It is important that you read the Terms and Conditions set out below as you will be bound by them whenever you use the App.

These Terms and Conditions replace any other Terms and Conditions for the App previously published.

If you do not accept these Terms and Conditions, or you cease to be a Registered User for Orban Springs, you are not entitled to use the App and must immediately stop using it and uninstall it.

If there's anything in this document that you'd like to clarify or know more about, or have any questions, complaints or claims about the App, simply contact us in any one of these ways:

· Call us: 07081790086

· Write to us at: info@orbansprings.com

Please also read:

· Our Privacy Statement, which sets out how we collect, use and disclose personal or sensitive information about you,

· and the Disclaimer regarding information provided on Orban Springs website and the App.

In these Terms and Conditions:

· Action means any instruction or direction made using the App including the submission of a form via the App.

· API means the application programming interface or other computer systems maintained by Orban Springs Management or its suppliers, with which the App communicates.

· the App means the Orban Springs mobile application as published by Orban Springs Management from time to time.

· Biometric Data means any biometric data registered on your mobile device for authentication purposes, whether that data relates to a Registered User or any other person.

· Orban Springs means the online service provided by Orban Springs which can be located at https://orbansprings.com

· Password means the code that is used together with your Username to enable you access to Orban Springs and the App.

· PIN means a secret numerical code set up by a user of the App to allow convenient access to the App without having to provide the Username and Password.

· Registered User means a person who is registered by us to use Orban Springs;

· Trust Deed means the trust deed for Orban Springs as in force from time to time, and includes any regulations made by the Trustee pursuant to the Trust Deed.

· Trustee means EON INTERMEDIARIES Limited, RC 1800521 as Trustee of Orban Springs.

· Orban Springs means Orban Springs online or offline services

· Username means the identification name which, in combination with your Password, enables you to access Orban Springs and the App.

· We, our or us are references to Orban Springs Management.

· You or your are references to Registered Users.

The Orban Springs App

1. The App is owned and operated by Orban Springs Management on behalf of the Trustee of EON INTERMEDIARIES.

2. You acknowledge that all rights (including copyright), title and interest, including all intellectual property rights, in the App and its component parts are the sole and exclusive property of Orban Springs Management. You must not engage in any conduct or use of the App in any manner that infringes the intellectual property rights of Orban Springs Management or Orban Springs or which is contrary to these Terms and Conditions. You have a non-exclusive, non-transferrable right to use the App, subject to these Terms & Conditions.

3. You agree not to, and not to attempt to:

(i) reproduce, adapt, distribute, modify, or reverse engineer the App, or any of its component parts; or

(ii)  circumvent any security or encryption measures in the App, or use the App on a mobile device whose security restrictions have been circumvented (e.g. “jailbreaking”); or

(iii)  intercept or reverse engineer any data communicated between the App and the API, or communicate with the API in any way other than by using the App.

4. You agree to promptly notify Orban Springs Management if you identify any potential security vulnerabilities in the App.

5. The Trust Deed and superannuation legislation govern the operation and management of Orban Springs and where there is a conflict between the contents or the information on the App and the Trust Deed, the Trust Deed will prevail.

Access and Use

6. To use the App, you must have registered for access to Orban Springs and have accepted the terms and conditions for Orban Springs to become a Registered User. The same Username and Password are used for both Orban Springs and the App, and the provisions of the terms and conditions for Orban Springs which relate being a Registered User, Usernames and Passwords also apply in relation to the App.

7. We reserve the right to deny or restrict a Registered User's access to the App or to certain functionality within the App. The functions of the App are subject to change and these Terms and Conditions may refer to functionality which has not yet been implemented.

 Payment Terms

8. Anytime you click “pay” on the Services, you are authorizing us to transfer funds out of your account or to debit them from your payment card (as applicable), and deposit them into the Merchant’s account. If you complete a purchase with recurring payments, you authorize Orban Springs to charge the card you used for the initial purchase for each reoccurrence.

