Terms and Conditions

These Terms of Use (the “Terms”) constitute a legal agreement between you, a corporate organisation (the “Corporate User”, “you”, “your”) and the relevant Gopaddi Contracting Entity (as defined below) within the Gopaddi Group (together, “Company”, “we”, “us”, “our”) governing access to and use of the Services.

• if there is a Gopaddi subsidiary or affiliate incorporated or registered in the country where the Supplier is established or primarily operates, that local subsidiary or affiliate will be the Gopaddi Contracting Entity; and

• if there is no such local subsidiary or affiliate, the Company Contracting Entity will be Gopaddi Technologies Corp or another Gopaddi Group entity designated and notified to the Supplier from time to time.

3.1.1. As a Corporate User you are required to provide current and complete information while using the OS.

3.1.2. By registering for or using the Services, you represent and warrant that:

3.1.2.1. you are a duly incorporated/registered legal entity with authority to enter into these Terms;

3.1.2.2. the individual accepting these Terms has authority to bind the Corporate Customer; and

3.1.2.3. all information you provide is accurate, complete, and will remain current.

3.2.1. The Corporate User agrees to:

3.2.1.1. maintain the confidentiality of Account credentials and admin access;

3.2.1.2. promptly notify Gopaddi at support@gopaddi.com of any unauthorized use or suspected breach;

3.2.1.3. accept that you may be held liable for any losses arising out of your failure to keep your password confidential or arising from mismanagement of your Account;

3.2.1.4. ensure Authorized Users comply with these Terms; and

3.2.1.5. remain responsible and liable for all activity conducted under the Account, including bookings, cancellations, approvals, and payment instructions.

3.3.1. Gopaddi may suspend, limit, or terminate access (in whole or in part) in its discretion if the Corporate Users or Authorized Users:

3.3.1.1. violate these Terms;

3.3.1.2. engage in or are reasonably suspected of engaging in fraud, abuse, or unlawful activity;

3.3.1.3. jeopardize the security, integrity, or reputation of the OS; or

3.3.1.4. cease operating as a going concern or become insolvent (including bankruptcy/winding-up).

4.1.1. The Corporate User may provision Authorized Users and manage permissions through admin tools, including role-based access, approvals, and spend controls.

4.2.1. Corporate Customer is responsible for:

4.2.1.1. designating administrators;

4.2.1.2. setting permissions and approval rules; and

4.2.1.3. ensuring administrators act within their authority and comply with these Terms.

4.3.1. Where enabled by Gopaddi and configured in the Account, the Corporate User may allow its Affiliates to use the OS under the Corporate User’s Account or linked accounts. The Corporate Customer remains responsible for all Affiliate and Affiliate-user activity unless otherwise agreed in writing.

4.4.1. Gopaddi may provide tools that allow Corporate Users to configure Corporate Policies (e.g., travel class limits, preferred suppliers, approval chains). Gopaddi does not guarantee enforcement in every instance, and the Corporate User remains responsible for internal compliance, approvals, and expense governance.

5.1.1. Corporate Users agree to:

5.1.1.1. activate their Accounts by submitting a business registration document, verifying your email address and/or phone numbers and completing other onboarding terms specified by Gopaddi. Full account access will be granted upon successful verification. Failure to complete this process may result in restricted access to our Company Services.

5.1.1.2. undergo identity and compliance checks before onboarding unto the OS. Gopaddi may refuse, suspend, or revoke access if the Corporate User fails to pass such checks.

5.1.1.3. comply with all published Onboarding Policy and any other rules communicated by Gopaddi from time to time.

5.2.1.1. Corporate Users must promptly report any policy violations, suspicious activity or ethical breaches to Gopaddi. Prompt reporting is crucial for maintaining a fair marketplace for all users.

5.2.1.2. Corporate Users agree to receive essential service communications (e.g., security notifications, transactional messages). You may manage marketing preferences via your Account (including opting out of marketing communications where permitted by law).

5.3.1. Corporate Users consent to Gopaddi collecting, using, and disclosing personal information in accordance with Gopaddi’s Privacy Statement and Cookies Policy, and in compliance with applicable privacy and data protection laws.

6.1.1. Gopaddi provides the Company Services as a SaaS operating system provider and may:

6.1.1.1. facilitate discovery, booking, ordering, and management of Supplier Services;

6.1.1.2. provide dashboards, workflow, approvals, reporting, and collaboration tools; and

6.1.1.3. support payment processing via third-party payment processors.

6.2.1. own, operate, or manage Supplier businesses;

6.2.2. provide travel, hotel, food, laundry, events, or transportation services itself;

6.2.3. supervise or control Supplier personnel; or

6.2.4. guarantee availability, pricing, service quality, delivery, or outcomes of Supplier Services.

