Platform Terms & Conditions

This Agreement is made between:

• NNARKSUP COMPANY LIMITED, a company incorporated under the laws of the Republic of Ghana with its registered office at Accra, Ghana (hereinafter referred to as "Nnarksup", "the Platform", "We", "Us", or "Our", which expression shall include its successors and assigns)
• THE USER (hereinafter referred to as "You", "Your", "Client", or "User", which expression shall, where the context so admits, include your heirs, executors, administrators, successors, and permitted assigns)

1. Definitions & Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

• "Account" means the user account created by You on the Platform to access Services.
• "Applicable Law" means all laws, statutes, regulations, directives, orders, ordinances, licenses, permits, approvals, and other governmental restrictions, requirements, and prohibitions applicable to this Agreement or the Services, including without limitation:
  • The Banks and Specialized Deposit-Taking Institutions Act, 2016 (Act 930)
  • The Payment Systems and Services Act, 2019 (Act 987)
  • The Data Protection Act, 2012 (Act 843)
  • The Anti-Money Laundering Act, 2020 (Act 1044)
  • Any regulations issued by the Bank of Ghana
  • Any applicable international anti-money laundering and counter-terrorist financing regulations
• "Authorization" means the instruction issued by You (or automatically by the Platform based on pre-defined criteria agreed by You) to the Partner Bank to release Funds from the Controlled Hold to a Provider upon verification of Milestone completion.
• "Controlled Hold" means the temporary restriction placed by the Partner Bank on Funds within Your bank account, preventing withdrawal or transfer except through the Disbursement Authorization Framework.
• "Disbursement" means the release of Funds by the Partner Bank to a Provider following Authorization.
• "Documentation" means all documents, photographs, videos, invoices, receipts, certificates, reports, and other evidence submitted by Providers or generated by Verification Officers to demonstrate Milestone completion.
• "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to:
  • Acts of God, floods, earthquakes, epidemics, pandemics
  • War, terrorism, civil unrest, riots
  • Government actions, regulatory changes, sanctions
  • Strikes, labor disputes
  • Telecommunications or internet failures not caused by the affected Party
  • Banking system failures or suspensions
• "Funds" means the monetary amounts allocated by You in Your Partner Bank account for Project execution, which remain Your legal property at all times until Disbursement to Providers.
• "KYC" means Know Your Customer verification procedures required under Applicable Law.
• "Milestone" means a distinct, measurable, and verifiable phase or deliverable within a Project, against which payment to a Provider is conditional.
• "Partner Bank" means a licensed banking institution in Ghana or another jurisdiction with which Nnarksup has a Disbursement Control Agreement in place to facilitate the Controlled Hold and release mechanism.
• "Platform" means the Nnarksup digital infrastructure accessible via the website at www.nnarksup.com, through which Services are provided. There is no mobile application and no public API; the Platform is used through a browser, including a phone browser.
• "Project" means the construction, business setup, service provision, or other undertaking defined by You and structured into Milestones for execution by Providers.
• "Services" means the project governance, structuring, verification, coordination, and disbursement authorization services provided by Nnarksup as described in Article 3.
• "Verification" means the process of confirming Milestone completion through AI-assisted analysis, field officer inspection, Documentation review, or other methods specified in the Project Agreement.
• "Verification Officer" means an individual engaged by Nnarksup to conduct physical inspections, quality assessments, and Documentation gathering for Projects.
• "Provider" means a contractor, service provider, supplier, or other party engaged to execute work under a Project, who has entered into a Provider Agreement with Nnarksup.

1.2 Interpretation

1.2.1 Unless the context otherwise requires:

• References to "Articles", "Clauses", and "Schedules" are references to Articles, Clauses, and Schedules of this Agreement.
• Headings are for convenience only and do not affect interpretation.
• Words importing the singular include the plural and vice versa.
• Words importing any gender include all genders.
• References to "persons" include individuals, corporations, partnerships, trusts, and unincorporated associations.
• References to "writing" include emails, electronic communications, and digitally signed documents.

1.2.2 Where a word or phrase is defined, its other grammatical forms have corresponding meanings.

1.2.3 The term "including" means "including without limitation."

2. Acceptance & Account Creation

2.1 Binding Agreement

2.1.1 By creating an Account, accessing the Platform, or using any Service, You expressly agree to be bound by this Agreement in its entirety.

2.1.2 If You do not agree with any provision of this Agreement, You must immediately cease using the Platform and Services.

2.1.3 Your continued use of the Platform following any amendment to this Agreement constitutes acceptance of such amendments.

2.2 Eligibility

2.2.1 You represent and warrant that You:

• Are at least 18 years of age (or the age of majority in Your jurisdiction)
• Have the legal capacity to enter into binding contracts
• Are not prohibited by Applicable Law from using the Services
• Will comply with all Applicable Laws in Your use of the Services

2.2.2 If You are acting on behalf of a legal entity:

• You represent that You have authority to bind such entity to this Agreement
• References to "You" shall include such entity

2.3 Account Registration

2.3.1 To access Services, You must create an Account by providing:

• Full legal name
• Valid email address
• Phone number
• Government-issued identification (passport, national ID, driver's license)
• Proof of address
• Bank account details with Partner Bank
• Such other information as Nnarksup may reasonably require

2.3.2 You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update Your Account information
• Maintain the confidentiality of Your Account credentials
• Notify Nnarksup immediately of any unauthorized use of Your Account

2.3.3 You are solely responsible for all activities occurring under Your Account, whether authorized by You or not.

2.4 Verification & KYC

2.4.1 Nnarksup reserves the right to verify Your identity through:

• Document verification (ID, passport, utility bills)
• Third-party verification services
• Bank account verification
• Such other methods as required by Applicable Law or Nnarksup's internal policies

2.4.2 You authorize Nnarksup to:

• Conduct background checks
• Verify information with third parties, including banks, credit bureaus, and government agencies
• Request additional Documentation at any time
• Suspend or terminate Your Account if verification is unsuccessful or if You fail to provide requested information

2.4.3 Nnarksup may refuse Service or terminate Your Account if:

• You fail to complete KYC verification
• Information provided is inaccurate, incomplete, or misleading
• Nnarksup suspects fraud, money laundering, or other illegal activity
• Required by Applicable Law or regulatory authorities

3. Platform Services

3.1 Description of Services

3.1.1 Nnarksup provides the following Services:

(a) Project Structuring

• Consultation on Project scope definition
• Breakdown of Projects into discrete, measurable Milestones
• Creation of payment schedules tied to Milestone completion
• Timeline and budget allocation planning

(b) Provider Coordination

• Access to Nnarksup's network of verified Providers
• Facilitation of Provider-Client agreements
• Communication infrastructure between You and Providers
• Dispute mediation services (non-binding, advisory only)

(c) Milestone Verification

• AI-assisted analysis of Documentation submitted by Providers
• Physical inspection of Project sites by Verification Officers
• Quality assessment of work completed
• Compilation of Verification reports
• Recommendation for Disbursement approval or rejection

(d) Disbursement Authorization

• Issuance of release instructions to Partner Bank upon verified Milestone completion
• Coordination of Your approval (where required by Project Agreement)
• Maintenance of audit trail of all Authorizations
• Real-time notification of Disbursement status

(e) Project Dashboard

• Real-time tracking of Project progress
• Financial reporting (Funds allocated, Funds disbursed, Funds remaining)
• Documentation repository
• Communication logs
• Verification reports and photographic evidence

(f) Compliance & Record-Keeping

• Maintenance of transaction records as required by Applicable Law
• Provision of Documentation for tax, audit, or legal purposes
• AML/CFT monitoring and reporting where required

3.2 What Nnarksup Does NOT Do

3.2.1 Nnarksup explicitly does NOT:

(a) Hold, custody, or control Your Funds at any time. Funds remain in Your Partner Bank account until Disbursement.