9. Whenever you make a purchase, you consent to the creation and use of a unique token in connection with that purchase. This allows us to affect a charge on your credit or debit card, and you agree that we may affect a charge using this token for future transactions when you use the same credit or debit card.

10. When entering your payment information into your Orban Springs Account, you agree that the Merchant may charge you in accordance with your agreement with such Merchant for each transaction using the entered payment information. When you complete a transaction using your Orban Springs Account, you agree that Orban Springs may use the Information entered in your Orban Springs Account to initiate the payment process with the Merchant for your transaction and to fulfill the order.

11. By submitting your payment request, you represent and warrant that you are authorized to use the payment method and authorize Orban Springs to:

(i) debit, withdraw or charge your payment method and 

(ii) to initiate any credit, debit or charge to your payment method in order to process any returns, chargebacks, reversals, refunds, corrections or other necessary adjustments. All payment requests are subject to authorization by your card issuer, financial institution or payment network.

12. A payment request does not necessarily assure that we will accept your request. We reserve the right to refuse, suspend, or cancel any request in our sole discretion.

13. In order for Orban Springs to verify your authority to use a card, you may be required to provide a mobile phone number and enter the One Time Passcode (“OTP”) that we send to that mobile phone number. By providing your phone number, you consent to receive a text and OTP from us as provided above. We may require additional information to complete your order.

14. Once we receive a properly completed payment request from you and authorized by your card issuer, payment network or other financial institution, authorization of your form of payment is received and we have accepted your order, we will promptly place your order in line for fulfilment.

15.  If you make a purchase in a currency other than Nigerian naira, you acknowledge and agree to be charged and, if applicable, refunded according to the then-current exchange rate set by your card issuer.

16. Additional terms and conditions may apply to your payment request and to specific portions or features of the Services including rules related to your use of your payment method such as Visa, MasterCard, POS terminal and Discover payment networks and bank transfers. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. These Terms do not alter the Terms you’ve agreed to with a Merchant, except with respect to the direct relationship between you and Orban Springs.

  Security

17.You acknowledge and agree that you are responsible for ensuring that your PIN, Username and Password are kept confidential and not disclosed to any other person.

18.Your PIN or Username and Password will enable anyone who correctly uses them to access your Orban Springs account information and carry out any Action for which designated user rights have been provided to you. Also, if you elect to use biometric authentication for the App and have Biometric Data for any other person registered on your mobile device, then those other persons will be able to access your Orban Springs account information and carry out any Action for which designated user rights have been provided to you. Any Actions by a person who has accessed the App using your allocated PIN, Username and Password or using Biometric Data will be deemed to be made by you or with your authority.

19.If you believe that your PIN, Username or Password may have been compromised, lost or misplaced you must notify us immediately. You agree to provide us with all assistance we require in investigating any unauthorised use.

20.You further acknowledge and accept that we reserve the right to reissue a replacement Username and/or Password and take such other action that we consider reasonably necessary in order to protect the security of your account.

21.Your access to the App may be varied, suspended or cancelled at any time without notice or for reasons beyond Orban Springs Management’s control. Where a new version of the App has been released, we may also block the use of superseded versions of the App and require that you upgrade to the latest version of the App in order to continue using it. You agree that Orban Springs Management or the Trustee will not be liable for any interruption, variation, suspension, blocking or cancellation of the App.

22.You can apply to cancel your registration for Orban Springs and the App in writing at any time by email to info@orbansprings.com. Cancellation will take effect when we revoke your status as a Registered User. We will confirm the revocation via your member communication preference specified on Orban Springs on the date of revocation.

23.If you are redirected to a page on the Orban Springs website when using the App, you will also be subject to the Terms and Conditions of use of the Orban Springs website.

24.If you wish to use certain tools available on the App, you may be required to accept additional acknowledgements or Terms and Conditions prior to such use.

25.You must not use the App in a manner that breaches, or is likely to breach any law or relevant code of conduct or that infringes any person's rights, including any conduct that would require Orban Springs Management or EON INTERMEDIARIES LTD or any of its directors, officers, employees and associates to remedy any loss or damage occasioned by such activity.

