to facilitate the provision of services that are illegal under the laws of the Federal Republic of Nigeria;

(ii) Infringe upon the intellectual property rights, proprietary rights, or privacy rights of any third party;

(c) User Interactions and Safety

(i) Engage in conduct that serves to harass, defame, or discriminate against other Users;

ii) Attempt to gain unauthorized access to the Platform, its underlying systems, or the accounts of other Users.

9.2. Feedback & Reviews. After a Service Contract closes, both parties may leave public feedback and a rating. Reviews must be truthful and relate solely to the service provided. We may remove reviews that violate this policy.

10. LIMITATION OF LIABILITY & DISCLAIMERS

10.1. DISCLAIMER OF WARRANTIES. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION.

10.2. CAP ON LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THIS AGREEMENT EXCEED THE TOTAL PLATFORM FEES YOU HAVE PAID OR PAYABLE TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED THOUSAND NAIRA (NGN 100,000), WHICHEVER IS LESS.

10.3. EXCLUSION OF CONSEQUENTIAL DAMAGES. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION) ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNIFICATION

11.1The User shall indemnify, defend, and hold harmless EPO CONNECT LIMITED, its affiliates, directors, officers, and employees (collectively, the "Indemnified Parties") from and against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or relating to:

(i) Breach of Agreement: Any breach or alleged breach by the User of any representation, warranty, or obligation contained within this Agreement;

(ii) Use of Platform: The User's access to or use of the Platform;

(iii) User Content: Any User Content posted, uploaded, or otherwise transmitted by the User;

(iv) Service Contracts: Any disputes or liabilities arising from a Service Contract entered into by the User; and

(v) Legal Violations: The User’s violation of any applicable law, statute, or regulation, or the infringement of any third-party intellectual property or privacy rights.

12. PRIVACY & DATA PROTECTION

12.1. We process personal data in accordance with our Privacy Policy and in compliance with the NDPA.

12.2. You warrant that you have a lawful basis (e.g., consent) for sharing any third-party personal data with us.

12.3. In the event of a data breach affecting your personal data, we will comply with our obligations under the NDPA, including notification to the Nigeria Data Protection Commission (NDPC) where required.

13. DISPUTE RESOLUTION BETWEEN USERS

3.1 Mandatory Escalation Process. The parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement through the following mandatory escalation process:

(a) Step 1: Direct Negotiation. The parties must first attempt to resolve the dispute amicably through direct communication via the Platform’s internal messaging system.

(b) Step 2: Platform Mediation. If the dispute is not resolved through direct negotiation within a reasonable timeframe, either party may escalate the matter to the Platform’s mediation team. The mediation team will:

(i) review all evidence submitted by the parties; and

(ii) propose a non-binding resolution for the parties' consideration.

 (c) Step 3: Arbitration. If mediation fails to produce a settlement, the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act of Nigeria.

(i) The seat, or legal place, of arbitration shall be Abuja, Nigeria.

(ii) The language to be used in the arbitral proceedings shall be English.

  13.2 Release of Escrow. During the pendency of any dispute, all funds held in Escrow related to the disputed contract shall remain frozen. Such funds shall only be released upon:

             (a) the written mutual agreement of both parties; or (b) the issuance of a final and binding arbitral award as described in Section 13.1(c).

14. GOVERNING LAW & JURISDICTION

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Subject to the arbitration clause above, any legal suit, action, or proceeding arising out of or relating to this Agreement that is not subject to arbitration shall be instituted in the courts located in The Federal Capital Territory, and you irrevocably submit to the exclusive jurisdiction of such courts.

15. TERM, SUSPENSION & TERMINATION

15.1. Term. This Agreement commences upon your account registration and continues until terminated.

15.2. Termination by You.  You may close your account at any time via your account settings.

15.3. Suspension/Termination by Us. We may suspend or terminate your account immediately if we suspect: (i) a material breach of this Agreement; (ii) fraudulent, illegal, or harmful activity; (iii) provision of false information; or (iv) actions that threaten the integrity of the Platform.

15.4. Effect of Termination: Upon termination. (i) your right to use the Platform ceases; (ii) we may close open Service Contracts and initiate dispute resolution; (iii) you remain liable for all outstanding fees and obligations incurred prior to termination. Clauses on IP, Liability, Indemnity, Confidentiality, and Dispute Resolution shall survive.

16. MISCELLANEOUS PROVISIONS

16.1. Force Majeure. We are not liable for failure to perform due to causes beyond our reasonable control (e.g., war, strikes, internet failures, government acts).

16.2. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or successor.

16.3. Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force.

16.4. Entire Agreement. This Agreement, with incorporated policies, constitutes the entire agreement between you and us regarding the Platform, superseding all prior communications.

16.5. Contact. Notices shall be sent via email to your registered address or posted on the Platform. For legal notices, please contact: [Your Legal Department's Email & Physical Address].

ANNEX I – SUPPORTED STATES & TERRITORIES FOR CASH PAYMENT

As of the Last Updated date, the Cash Payment service is available through authorized agents in the following States of Nigeria:

1.  Abuja (FCT)

This list is subject to change. The availability of specific agents within a state will be displayed to the User during the checkout process.

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE & USER AGREEMENT.