(b) Act as a bank, deposit-taking institution, payment service provider, or licensed escrow agent.

(c) Guarantee Provider performance, workmanship, or Project completion. However, Nnarksup implements commercially reasonable governance, verification, and quality assurance measures, including AI-assisted verification, document review, site inspections, technical supervision, and milestone validation, to promote proper project execution before any disbursement is authorized. Such measures reduce project risk but do not constitute a guarantee of outcomes.

(d) Provide financial, investment, tax, or legal advice.

(e) Execute construction, contracting, or other Project work.

(f) Make Disbursement decisions unilaterally without Your pre-authorized criteria or explicit approval (where required).

(g) Accept liability for Provider fraud, negligence, or breach of contract (subject to Article 5).

3.2.2 Nnarksup is a technology platform providing project governance and coordination services. All fund custody and movement is executed by licensed financial institutions (Partner Banks).

3.3 Partner Bank Relationship

3.3.1 The Controlled Hold mechanism operates through Disbursement Control Agreements between Nnarksup and Partner Banks.

3.3.1a During the current testing period no Partner Bank is engaged, no Controlled Hold is placed, and no real funds move through the Platform. Balances shown are test balances. This clause is removed once a Partner Bank is engaged, and the Services described in this Article operate as set out above from that point.

3.3.2 You acknowledge and agree that:

• The Partner Bank is an independent entity
• Nnarksup is not liable for acts or omissions of the Partner Bank
• Your relationship with the Partner Bank is governed by Your separate banking agreement
• Nnarksup has no access to Your bank account except to issue Disbursement Authorization instructions
• The Partner Bank retains sole custody of Your Funds at all times

3.3.3 You authorize the Partner Bank to:

• Place a Controlled Hold on Funds allocated to Projects
• Execute Disbursements upon receipt of Authorization from Nnarksup
• Provide transaction information to Nnarksup for Project tracking purposes
• Charge applicable banking fees (separate from Nnarksup Fees)

4. User Obligations & Responsibilities

4.1 General Obligations

4.1.1 You agree to:

• Use the Platform and Services in accordance with this Agreement and Applicable Law
• Provide accurate and complete information at all times
• Maintain sufficient Funds in Your Partner Bank account to cover Project costs and Nnarksup Fees
• Respond promptly to requests for information or Documentation
• Notify Nnarksup of any changes in Your circumstances that may affect the Services

4.2 Project Definition & Documentation

4.2.1 You are solely responsible for:

• Defining Project scope, objectives, and specifications
• Setting realistic budgets and timelines
• Uploading accurate project plans, drawings, or other reference materials
• Clearly communicating requirements to Providers
• Reviewing and approving Milestone definitions proposed by Nnarksup

4.2.2 Nnarksup is not liable for losses arising from:

• Inaccurate, incomplete, or unrealistic Project specifications provided by You
• Changes You make to Project scope after Provider engagement
• Your failure to provide necessary Documentation to Providers

4.3 Provider Selection

4.3.1 While Nnarksup provides access to verified Providers, You are solely responsible for:

• Selecting a Provider for Your Project
• Evaluating Provider credentials, proposals, and pricing
• Negotiating contract terms with Providers
• Assessing Provider suitability for Your specific requirements

4.3.2 Nnarksup's verification of Providers (background checks, past performance) is provided as a courtesy service and does not constitute a guarantee of:

• Provider performance
• Work quality
• Project completion
• Provider solvency or financial stability

4.3.3 You acknowledge that Provider verification is based on information available at the time and may not reflect changes in Provider circumstances.

4.4 Fund Allocation

4.4.1 You must:

• Allocate sufficient Funds in Your Partner Bank account before Project commencement
• Ensure Funds remain available throughout Project duration
• Authorize the Partner Bank to place a Controlled Hold on allocated Funds
• Pay Nnarksup Fees as specified in Article 6

4.4.2 If You fail to maintain sufficient Funds:

• Nnarksup may suspend Services
• Providers may terminate their engagement
• You remain liable for completed Milestones
• You may be liable for damages arising from Project delays

4.5 Milestone Approval

4.5.1 You agree to:

• Review Verification reports within [3] Business Days of receipt
• Approve or reject Disbursements based on objective evidence provided
• Provide specific, detailed reasons for any rejection
• Engage in good faith with Providers to resolve disputes

4.5.2 There is no automatic or deemed approval. A Milestone releases only when everyone required to sign off has actually signed off. Silence releases nothing, and no timer causes funds to move.

4.5.3 You may not:

• Unreasonably withhold approval of verified Milestones
• Reject Milestones for reasons unrelated to the agreed specifications
• Use the approval process to renegotiate payment terms
• Deliberately delay approval to avoid payment obligations

4.5.4 Abuse of the approval process may result in:

• Mandatory arbitration at Your expense
• Account suspension
• Termination of this Agreement
• Liability for Provider losses and Nnarksup's costs

4.6 Compliance Obligations

4.6.1 You represent, warrant, and covenant that:

• All Funds allocated to Projects are from legitimate, legal sources
• You are not using the Platform for money laundering, terrorist financing, or other illegal purposes
• You are in compliance with all tax obligations in Your jurisdiction
• Projects do not violate any Applicable Law
• You are not subject to sanctions, embargoes, or trade restrictions

4.6.2 You authorize Nnarksup to:

• Monitor transactions for suspicious activity
• Report suspicious activity to relevant authorities as required by Applicable Law
• Request source of funds documentation
• Freeze or terminate Projects if illegal activity is suspected
• Cooperate with law enforcement or regulatory investigations

4.6.3 You agree to indemnify Nnarksup for any losses arising from Your breach of compliance obligations (see Article 5).

4.7 Prohibited Activities

4.7.1 You shall NOT:

• Use the Platform for any illegal, fraudulent, or unauthorized purpose
• Violate any Applicable Law in Your use of the Services
• Infringe intellectual property rights of Nnarksup or third parties
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Platform, other Accounts, or Nnarksup's systems
• Interfere with or disrupt the integrity or performance of the Platform
• Create multiple Accounts to evade restrictions or for fraudulent purposes
• Impersonate any person or entity
• Engage in price manipulation, bid rigging, or collusion with Providers
• Use automated systems (bots, scrapers) to access the Platform without written permission
• Reverse engineer, decompile, or disassemble any aspect of the Platform
• Remove, obscure, or alter any legal notices on the Platform

4.7.2 Violation of these prohibitions may result in:

• Immediate Account termination
• Forfeiture of Funds held for Projects
• Legal action and pursuit of damages
• Reporting to law enforcement

5. Risk Disclosures & Limitations of Liability

5.1 Risk Acknowledgments

5.1.1 You acknowledge and accept the following risks inherent in remote Project execution:

(a) Provider Performance Risk

• Providers may fail to perform, deliver substandard work, abandon Projects, or become insolvent. While Nnarksup conducts verification, supervision and approval; this does not eliminate performance risk.