Information provided on the App

26.You acknowledge that you have read and understood the Disclaimer regarding information provided on Orban Springs and the App and agree to its terms.

27.Your information provided on the App has been compiled in good faith by Orban Springs Management but no guarantee is given regarding its reliability, timeliness, completeness or accuracy, including information provided by third parties. The information may be subject to change without notice.

28.The performance of the investments referred to on the App is not guaranteed by Orban Springs Management, the Trustee or the relevant fund managers. The investments are subject to investment risk, delays in repayment, loss of income and loss of capital invested. Past performance is not an indicator of future performance.

Liability

29.You enter into these Terms and Conditions at your own risk and solely in reliance upon your own judgment and not upon any information or representation made by Orban Springs Management, the Trustee or their directors, officers, employees and associates.

30.You acknowledge and accept that Orban Springs Management, the Trustee and their directors, officers, employees and associates will not be liable for any loss or damage arising from or any costs, charges and expenses incurred directly or indirectly in connection with your use of the App including:

(i) us acting in accordance with any Actions that appear to have been given by you, including any unauthorised or fraudulent Actions that occurred prior to you notifying us that your PIN, Username or Password may have been compromised, lost or misplaced unless we are aware of a fault in the operation of the App, or of an action by one or more of our employees that has caused an Action to incorrectly appear to have been given by you,

(ii) any request made by you that we stop an Action from being processed,

(iii) any failure to perform any function which we have indicated that it will perform (including any failure as a result of a disruption to any telecommunication service, power supply or internet connection) where outside of our reasonable control,

(iv) any processing delays occurring as a result of any errors or omissions in an Action,

(v) any technical or service difficulties, including those caused to any computer equipment, software or data and those arising from data corruption, breaches of data security, defects in transmission or computer viruses and the reliance by you or any person acting on your behalf on the reliability, timeliness, completeness or accuracy of any information provided on the App.

31.To the extent permitted by law, our liability for breach of warranties implied by law is limited to re-supplying the functionality accessible through the App or the Action requested by you.

32.Neither Orban Springs Management or the Trustee will be liable if you breach these Terms and Conditions or if your use of the App causes loss, damage or injury to you or another person or entity. You agree to indemnify Orban Springs Management and the Trustee and or any related entity from and against all such loss, damage, injury or expenses, (including legal expenses on a full indemnity basis) arising either directly or indirectly from a breach by you of these Terms and Conditions or from your use of the App.

33.Orban Springs Management is not responsible for the content of any website which is owned by a third party that may be linked to the App, whether such a link is provided by it or by a third party. The links are provided as a courtesy only and no warranty is made by Orban Springs Management concerning the suitability, accuracy or timeliness of the content of any site that may be linked to the App. In providing access to other websites, Orban Springs Management is not recommending or endorsing any products or services offered by a third party.

Jurisdiction

34.The App is provided for access and use by Registered Users who are Nigerian residents and located within Nigeria only. Any products and services provided by Orban Springs Management are only available to Nigerian residents.

35.Any products and services provided and disputes arising out of the use of the App will be subject to the laws of the Federal Republic of Nigeria.

Amendment

36.We may at any time unilaterally change, modify, add or remove any portion of these Terms and Conditions in whole or in part by publishing an updated version of the Terms and Conditions online. We may, but are not required to, notify you of such a change or require you to expressly accept the updated Terms and Conditions. Whether or not you have been notified of such a change, your continued usage of the App constitutes your acceptance of the updated Terms and Conditions.

37.If any provision of these Terms and Conditions is unlawful, void or unenforceable for any reason, then if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are severed or in any other case the provision is severed and the rest of these Terms and Conditions will continue to be legal and enforceable.