6.3.1. The Corporate User acknowledges that Supplier Services are provided by Suppliers and may be subject to Supplier terms, rules, and policies (including cancellation and refund rules). Unless expressly stated otherwise in writing, Company is not a party to the underlying Supplier contract, except to the limited extent Gopaddi acts as a payment collection facilitator.

7.1.1. Regulatory compliance

7.1.1.1. Ensuring it (and its Authorized Users) comply with applicable laws, including corporate governance, travel compliance, sanctions and export controls, anti-bribery, procurement, tax, employment-related travel rules, and recordkeeping obligations.

7.1.2. Accurate booking information

7.1.2.1. Ensuring that bookings, traveler data, and travel documents entered into the OS are complete, accurate, and lawful to use.

7.1.3. Travel approvals and internal controls

7.1.3.1. Maintaining appropriate internal controls for approvals, spend limits, expense reimbursements, and issuance of travel instructions.

7.1.4. User conduct and security

7.1.4.1. Ensuring Authorized Users do not misuse the OS, disclose credentials, or engage in prohibited conduct.

7.1.5. No circumvention

7.1.5.1. Not intentionally diverting transactions off-platform for the purpose of avoiding OS fees where applicable to the Corporate User’s plan.

8.1.1. Excluding Corporate User data incorporated into any Company Content, Gopaddi retains all rights, title, and interest in and to all content it provides (including text, designs, templates, AI-generated content, images, videos, and software) (“Company Content”), including all associated intellectual property rights.

8.1.2. Gopaddi grants to the Corporate User a non-exclusive, non-transferable, revocable, royalty-free license to use, display, and share Company Content solely for the Permitted Use and solely in connection with your lawful use of the OS.

8.1.3. Any distribution by Corporate User of the Company Content on third party platforms, such as websites or social media sites is your responsibility and must comply with such platform’s terms and all applicable laws.

8.2.1. Gopaddi retains ownership of all AI-generated content, created via the OS including but not limited to itineraries, recommendations, photos, and videos. Corporate User is granted a limited, non-exclusive, non-transferable license to use the AI-generated content solely for business use and authorized purposes only through the OS. Any unauthorized use, reproduction, or distribution of AI-generated content is strictly prohibited and may result in legal action.

8.2.2. Corporate User represents and warrants that all content it uploads does not infringe the intellectual property or other rights of any third party.

8.3.1. Corporate User acknowledges that Gopaddi retains ownership of all rights on the OS, including trademarks, technology, content, logos, and software etc.), and by using the OS you agree to do so for its Permitted Use to access content solely for business, commercial, and authorized purposes; unless explicitly authorized otherwise.

8.3.2. Corporate Users are not allowed to monitor, copy, scrape/crawl, download, reproduce, or otherwise use anything on our OS for any commercial purpose without written permission of Gopaddi or its licensors.

8.3.3. Corporate Users acknowledges that it has no ownership or proprietary interest in the Company Services or OS (including derivatives, customizations, modifications, or improvements).

8.3.4. Any feedback, suggestions, or enhancement requests provided by the Corporate User may be used by Gopaddi without restriction or compensation.

9.1.1. use or access the Company Services in the manner which is not authorized by the Terms and any other documents Gopaddi may make available;

9.1.2. impair, disable, overburden or damage the Company Services or interfere with any other party’s use and enjoyment of the Company Services;

9.1.3. attempt to gain unauthorized access to the Company Services (or computer systems or networks connected to the Company Services) through hacking, password mining, or any other means;

9.1.4. engage in any activities with respect to the Company Services that violate applicable law, the intellectual property or other rights of third parties, or submit or transmit any material that is discriminatory, abusive, illegal, threatening, defamatory, obscene, or otherwise inappropriate, as reasonably determined by Gopaddi;

9.1.5. sell, resell, transfer, rent, lease, license, sublicense, assign, distribute, disclose, or otherwise commercially exploit the Company Services;

9.1.6. modify, copy, create derivative works of, or frame/mirror the Company Services on any other server or device;

9.1.7. access the Company Services for competitive purposes or use the Company Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;

9.1.8. reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Company Services;

9.1.9. remove, obscure or modify a copyright or other proprietary rights notice in the Service; or

9.1.10. assist or permit any other party to do any of the foregoing.

10.1.1. Gopaddi offers subscription plans tailored to Corporate Users’ needs and

service levels.

10.2.1. Subscription fees depend on the selected plan and may be billed monthly or annually.

10.2.2. All payments are securely processed via third-party payment providers.

10.2.3. Subscriptions automatically renew at the end of each billing cycle unless cancelled prior to renewal. Corporate User authorizes recurring charges to their selected payment method unless terminated in accordance with these Terms.