(b) Verification Limitations

Verification services (AI analysis, field inspections) are designed to detect present obvious defects and quality, and non-completion but cannot guarantee:

• Long-term quality or durability of work
• Compliance with building codes or technical standards (unless specialist engineers are engaged)
• Detection of all defects, especially latent or concealed defects
• Prevention of Provider fraud (e.g., use of substandard materials not visible in Documentation)

(c) Force Majeure

• Projects may be delayed or disrupted by events beyond anyone's control (see definition of Force Majeure Event).

(d) Currency & Exchange Risk

• If You fund Projects from foreign currency accounts, You bear the risk of exchange rate fluctuations.

(e) Regulatory Risk

• Changes in Applicable Law may affect the provision of Services or Project execution.

(f) Technology Risk

• Platform outages, cyber-attacks, or technical failures may temporarily disrupt Services.

(g) Dispute Risk

• Disputes may arise between You and Providers despite Nnarksup's coordination. Resolution may require arbitration or litigation at Your expense.

5.1.2 You accept these risks voluntarily and agree not to hold Nnarksup liable for losses arising from them, except where caused by Nnarksup's gross negligence or willful misconduct.

5.2 Limitation of Liability

5.2.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NNARKSUP’SS TOTAL AGGREGATE LIABILITY to You for all claims arising out of or related to this Agreement or Your use of the Services, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NNARKSUP in the [12] months preceding the event giving rise to liability.

5.2.2 NNARKSUP SHALL NOT BE LIABLE FOR:

(a) Any indirect, incidental, special, consequential, or punitive damages, including but not limited to

• Loss of profits, revenue, or business opportunities
• Loss of data or Project records (beyond what is stored on the Platform)
• Loss of goodwill or reputation
• Cost of procuring substitute services
• Losses arising from Project delays, cancellations, or failures

(b) Any loss or damage arising from

• Provider acts, omissions, fraud, negligence, or breach of contract
• Quality of work performed by Providers
• Providers' use of substandard materials or non-compliant methods
• Providers' failure to obtain necessary permits or approvals
• Disputes between You and Providers
• Your failure to provide accurate Project specifications or Documentation
• Your unreasonable rejection of verified Milestones
• Force Majeure Events
• Acts or omissions of Partner Banks or other third parties
• Unauthorized access to Your Account due to Your failure to safeguard credentials
• Your violation of Applicable Law

5.2.3 SERVICE PROVIDED "AS IS":

Except as expressly stated in this Agreement, the Platform and Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Title
• Accuracy, reliability, or completeness of content

5.2.4 No Guarantee of Outcomes:

Nnarksup does not guarantee:

• Project completion
• Work quality
• Provider performance
• Availability of Providers
• Specific timelines or results
• Uninterrupted or error-free Platform operation
• That the Platform will meet Your specific requirements

5.2.5 Nothing in this Agreement excludes or limits Nnarksup's liability for:

• Death or personal injury caused by Nnarksup's negligence
• Fraud or fraudulent misrepresentation by Nnarksup
• Any liability that cannot be excluded or limited by Applicable Law

5.3 Indemnification by User

5.3.1 You agree to indemnify, defend, and hold harmless Nnarksup, its affiliates, directors, officers, employees, agents, contractors, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

(a) Your use or misuse of the Platform or Services

(b) Your breach of this Agreement

(c) Your violation of any Applicable Law or third-party rights

(d) Any content, information, or Documentation You provide

(e) Your relationship with Providers, including contractual disputes

(f) Your Projects, including work quality, permits, compliance with building codes

(g) Any negligent or willful misconduct by You

(h) Any claim that Your use of the Services infringes third-party intellectual property rights

5.3.2 This indemnification obligation survives termination of this Agreement.

5.3.3 Nnarksup reserves the right to assume exclusive defense and control of any matter subject to indemnification by You, at Your expense.

6. Fees, Payment & Refunds

6.1 Service Fees

6.1.1 Nnarksup currently charges no transaction fee. The full Milestone amount reaches escrow and the full amount settles to the payee. No percentage is deducted from the value moving through a Project.

6.1.2 Where a Company subscribes to a paid plan, the subscription is a flat periodic fee for platform features and quotas. It is separate from any Project, and no part of it is taken from Project funds.

6.1.3 If Nnarksup introduces a fee on Project value, it will be shown before You confirm the transaction it applies to, and these Terms will be updated before it takes effect. Fees may otherwise be revised on [30] days' written notice, and a revision applies only to Projects started after the notice period.

6.2 Payment Terms

6.2.1 Transaction Fees are payable upfront upon Project creation and Controlled Hold placement. You authorize:

• Immediate deduction from Your Partner Bank account, OR
• Payment via credit/debit card, mobile money, or other accepted payment methods

6.2.2 If Transaction Fees are not paid within [5] Business Days of Project creation:

• The Project will not commence
• Nnarksup may cancel the Project
• Any Controlled Hold placement may be reversed

6.2.3 All fees are non-refundable except as expressly provided in Clause 6.4.

6.2.4 You are responsible for all taxes (VAT, withholding tax, etc.) applicable to Nnarksup Fees in Your jurisdiction. All quoted fees are exclusive of taxes unless otherwise stated.

6.3 Third-Party Costs

6.3.1 In addition to Nnarksup Fees, You may incur separate costs for:

• Partner Bank fees (Controlled Hold setup, transaction fees, foreign exchange charges)
• Mobile money or payment gateway fees
• Specialist verification services (if You request third-party engineers or inspectors)
• Legal fees (if disputes require arbitration or litigation)
• Regulatory or government fees (permits, approvals)

6.3.2 These third-party costs are NOT included in Nnarksup Fees and are Your sole responsibility.

6.4 Refund Policy

6.4.1 Partial Refund - Project Cancellation Before Provider Engagement:

• If You cancel a Project before a Provider has been engaged and before any Verification activities have commenced, Nnarksup will refund [70]% of the Transaction Fee. The retained [30]% covers administrative and platform costs.

6.4.2 No Refund - After Provider Engagement:

• Once a Provider has been engaged, or Verification activities have commenced, Transaction Fees are fully non-refundable regardless of Project outcome.

6.4.3 No Refund - Project Failure Due to Your Actions:

If a Project fails due to:

• Your failure to allocate sufficient Funds
• Your unreasonable rejection of verified Milestones
• Your breach of this Agreement
• Your violation of Applicable Law
• No refund of any fees will be provided.