CONFIDENTIALITY AND COMMITMENTS 

38. For purposes of this Memorandum, “Project Confidential Information” includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): original ideas, assumptions, presentations, business models, marketing plans, distribution channels, financial projections, processes, research, trade secrets, services, customer markets, proposed business and financial structures, discoveries, concepts,, data, documentation, development, processes, procedures, “know-how, seller and buyer identities, seller and buyer accounts, reports, finances, product information and reports, accounts, billing methods, pricing, data, sources of supply, business methods, production plans, business plans, marketing and sales strategies and plans, finances, and operations, and other proprietary information that derive economic value, actual or potential, from not being generally known to other persons who can derive economic value from its disclosure or use.

39. For a period of three (3) years, beginning on the date of any disclosure of the Project Confidential Information under this Memorandum, the Parties shall be obligated to maintain in confidence, and will not use, publish or disclose, Confidentiality, Non-Disclosure and Non-Circumvent Agreement pursuant to this Memorandum, each other's Confidential Information. The Receiving Party shall use the utmost of care to avoid disclosure of the Confidential Information using standards at least as stringent as those as it employs with respect to its own confidential and proprietary information. Receiving Party shall notify its employees, directors, officers, agents, affiliates and representatives (including without limitation financial advisors, attorneys and accountants) to whom the information is disclosed of the obligations under this Memorandum, and provide such information only to those persons with a need to know the same. Receiving Party shall use the Disclosing Party’s Confidential Information only for the purpose of pursuing a business relationship between the Parties. In the event the Parties elect not to pursue a business relationship, Receiving Party shall not make any use of the Disclosing Party’s Confidential Information.

40. Each Party shall use reasonable commercial efforts to prevent the other Party from being exposed to any third party's confidential information that is in their possession.

41. Title to all tangible forms of the either Party’s Confidential Information and any copies thereof shall be and remain with the Disclosing Party. The Receiving Party shall not copy or reproduce in whole or in part, any Confidential Information received from the Disclosing Party without written authorization of the Disclosing Party, except as is necessary to fulfill the purpose of this Memorandum. Upon written request or termination of this Memorandum, all such tangible forms of Confidential Information, shall be promptly returned to the Disclosing Party, or destroyed at the Disclosing Party's option.

42. Subject to the confidentiality restrictions set forth in this Memorandum, nothing in this Memorandum shall preclude either Party from marketing, acquiring, or developing alliances, products or services which are competitive to those of the other Party, except that any such alliances, products or services may not violate any statutory or common law rights of such other Party. There is no requirement for the Disclosing Party to provide any Confidential Information beyond that information which is disclosed in the initial disclosure. The disclosure of Confidential Information or trade secrets hereunder shall not be construed to obligate either of the Parties (i) to enter into any further agreement or negotiation with the other Party, (ii) to refrain from entering into any agreement or negotiation with any third person regarding the same subject matter or any other subject matter, or (iii) to refrain from pursuing its business in whatever manner it elects; provided, however, that in connection with pursuing efforts under subparagraphs (ii) and (iii), there is no violation of any of the provisions of this Memorandum.

Apple-specific provisions

43.Clauses 30 to 38 apply only if you use the App on an Apple device.

44.You and we acknowledge that these Terms & Conditions are between you and us, and not with Apple. We, not Apple, are solely responsible for the App and the content thereof.

45.Your licence to use the App is limited to a non-transferable licence to use the App on any Apple-branded Products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

46.We are solely responsible for providing maintenance and support for the App as specified in these Terms & Conditions or as required under applicable law. We and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

47.We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to confirm to any applicable warranty, you may notify Apple, and apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

48.You and we acknowledge that we, not Apple, are responsible for addressing any claims of you or any third party relating to the App or the your possession and/or use of the App, including, but not limited to:

(i) product liability claims;

(ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks.

49.You and we acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

50.You warrant and represent that

(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

51.You must comply with any applicable third party terms of agreement when using the App, e.g. the terms and conditions and acceptable use policy of your internet provider.

52.You and we acknowledge that Apple and its subsidiaries are third party beneficiaries of these Terms and Conditions and that, upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.