10.3.1. Upon successful payment, the Corporate User will receive a confirmation notification at the designated email address.

10.4.1. To facilitate business transactions between Suppliers and Corporate Users, all payments processed via the OS are handled exclusively by approved third-party payment processors.

10.4.2. Gopaddi does not store any sensitive card or payment information beyond what is strictly necessary for transaction processing, and only in a tokenized or otherwise secure format.

10.4.3. Corporate User agrees that Gopaddi shall not be liable for any loss, damage, delay, or failure of payment arising from:

10.4.3.1. insufficient authorization or failed authentication.

10.4.3.2. payment processor outages, errors, or disputes.

10.4.3.3. denial, decline, or interruption of any transaction for any reason.

10.5.1. Commission Authorization

10.5.1.1. Subject to the specific Company Services subscribed to by the Corporate User, Gopaddi shall be entitled to charge and deduct a non-refundable commission ranging from one percent (1%) to five percent (5%) of the gross transaction value for each successfully completed transaction processed through the Platform. The applicable commission percentage shall depend on the service tier, product vertical, or package selected by the Corporate User.

10.5.1.2. No commission shall be payable in respect of transactions conducted with a Supplier that was independently referred to the OS by the Corporate User and approved by Gopaddi, unless otherwise agreed in writing.

10.5.1.3. No commission shall be payable in respect of transactions conducted by a Corporate User that was independently referred to the OS by a Supplier and approved by Gopaddi, unless otherwise agreed in writing.

10.5.1.4. Gopaddi shall have the right to determine and verify the source of any referral, booking, transaction, or business relationship using its records, system logs, onboarding records, referral records, attribution tools, and other reasonable evidence.

10.5.2. Non-Refundable Commission Fees

10.5.2.1. Commission are earned upon successful processing of a transaction on the OS and shall not be refundable, including but not limited to circumstances involving disputes between the Corporate User and any Supplier, cancellation of bookings, chargebacks, service deficiencies, or non-performance by a Supplier.

10.5.3. Fee Modifications

10.5.3.1. Gopaddi reserves the right to modify the applicable subscription tier fee and commission structure upon providing at least thirty (30) days’ prior

written notice to the Corporate User.

10.5.3.2. Continued use of the OS after the effective date of such modification shall constitute acceptance of the revised fees and charges.

10.5.4. Taxes

10.5.4.1. All fees are exclusive of value added tax (VAT), goods and services tax (GST), sales tax, withholding tax, or any other applicable taxes, duties, or levies imposed by any jurisdiction.

10.5.5. Automatic Deduction and Set-Off

10.5.5.1. OS Fees shall be automatically deducted from settlement amounts, wallet balances, or any other funds payable to or held on behalf of the Corporate User by Gopaddi. Gopaddi reserves the right to set off any unpaid OS Fees against amounts otherwise due to the Corporate User.

11.4.1. charge the applicable fees or commissions;

11.4.2. suspend or restrict access to the OS;

11.4.3. revoke discounts, credits, beneYits, or promotional offers;

11.4.4. terminate the User's account; and/or

11.4.5. take any other action permitted under these Terms or applicable law.

12.1.1. to hold and maintain in strict confidence all confidential information of Gopaddi and not to disclose it to any third party; and

12.1.2. not to use any confidential information of Gopaddi except as permitted by these Terms or as may be necessary to exercise rights or perform obligations under these Terms. In the event that you disclose or are required to disclose confidential information, you shall provide immediate notice to Gopaddi prior to any disclosure to afford it a reasonable opportunity to protect the confidential information from public disclosure and will reasonably assist it with such protection.

12.1.3. Except as expressly provided in these Terms, if you disclose or use (or threaten to disclose or use) any confidential information of Gopaddi in breach of confidentiality protections hereunder, Gopaddi shall have the right, in addition to any other remedies available to it, to take legal action against you.

13.1.1. must review and comply with third-party terms independently;

13.1.2. agree that Gopaddi is not liable for third-party service performance or disruption;

13.1.3. acknowledge that data shared with third-party services is subject to their privacy policies; and

13.1.4. agree not to hold Gopaddi liable to any action with any third-party.

14.1.1. the content or information that is a part of your social media site profile, which is designated as “public” (hereinafter referred to herein as “Social Media Content”), may be accessed and used by us in connection with our Company Services.

14.1.2. the Social Media Content will be considered content under these Terms and both you and we shall have the same rights and responsibilities as you that we have with respect to your content under these Terms.