6.4.4 Discretionary Refund:

• Nnarksup may, at its sole discretion, issue partial refunds in exceptional circumstances (Force Majeure, Platform malfunction preventing Service delivery). Such refunds are not guaranteed and do not create any obligation for future cases.

6.5 Currency

6.5.1 All fees are quoted in Ghana Cedis (GH₵) unless otherwise specified.

6.5.2 If You pay in foreign currency, the exchange rate applied is that of:

• The Partner Bank (for bank transfers), OR
• The payment gateway provider (for card payments)
• Nnarksup is not responsible for exchange rate fluctuations or conversion fees.

7. Intellectual Property

7.1 Nnarksup's Intellectual Property

7.1.1 All intellectual property rights in and to the Platform, including but not limited to:

• Software, source code, algorithms, and AI models
• User interface, design, and graphics
• Trademarks, logos, and branding
• Content, Documentation, and templates provided by Nnarksup
• Verification methodologies and processes
• Data analytics and reports generated by the Platform
• are and shall remain the exclusive property of Nnarksup or its licensors.

7.1.2 This Agreement grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purposes described herein.

7.1.3 You shall NOT:

• Copy, modify, or create derivative works of the Platform
• Sell, license, sublicense, or otherwise commercialize access to the Platform
• Use the Platform to develop competing services

7.2 User Content

7.2.1 You retain all intellectual property rights in content You upload to the Platform (project plans, photos, documents, etc.).

7.2.2 By uploading content, You grant Nnarksup a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, and display such content solely for the purposes of:

• Providing Services to You
• Improving the Platform and Services
• Compliance with Applicable Law
• Anonymized analytics and research (Your personal data will be anonymized)

7.2.3 This license terminates when You delete the content or close Your Account, except where retention is required by Applicable Law or for legitimate business purposes (e.g., dispute resolution, audit).

7.3 Provider Documentation

7.3.1 Documentation submitted by Providers becomes part of the Project record and may be shared with You, Partner Banks, and (if necessary) regulatory authorities or courts.

7.3.2 Providers grant Nnarksup and You a license to use submitted Documentation for Project verification and record-keeping purposes.

8. Data Protection & Privacy

8.1 Data Collection & Processing

8.1.1 Nnarksup collects and processes the following categories of personal data:

• Identity data: Name, ID number, passport number, date of birth
• Contact data: Email, phone number, physical address
• Financial data: Bank account details, transaction history (limited to Projects on the Platform)
• Project data: Project specifications, budgets, communications with Providers
• Verification data: Photos, videos, inspection reports, Documentation
• Feedback data: What You report to Us, and any screenshot or voice recording You attach to it, together with the transcript of that recording and the page You were on when You sent it
• Technical data: IP address, browser type, device information, usage logs

8.1.2 Legal basis for processing:

• Contractual necessity: Processing required to perform this Agreement
• Legal obligation: Compliance with AML/CFT, tax, and regulatory requirements
• Legitimate interests: Fraud prevention, service improvement, analytics

8.1.3 Nnarksup processes data in accordance with:

• The Data Protection Act, 2012 (Act 843) of Ghana
• The General Data Protection Regulation (GDPR) for EU residents
• Other applicable data protection laws

8.1.4 For detailed information on data processing, please refer to Nnarksup's Privacy Policy at www.nnarksup.com/legal/privacy.

8.2 Data Sharing

8.2.1 Nnarksup may share Your data with:

• Partner Banks: For Controlled Hold and Disbursement execution
• Providers: Project-related information necessary for work execution
• Verification Officers: For Milestone inspection purposes
• Payment processors: For fee collection
• Regulatory authorities: As required by Applicable Law
• Legal advisors and auditors: For compliance and business purposes
• Service providers: Cloud hosting, analytics, customer support (under strict confidentiality obligations)

8.2.2 Nnarksup does NOT sell Your personal data to third parties for marketing purposes.

8.3 Data Security

8.3.1 Nnarksup implements technical and organizational measures to protect Your data, including:

• Encryption of data in transit (TLS), and at rest through our infrastructure providers
• Access controls and role-based permissions
• Passwordless sign-in by one-time code
• Employee confidentiality obligations

8.3.2 Despite these measures, no system is completely secure. You acknowledge the inherent risks of internet transmission and agree that Nnarksup is not liable for unauthorized access resulting from circumstances beyond its reasonable control.

8.4 Your Data Rights

8.4.1 Subject to Applicable Law, You have the right to:

• Access: Request copies of Your personal data
• Rectification: Correct inaccurate or incomplete data
• Erasure: Request deletion of Your data (subject to legal retention requirements)
• Restriction: Limit processing in certain circumstances
• Portability: Receive Your data in a structured, machine-readable format
• Object: Object to processing based on legitimate interests

8.4.2 To exercise these rights, contact: [privacy@nnarksup.com]

8.4.3 Nnarksup will respond to requests within [30] days. Some requests may be denied if retention is required by Applicable Law or for legitimate business purposes (e.g., ongoing disputes, regulatory investigations).

8.5 Data Retention

8.5.1 Nnarksup retains personal data for:

• Active Accounts: Duration of Account plus [7] years after closure (for legal, tax, audit purposes)
• Transaction records: [10] years from Project completion (regulatory requirement)
• Verification Documentation: [10] years from Project completion (dispute resolution, liability defense)

8.5.2 After retention periods expire, data will be securely deleted or anonymized.

8.6 Cross-Border Transfers

8.6.1 Your data may be transferred to and processed in countries outside Ghana, including:

• Cloud hosting providers (e.g., AWS, Azure servers in various regions)
• Payment processors with global operations
• Verification service providers

8.6.2 Nnarksup ensures such transfers comply with Applicable Law through:

• Standard Contractual Clauses (SCCs)
• Adequacy decisions by relevant authorities
• Explicit consent where required

9. Suspension & Termination

9.1 Suspension by Nnarksup

9.1.1 Nnarksup may immediately suspend Your Account and Services without prior notice if:

(a) You breach this Agreement, including non-payment of fees

(b) Nnarksup suspects fraudulent, illegal, or unauthorized activity

(c) You fail to complete KYC verification when requested

(d) You engage in abusive behavior toward Providers, Verification Officers, or Nnarksup staff

(e) Required by Applicable Law, court order, or regulatory authority

(f) There is a threat to the security or integrity of the Platform

9.1.2 During suspension:

• You cannot initiate new Projects
• Ongoing Projects may be frozen
• Disbursements may be delayed pending investigation
• You remain liable for fees and obligations

9.1.3 If suspension exceeds [30] days and is due to Nnarksup's error or Force Majeure, Nnarksup may, at its discretion, pro-rate refund unused Transaction Fees.

9.2 Termination by You

9.2.1 You may terminate this Agreement at any time by:

• Closing Your Account via the Platform settings, OR
• Sending written notice to: [legal@nnarksup.com]

9.2.2 Upon termination:

• You must complete or cancel all ongoing Projects
• Outstanding fees remain payable
• Nnarksup will cease providing Services
• Your Account will be deactivated within [30] days
• Data will be retained as per Clause 8.5

9.2.3 Termination does not relieve You of obligations incurred prior to termination (fees, indemnification, confidentiality).

9.3 Termination by Nnarksup

9.3.1 Nnarksup may terminate this Agreement upon [30] days' written notice for any reason, including:

• Discontinuation of Services in Your jurisdiction
• Business restructuring or cessation of operations
• Repeated breaches by You
• Low usage or inactivity

9.3.2 Nnarksup may terminate immediately without notice if:

• You commit a material breach (fraud, illegal activity, repeated violations)
• Your Account has been suspended multiple times
• Nnarksup is required to do so by law or regulatory order
• Continuing the relationship poses legal, financial, or reputational risk to Nnarksup

9.3.3 Upon termination by Nnarksup:

• Ongoing Projects will be allowed to complete OR
• You will be given [14] days to transition Projects to alternative arrangements
• Unused Transaction Fees for uncompleted Projects may be refunded at Nnarksup's discretion (minus costs incurred)

9.4 Effect of Termination

9.4.1 Upon termination (by either Party):

(a) All licenses granted herein terminate immediately

(b) You must cease all use of the Platform

(c) Obligations that by their nature should survive termination remain in effect, including

• Payment of outstanding fees
• Indemnification obligations (Article 5.3)
• Liability limitations (Article 5.2)
• Confidentiality obligations (if applicable)
• Intellectual property rights (Article 7)
• Dispute resolution provisions (Article 12)
• Data protection obligations (Article 8)

(d) Nnarksup may (but is not obligated to) provide You with an export of Your Project data in machine-readable format

(e) Controlled Holds on Funds will be released by Partner Banks (Funds return to Your unrestricted account)

9.4.2 Termination does not affect:

• Provider contracts (these remain between You and Providers)
• Liability for events occurring before termination
• Rights and obligations accrued before termination

10. Force Majeure

10.1 Force Majeure Events

10.1.1 Neither Party shall be liable for failure or delay in performing obligations under this Agreement if caused by a Force Majeure Event (as defined in Article 1.1).

10.1.2 The affected Party must:

• Notify the other Party within [5] Business Days of the Force Majeure Event
• Provide details of the event and expected duration of impact
• Use reasonable efforts to mitigate effects and resume performance
• Provide regular updates (at least every [14] days)

10.2 Remedies During Force Majeure

10.2.1 During a Force Majeure Event:

• Performance obligations are suspended to the extent affected
• Timelines are extended by the duration of the event
• Fees remain payable for Services actually rendered

10.2.2 If a Force Majeure Event continues for more than [60] days:

• Either Party may terminate affected Projects upon [14] days' written notice
• Nnarksup may (discretion) refund pro-rated Transaction Fees for uncompleted Milestones
• Neither Party is liable for termination under these circumstances

10.2.3 Force Majeure does not excuse payment obligations already accrued before the event.

11. Confidentiality

11.1 Confidential Information

11.1.1 "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), including:

• Business strategies, plans, and financial information
• Technical data, algorithms, and methodologies
• Customer lists and Project details
• Pricing, fee structures, and commercial terms
• Information marked "Confidential" or that reasonably should be understood as confidential

11.1.2 Confidential Information does NOT include information that:

• Is or becomes publicly available through no breach by the Receiving Party
• Is rightfully received from a third party without confidentiality obligations
• Is independently developed without use of the Disclosing Party's Confidential Information
• Is required to be disclosed by Applicable Law, court order, or regulatory authority (subject to notice to the Disclosing Party)

11.2 Obligations

11.2.1 The Receiving Party agrees to:

• Hold Confidential Information in strict confidence
• Use it only for purposes of this Agreement
• Not disclose it to third parties without prior written consent (except to employees, agents, or advisors with a need to know and bound by confidentiality obligations)
• Protect it with the same degree of care used for its own confidential information (but no less than reasonable care)

11.2.2 Upon termination or request, the Receiving Party must:

• Return or destroy all Confidential Information (at the Disclosing Party's option)
• Provide written certification of compliance

11.2.3 These obligations survive termination for [5] years.

12. Dispute Resolution

12.1 Governing Law

12.1.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana, without regard to its conflict of law principles.

12.1.2 For Users outside Ghana, local consumer protection laws may also apply where they cannot be contracted out of.

12.2 Negotiation

12.2.1 Before initiating formal dispute resolution, the Parties agree to attempt good-faith negotiation for [7] days.

12.2.2 Either Party may initiate negotiation by sending written notice to the other describing the dispute and proposed resolution.

12.2.3 Senior representatives of each Party shall meet (in person or virtually) at least once within [14] days of the notice.

12.3 Arbitration

12.3.1 If negotiation fails, any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally resolved by binding arbitration.

12.3.2 Arbitration shall be conducted in accordance with the Arbitration Act, 2010 (Act 798) of Ghana and the Ghana Arbitration Centre Rules.

12.3.3 Arbitration Details:

• Seat of Arbitration: Accra, Ghana (unless Parties agree otherwise)
• Language: English
• Number of Arbitrators: One (1), unless the amount in dispute exceeds GH₵500,000, in which case three (3) arbitrators
• Appointment: If Parties cannot agree on an arbitrator within [14] days, appointment shall be made by the Ghana Arbitration Centre
• Applicable Law: Substantive law of Ghana

12.3.4 The arbitrator's award shall be final and binding. Judgment upon the award may be entered in any court having jurisdiction.

12.3.5 Costs: The arbitrator shall allocate costs (including arbitrator fees and reasonable attorney fees) based on the outcome. Generally, the losing Party bears costs, but the arbitrator has discretion.

12.3.6 Confidentiality: Arbitration proceedings and awards shall be confidential except as required by Applicable Law or to enforce the award.

12.4 Exceptions to Arbitration

12.4.1 Notwithstanding Clause 12.3, either Party may seek:

• Injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent irreparable harm (e.g., intellectual property infringement, breach of confidentiality)
• Small claims court relief if the amount in dispute is within the jurisdictional limit and the court has subject matter jurisdiction

12.4.2 Either Party may also refer disputes to relevant regulatory authorities (e.g., Bank of Ghana, Data Protection Commission) within their jurisdiction.

12.5 Class Action Waiver

12.5.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, You agree that disputes will be resolved on an individual basis only. You waive the right to bring or participate in any class action, representative action, or collective proceeding.

12.5.2 If this waiver is found unenforceable by a court, the arbitration provision in Clause 12.3 shall not apply, and disputes shall be resolved in the courts specified in Clause 12.6.

12.6 Jurisdiction (if Arbitration Waiver Applies)

12.6.1 If arbitration does not apply (due to unenforceability, opt-out, or exception), the Parties irrevocably submit to the exclusive jurisdiction of the courts of Accra, Ghana.