14.1.3. in the event that the Social Media Content was misclassified for any reason with a public or similar designation or is otherwise inaccurate, you agree to work with the Social Media site to make any changes or resolve any disputes and acknowledge that Gopaddi will not be liable to provide you with recourse, and the operation of your proYile and account with and on the social media site shall continue to be governed by the terms and conditions and privacy policy of such social media site.

16.2.1. the Company Services will always be secure, error-free, or timely;

16.2.2. the Company Services will function without delays, disruptions, or imperfections; or

16.2.3. any content, user content, or information you obtain on or through the Company Services will be timely or accurate.

17.1.1. your use of the Company Services;

17.1.2. your actual or alleged violation of any applicable law;

17.1.3. your actual or alleged breach of the terms or the privacy policy;

17.1.4. your use of any third party products;

17.1.5. your acts, errors, or omissions;

17.1.6. actual or alleged infringement of any third-party rights, including without limitation, any and all intellectual property rights or privacy rights arising from your use of the services;

17.1.7. any dispute or issue between you and the Supplier or any third party; or

17.1.8. User data and company content that include user data, and any use thereof as contemplated by these terms.

19.1.1. Unless otherwise expressly agreed in a separate written agreement or local addendum, these Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the jurisdiction in which the Gopaddi Contracting Entity is incorporated or has its principal place of business, without regard to conflict-of- law principles.

19.2.1. In the event of any disputes or claims relating in any way to our Service, these terms, any dealings between Gopaddi and the Corporate User you agree:

19.2.1.1. to give us an opportunity to resolve the disputes or claims through our internal resolution mechanism by contacting our customer service centre.

19.2.1.2. If parties are unable to resolve the disputes within 30 days, either party may institute any action before a court of competent jurisdiction in Nigeria.

19.3.1. You may terminate the Terms at any time and for any reason by deleting your account. Gopaddi may terminate or suspend your access to the Company Services without advanced notice, where you as a Corporate User violate these Terms.

20.1.1. Gopaddi reserves the right, in its sole discretion, to modify, update, change, or amend these Terms or the Company Services at any time. Any change or update will become effective from the moment Gopaddi notifies you of such changes, which Gopaddi may do so via the Company Services, email, publication on Gopaddi’s website in-app notifications or any other method Gopaddi deems appropriate. Your continued use after any such modiYication or change is made, constitutes your acceptance of such modification or change.

20.2.1. Gopaddi reserves the right to change the pricing structures for subscription plans. Corporate Users will be notiYied of any changes, and they will have the option to opt out if they do not agree with the updated terms.

20.3.1. Gopaddi reserve the right to suspend or terminate a Corporate User's account without prior notice in the event of a breach of our Terms.

20.4.1. Gopaddi’s failure to exercise or delay in exercising any right or remedy shall not constitute a waiver, and any waiver granted must be in writing and executed by the party against whom enforcement is sought. A waiver of speciYic provisions does not extend to other provisions or subsequent breaches.

20.5.1. In the event that any provision in these Terms is deemed invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the other provisions herein shall not be affected or impaired in any way.

20.5.2. if any provision of these Terms is prohibited or rendered unenforceable under the applicable law, such provision shall be ineffective only to the extent and duration of the prohibition or unenforceability, without invalidating the remaining provisions of these Terms.

20.6.1. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.

20.7.1. All notices must be in writing. Notice will be deemed given and effective on the date transmitted by email.

20.7.2. All notices to you may be communicated by Gopaddi in several ways including, but not limited to, through email (to the email address linked to your account) or through the Company Services themselves. You acknowledge and agree that Gopaddi may send you communications or information related to the Company Services, which may include, but are not limited to, your use or violation of use, updates, and promotional information and materials.

20.8.1. These Terms are entered into by Gopaddi as a provider of Company Services to you and do not create a franchise, joint venture, partnership, employment, agency, or Yiduciary relationship between Gopaddi and you in any way.

20.9.1. You may not transfer or assign the Terms or any of your interests, rights, or obligations under the Terms without the prior written consent of Gopaddi. Gopaddi reserves the right to transfer or assign the Terms or any rights or obligations under the Terms at any time. Subject to the foregoing, the Terms shall bind and inure to the beneYit of the parties, their respective successors, and permitted assigns.

20.10.1. Your obligations under these Terms that by their nature would continue beyond the termination of these Terms, including but not limited to those sections relating to indemniYication, conYidentiality, limitation of liability, intellectual property, warranties, general provisions, use of Company Services, payment, will survive any termination of these Terms. Additionally, all representations, warranties, and covenants herein and in these Terms will survive the execution and delivery of these Terms and will continue in full force until all obligations under these Terms have been satisYied in full and these Terms are terminated as a result.