12.6.2 For Users in other jurisdictions, mandatory consumer protection laws may grant additional rights to local courts.

13. Amendments & Modifications

13.1 Amendment by Nnarksup

13.1.1 Nnarksup reserves the right to amend this Agreement at any time by:

• Posting the revised Agreement on the Platform
• Sending You email notification [30] days prior to the effective date (for material changes)

13.1.2 Material changes include:

• Significant fee increases
• Changes to liability limitations
• Changes to dispute resolution mechanisms
• Addition of new user obligations

13.1.3 Your Options:

• Accept: Continue using the Platform (deemed acceptance)
• Reject: Terminate Your Account before the effective date

13.1.4 Continued use of the Platform after the effective date constitutes acceptance of the amended Agreement.

13.1.5 Amendments do not apply retroactively to disputes arising before the effective date.

13.2 Non-Material Changes

13.2.1 For non-material changes (e.g., clarifications, formatting, contact information updates), Nnarksup may post the revised Agreement without prior notice. You are responsible for reviewing the Agreement periodically.

14. General Provisions

14.1 Entire Agreement

14.1.1 This Agreement, together with:

• The Privacy Policy
• Any Project-specific agreements
• Fee schedules
• constitutes the entire agreement between You and Nnarksup regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties.

14.2 Severability

14.2.1 If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal, or unenforceable, the remainder of the Agreement shall continue in full force and effect.

14.2.2 The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

14.3 Waiver

14.3.1 No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

14.3.2 Nnarksup's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

14.3.3 Any waiver must be in writing and signed by Nnarksup to be effective.

14.4 Assignment

14.4.1 You may NOT assign, transfer, or delegate Your rights or obligations under this Agreement without Nnarksup's prior written consent.

14.4.2 Nnarksup may assign this Agreement:

• To an affiliate or subsidiary
• In connection with a merger, acquisition, or sale of all or substantially all of its assets
• To any successor entity

14.4.3 Any attempted assignment in violation of this Clause is void.

14.5 Third-Party Beneficiaries

14.5.1 This Agreement is for the sole benefit of the Parties and does not create any third-party beneficiary rights, except:

• Partner Banks may enforce provisions relating to their role and protections
• Providers may enforce provisions relating to payment obligations (to the extent Nnarksup acts as agent for disbursement)

14.6 Relationship of Parties

14.6.1 The Parties are independent contractors. This Agreement does not create:

• A partnership, joint venture, or agency relationship
• An employer-employee relationship
• A fiduciary duty

14.6.2 Neither Party has authority to bind the other or make commitments on the other's behalf, except as expressly authorized in this Agreement.

14.7 Notices

14.7.1 All notices under this Agreement must be in writing and delivered to:

To Nnarksup:

• Nnarksup Company Limited (Company Registration No. CS089630426)
• GD-019-2900
• Near Fidelity Bank, Adenta
• Accra, Greater Accra, Ghana
• Email: legal@nnarksup.com
• To You:
  • The email address and physical address registered in Your Account

14.7.2 Notices are deemed received:

• Email: [24] hours after sending (unless delivery failure notification received)
• Courier/registered mail: Upon delivery or [5] Business Days after posting, whichever is earlier
• In-Platform notification: When posted to Your Account dashboard

14.7.3 You are responsible for maintaining current contact information in Your Account. Notices sent to outdated information are deemed validly delivered if Nnarksup used the most recent information in Your Account.

14.8 Language

14.8.1 This Agreement is executed in the English language. Any translation is provided for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.

14.9 Headings

14.9.1 Article and Clause headings are for reference only and do not affect the interpretation of this Agreement.

14.10 Electronic Signatures

14.10.1 You agree that Your electronic acceptance of this Agreement (by clicking "I Agree," creating an Account, or using the Services) constitutes a valid and binding signature equivalent to a handwritten signature.

14.10.2 This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one agreement.

14.11 Survival

14.11.1 The following provisions survive termination of this Agreement:

• Article 1 (Definitions - as needed for interpretation)
• Article 5 (Risk Disclosures & Limitations of Liability)
• Article 6 (Fees - for amounts accrued before termination)
• Article 7 (Intellectual Property)
• Article 8 (Data Protection - retention and processing obligations)
• Article 11 (Confidentiality)
• Article 12 (Dispute Resolution)
• Article 14 (General Provisions)
• Any other provision that by its nature should survive

14.12 Force Majeure (Cross-Reference)

14.12.1 Force Majeure provisions are set forth in Article 10 and are incorporated herein by reference.

14.13 Anti-Bribery & Corruption

14.13.1 You represent and warrant that You have not and will not, directly or indirectly:

• Offer, promise, give, or authorize any bribe, kickback, or improper payment
• Violate any applicable anti-bribery or anti-corruption law, including the Ghana Anti-Corruption Act, 2020 (Act 1043)
• Engage in any activity that would cause Nnarksup to be in violation of such laws

14.13.2 You agree to immediately notify Nnarksup if You become aware of any violation or potential violation of anti-bribery or anti-corruption laws related to Your use of the Services.

14.13.3 Breach of this Clause is grounds for immediate termination and may be reported to relevant authorities.

14.14 Sanctions Compliance

14.14.1 You represent and warrant that You are not:

• A person or entity designated on any sanctions list (UN, US OFAC, EU, UK, etc.)
• Located in, or a national of, a country subject to comprehensive sanctions
• Owned or controlled by any such person or entity

14.14.2 You agree not to use the Services in any manner that would violate applicable sanctions laws.

14.14.3 Nnarksup may immediately suspend or terminate Your Account if You become subject to sanctions or if continuing the relationship would violate sanctions laws.

14.15 Export Control

14.15.1 The Platform may be subject to export control laws and regulations. You agree not to export, re-export, or transfer the Platform or any technical data received from Nnarksup in violation of such laws.

14.16 Publicity

14.16.1 Nnarksup may use Your name and logo (if a business entity) in client lists, case studies, and marketing materials, unless You opt out by written notice to requests@nnarksup.com.

14.16.2 Nnarksup may publish anonymized case studies based on Your Projects (without revealing Your identity or confidential information).

14.16.3 You may not issue press releases or public statements about this Agreement or Your use of the Services without Nnarksup's prior written consent.

14.17 Feedback

14.17.1 If You provide Nnarksup with feedback, suggestions, or ideas regarding the Platform or Services ("Feedback"), You:

• Grant Nnarksup a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback
• Waive any rights (including intellectual property rights) You may have in the ideas expressed in such Feedback
• Acknowledge that Nnarksup has no obligation to implement or compensate You for Feedback

14.17.2 The waiver in 14.17.1 applies to the ideas You express, and not to any screenshot, voice recording, or other file You attach to Feedback. Those remain User Content under Section 7.2 and You retain Your rights in them. Nnarksup uses them only to understand and act on the report.

14.17.3 When You attach a voice recording to Feedback:

• It is sent to a third-party speech-to-text provider to produce a written transcript, so that a person can read and search what You said. The provider is named in the Privacy Policy
• The recording and the transcript are readable only by Nnarksup staff holding the operator permission for customer records
• The recording is deleted after the period stated in the Privacy Policy. The transcript and Your written words are kept
• Nnarksup does not record You at any other point. There is no session recording and no background capture of Your screen or microphone

14.17.4 Feedback sent from inside the Platform is attributed to Your Account. It is not anonymous, and Nnarksup may reply to You about it.

14.18 Government Users

14.18.1 If You are a government entity, government-owned corporation, or acting on behalf of a government, additional terms may apply. Contact legal@nnarksup.com for government-specific agreements.

14.19 Interpretation Against Drafter

14.19.1 This Agreement shall be interpreted neutrally and not construed against either Party as the drafter.

14.20 Counterparts & Electronic Execution

14.20.1 This Agreement may be executed electronically and in multiple counterparts. Electronic signatures and PDF copies shall have the same legal effect as original signatures and paper copies.

15. Contact Information & Customer Support

15.1 Customer Support

15.1.1 For questions, concerns, or support regarding the Services, contact:

• Email: info@nnarksup.com
• Phone: +233 50 537 7971
• Business Hours: Monday-Friday, 9:00 AM - 6:00 PM GMT
• For an urgent issue on a live Project, email info@nnarksup.com and mark it urgent

15.1.2 Nnarksup will use commercially reasonable efforts to respond to support inquiries within:

• Urgent issues (Project at risk, payment errors): [4] hours
• Standard inquiries: [72] hours
• General questions: [72] hours

15.1.3 Response times are targets, not guarantees. Nnarksup is not liable for delays in responding to support inquiries.

15.2 Complaints & Escalation

15.2.1 If You are dissatisfied with the Services or have a complaint:

• Step 1: Raise it in the Project conversation, then submit a complaint via info@nnarksup.com with a detailed description and supporting evidence
• Step 2: Nnarksup will investigate and respond within [10] Business Days
• Step 3: If unresolved, escalate to: disputes@nnarksup.com (reviewed by senior management)
• Step 4: Senior management will respond within [15] Business Days
• Step 5: If still unresolved, the Dispute Resolution Framework applies. That Framework governs Disputes about a Project; this Section governs service complaints, and where both could apply the Framework takes precedence.

15.2.2 You agree to exhaust this internal complaints process before initiating arbitration or litigation (unless seeking emergency relief).

15.3 Regulatory Complaints

15.3.1 If You believe Nnarksup has violated Applicable Law, You may also file complaints with:

• Bank of Ghana
• Financial Stability Department
• Accra, Ghana
• Website: www.bog.gov.gh
• Data Protection Commission (Ghana)
• (for data protection complaints)
• Website: www.dataprotection.org.gh
• National Communications Authority
• (for electronic communications issues)

16. Acknowledgment & Acceptance

16.1 Acknowledgment

16.1.1 BY CREATING AN ACCOUNT, ACCESSING THE PLATFORM, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE:

(a) Read this Agreement in its entirety

(b) Understood all terms, conditions, and obligations

(c) Had the opportunity to seek independent legal advice

(d) Voluntarily agreed to be bound by this Agreement

(e) Received a copy of this Agreement (available at www.nnarksup.com/legal/terms)

16.2 Special Acknowledgments

16.2.1 You specifically acknowledge and agree that:

(a) Non-Custodial Structure

• Nnarksup does NOT hold, custody, or control Your Funds. All Funds remain in Your Partner Bank account or are held by licensed financial institutions. Nnarksup is a technology platform providing governance and verification services only.

(b) No Guarantees

• Nnarksup does not guarantee Project completion, Provider performance, work quality, or any specific outcome. You bear the risk of Provider selection and Project execution.

(c) Verification Limitations

• Verification services are designed to detect obvious defects and non-completion but cannot guarantee long-term quality, code compliance, or detection of all defects (especially latent or concealed).

(d) Liability Limitations

• Nnarksup's liability is strictly limited as set forth in Article 5. You have read and understood these limitations.

(e) Dispute Resolution

• Disputes will be resolved by binding arbitration in Ghana, not by court litigation (except as provided in Article 12).

(f) Data Processing

• Nnarksup will collect, process, and share Your personal data as described in Article 8 and the Privacy Policy.

(g) Amendment Rights

• Nnarksup may amend this Agreement as provided in Article 13. Continued use after amendments constitutes acceptance.

16.3 Confirmation of Authority

16.3.1 If You are entering this Agreement on behalf of a legal entity:

(a) You represent and warrant that You have full authority to bind such entity to this Agreement

(b) You agree to provide evidence of such authority upon request (corporate resolution, power of attorney, etc.)

(c) You personally guarantee the entity's performance of this Agreement if Nnarksup reasonably requests such guarantee

16.4 Electronic Acceptance

16.4.1 Your electronic acceptance (by clicking "I Agree" or similar button, creating an Account, or using the Services) constitutes:

• Your binding signature on this Agreement
• Confirmation that You have read and understood all terms
• Your voluntary agreement to be bound

16.4.2 This electronic acceptance is legally equivalent to a handwritten signature and is enforceable under the Electronic Transactions Act, 2008 (Act 772) of Ghana and similar laws in other jurisdictions.

17. Role-Specific Terms

Part A. Client Clauses

17.1 Funding Authority & Obligations

17.1.1 Sole Authority to Fund

• Client has exclusive authority to allocate Funds for Projects
• Client determines budget, Milestones, payment amounts
• Client may cancel or modify Projects (subject to Provider agreements)

17.1.2 Funding Obligations

• Client must allocate sufficient Funds in Partner Bank account before Project commencement
• Client must maintain Funds throughout Project (cannot withdraw allocated Funds)
• Failure to maintain Funds = breach (Client liable for damages to Provider)

17.1.3 Source of Funds

• Client represents that Funds are from legitimate, legal sources
• Client is not using Platform for money laundering or illegal activity
• Client authorizes Nnarksup to conduct source-of-funds checks if suspicious activity detected

17.2 Approval Rights & Responsibilities

17.2.1 Milestone Approval Authority

• Client has final authority to approve or reject Milestone completions
• Approval must be based on objective evidence (Verification reports)
• Client may not unreasonably withhold approval

17.2.2 Approval Timeline

• Client must review Verification reports within 3 Business Days (per agreement) upon raising an issue
• No approval is implied by silence; a Milestone releases only on an explicit sign-off

17.2.3 Standards for Approval/Rejection

• Auto-Approve if: Work meets specifications per Project Agreement
• Reject if: Work is materially defective, incomplete, or non-compliant
• May not reject based on: Subjective preferences not in original specifications, desire to renegotiate price

17.2.4 Consequences of Unjustified Rejection

• Provider may invoke dispute resolution
• If arbitration finds rejection was unreasonable:
  • Payment must be released
  • Client may pay Provider's arbitration costs
  • Client may be liable for Provider's delay damages

17.3 Project Management Responsibilities

17.3.1 Client Obligations

• Provide clear, accurate Project specifications
• Communicate changes promptly
• Respond to Provider inquiries within reasonable time
• Provide site access (if applicable)
• Obtain necessary permits (unless Provider's responsibility per agreement)

17.3.2 Risk Ownership

• Client bears ultimate risk of Project success/failure
• Client responsible for selecting Provider (Nnarksup verification ≠ guarantee)
• Client responsible for adequacy of budget and timeline

17.4 Liability & Indemnification

17.4.1 Client Liability

• To Provider: For breach of Project Agreement (payment delays, scope changes)
• To Third Parties: For Project impacts (neighbor complaints, environmental damage if Client-directed)

17.4.2 Client Indemnifies Nnarksup

• For claims arising from Client's Projects
• For Client's breach of Terms
• For third-party IP infringement (if Client provided infringing designs)

Part B. Co-funder / Contributor Clauses

Not currently available. A Project has exactly one Client, and the Platform provides no way for several parties to co-fund one Project, hold contribution shares, or vote on its decisions. If co-funding is introduced, this Part will be written before it is.

Parties who wish to pool money today do so between themselves, off the Platform, and one of them funds the Project as its Client. Nnarksup is not a party to any arrangement between them and holds no record of it.

Part C. Provider / Contractor Clauses

(Most provider clauses covered in Provider Agreement, Document 2. Key additional clauses below.)

17.9 Execution Responsibility

17.9.1 Sole Responsibility for Work

Provider is solely responsible for:

• Quality, safety, compliance with specifications
• Hiring competent workers
• Using appropriate materials
• Meeting timelines

17.9.2 Independent Contractor

• Provider is independent contractor (not Nnarksup employee or agent)
• Provider controls means and methods of work

17.10 Payment Conditionality

17.10.1 Milestone-Based Payment

• Payment is contingent on verified Milestone completion
• No upfront payments (unless explicitly agreed in Project Agreement for materials deposit)

17.10.2 Verification Cooperation

Provider must cooperate with Verification process:

• Submit Documentation within 48 hours of Milestone claim
• Allow field officer site access
• Answer questions about work completed

17.10.3 No Payment Guarantee

Nnarksup does NOT guarantee payment if:

• Milestone is not verified
• Client reasonably rejects (defective work)
• Provider breaches agreement (e.g., uses wrong materials)

17.11 Provider Warranties

17.11.1 Warranty of Workmanship

• Provider warrants work will be free from defects for [12] months from completion (unless longer warranty in Project Agreement)
• Warranty covers: Materials, workmanship, compliance with specifications

17.11.2 Warranty Claims

• Client notifies Provider of defects
• Provider must remedy within reasonable time
• If Provider fails, Client may:
  • Hire another Provider (at original Provider's expense)
  • Deduct costs from warranty retainage (if held)

Part D. Supervisor / Verification Agent Clauses

17.12 Role & Duties

17.12.1 Verification Officers

• Engaged by Nnarksup to conduct site inspections
• Duties:
  • Visit Project sites as scheduled
  • Assess Milestone completion against specifications
  • Photograph/video document work
  • Complete inspection checklists
  • Submit reports to Nnarksup (within 24 hours of site visit)

17.12.2 Independence

Verification Officers must be independent:

• No financial interest in Project outcome
• No relationship with Provider or Client that creates conflict

17.13 Standard of Care

17.13.1 Duty of Accuracy

Verification Officers must:

• Conduct inspections diligently and professionally
• Report findings honestly and accurately
• Not accept bribes or inducements from Providers

17.13.2 Standard

• Reasonable professional standard: What a competent inspector would do in similar circumstances
• Not an absolute guarantee: Verification may miss latent defects, concealed issues

17.14 Liability for False Reporting

17.14.1 Liability to Nnarksup

If Verification Officer knowingly submits false reports:

• Immediate termination
• Liability for damages (Nnarksup's costs, Client's losses)
• Criminal prosecution (fraud)

17.14.2 Liability to Clients/Providers

• Verification Officer NOT directly liable to Clients/Providers (contracted through Nnarksup)
• Claims go through Nnarksup (who may seek indemnification from Officer)

17.14.3 Insurance

17.15 Confidentiality

17.15.1 Non-Disclosure

Verification Officers must keep confidential:

• Client information
• Project details
• Provider trade secrets observed on site
• May disclose only to Nnarksup and as required by law

18. AI Use and Its Limits

18.1 AI Systems Deployed

18.1.1 What the AI Actually Is

The Platform provides one AI feature: a conversational assistant, available inside your workspace. It answers questions about your Projects and can carry out a limited set of actions you ask it to.

It runs on general-purpose models operated by third parties and reached through a routing service, named in the Privacy Policy. Nnarksup builds no models of its own.

18.1.2 What It Does Not Do

The Platform performs no automated document authentication, no image or photograph analysis, no automated fraud scoring, and no algorithmic matching of counterparties. Verification documents are reviewed by a person. Marketplace ordering is by reputation score, computed from recorded activity by a formula, not by a model.

18.1.3 The Assistant Cannot Move Money

The assistant has no ability to fund a Project, approve a Milestone, release escrow, or withdraw funds. Those actions require a human with the relevant permission.

18.2.1 Not a Guarantee

Nnarksup's AI systems are assistive tools, not infallible arbiters. AI recommendations, verifications, and assessments are:

• Probabilistic (based on statistical likelihood, not certainty)
• Subject to error (false positives, false negatives, misclassifications)
• Limited by data quality (garbage in, garbage out)

18.2.2 Human Oversight

All critical decisions incorporate human review:

• Milestone verification: AI analysis + field officer inspection
• Fraud detection: AI flags + manual investigation before action
• Provider matching: AI suggests + User selects

18.2.3 No Liability for AI Errors

Nnarksup is NOT liable for losses arising from:

• AI failing to detect fraud, forgery, or defects
• AI misclassifying legitimate activity as suspicious
• AI providing inaccurate recommendations
• Exception: Liability if Nnarksup was grossly negligent in designing, training, or deploying AI (knowing it was fundamentally flawed).

18.3 User Acknowledgments

By using the Platform, Users acknowledge:

• AI is a tool, not a replacement for their own judgment
• Users remain responsible for decisions (e.g., selecting Providers, approving Milestones)
• AI cannot guarantee outcomes (Project completion, work quality)
• Users should not rely solely on AI (should review evidence themselves)

18.4 Transparency & Explainability

18.4.1 Explainable AI

Where possible, Nnarksup provides explanations for AI decisions:

• "This photo was flagged because metadata indicates it was taken 3 months ago, not today"
• "This Provider is recommended because they have completed 12 similar projects with 4.8★ average rating"

18.4.2 Right to Human Review

Users may request human review of any AI-generated decision:

• Contact: eng@nnarksup.com
• Response within 5 Business Days

18.5 AI Training & Bias Mitigation

18.5.1 Training Data

Nnarksup trains no AI models. The assistant runs on general-purpose models built and operated by third parties, reached through a routing service. Nnarksup assembles no training data, runs no training or fine-tuning pipeline, and has no retraining schedule.

18.6 Data Use for AI Training

18.6.1 Use of User Data

Nnarksup does not use Your data to train AI models, because it trains none. What does happen is set out in the Privacy Policy: what You send the assistant, including any document You attach, is transmitted to the model vendor serving Your request so that it can answer.

18.6.2 Opt-Out

Users may opt out of their data being used for AI training:

• Email: privacy@nnarksup.com. Nnarksup does not train models on Your data and operates no training pipeline, so there is nothing to opt out of today. If that ever changes, this section will be updated before it does.