PARTIES AND RECITALS

These General Terms and Conditions and Contract of Service (this “Agreement”) govern access to and use of ARET Hub, being ARET's mobile application, web application, associated website and related online services (together, “ARET Hub” or the “App”), and the provision of waste collection, transportation, disposal, segregation and recycling services, the sale of Goods, and every other service offered under the ARET brand (together, the “Services”) by ARET Environmental Services Limited, a business entity registered under the laws of the Federal Republic of Nigeria with its registered office at 576 Oron Road, Uyo, Akwa Ibom State, Nigeria (“ARET”, “the Service Provider”, “we”, “us” or “our”).

This Agreement is entered into between ARET and any person or entity who registers for, subscribes to, or otherwise uses the App or the Services, whether as an (i) Individual/Private Client, being a natural person who subscribes for Services for personal, household or non-commercial use; or (ii) Business/Corporate Client, being a company, partnership, sole proprietorship, event centre, estate, association or other organisation that subscribes for Services for commercial, institutional or organisational premises (each a “Client”, “User”, “you” or “your”, and together with ARET, the “Parties”).

WHEREAS: (a) ARET is a reputable business outfit engaged in waste collection, disposal, management and recycling in Nigeria, strictly adhering to applicable safety standards and norms, and operates the App to allow Clients to subscribe to, schedule, pay for and manage waste collection Services online; (b) ARET is committed to the highest standards of ethics, honesty, integrity, diligence and dedication in providing safe, reliable and efficient waste management services; and (c) each Client, by creating an account, selecting a Subscription Plan, or otherwise using the App, agrees to be bound by this Agreement.

Note: Where a clause below applies only to Individual/Private Clients or only to Business/Corporate Clients, it is labelled accordingly. Unlabelled clauses apply to both categories of Client.

1. ACCEPTANCE OF TERMS

1. By (i) creating an account on the App, (ii) checking a box or clicking a button marked “I Agree”, “Subscribe” or similar, (iii) selecting and paying for a Subscription Plan, or (iv) otherwise accessing or using the App or the Services, you confirm that you have read, understood and agree to be legally bound by this Agreement, including the Cancellation Policy (Clause 9) and Refund Policy (Clause 10) below.

2. If you do not agree to this Agreement, you must not create an account, subscribe to a Subscription Plan, or otherwise use the App or the Services.

3. If you are subscribing on behalf of a Business/Corporate Client, you confirm that you are duly authorised to bind that entity to this Agreement, and references to “you” and “Client” in that context refer to the entity on whose behalf you act.

4. A Business/Corporate Client may additionally be asked to execute a signed corporate copy of this Agreement in the form of the Execution page at Clause 31, in which event the signed copy and the in-App acceptance shall together constitute a single Agreement between the Parties, and in the event of conflict the signed copy shall prevail.

5. You must be at least 18 years of age, or the age of legal majority in your jurisdiction, and have the legal capacity to enter into contracts, to register as an Individual/Private Client.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires, the following expressions shall bear the following meanings:

1. Clause headings are for convenience only and do not affect interpretation.

2. Words importing the singular include the plural and vice versa, and words importing a gender include every gender.

3. A reference to a statute or regulation includes any amendment, re-enactment or replacement of it.

3. THE APP AND SCOPE OF SERVICES

3.1 Function of ARET Hub

ARET Hub is the platform through which a Client may: register and manage an account; make payments and fund its Account Balance; browse, select and manage a Subscription Plan; track a Collection Schedule and the status of a booked collection; schedule collections and, where permitted under Clause 3.3, request changes; purchase Goods; access and use every other service ARET makes available under the ARET brand from time to time; receive notifications of collection, schedule changes or fee adjustments; raise support requests; and communicate with ARET regarding its account, Services and Goods, in each case subject to this Agreement.

3.2 Scope of the Services

Subject to the Client's Account Balance being funded in accordance with Clause 6.2 and the Client's compliance with its obligations under this Agreement, ARET shall render the following Services to the Client for the corresponding period of service:

1. Collection, transportation and lawful disposal of Waste from the Client's registered premises in accordance with the selected Subscription Plan and Collection Schedule.

2. Segregation and recycling of appropriate recyclable materials in accordance with ARET's sustainability practices.

3. Provision of waste bins, waste bags or other collection receptacles where this is stated as included in the Client's Subscription Plan.

4. Compliance with all applicable environmental laws, regulations and standards governing waste collection, transportation and disposal in Nigeria.

5. Any additional or bespoke services agreed between the Parties in writing (including through in-App confirmation) and, where chargeable, at the additional fee disclosed to and accepted by the Client before the service is performed.

Except as otherwise agreed in writing, the Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them, and neither Party may hold itself out as an agent of the other.

3.3 On-demand requests and Scheduled Pickups

1. A Client whose Subscription Plan includes a Scheduled Pickup may, in addition to that Collection Schedule, use the App's one-time request function to book a separate, additional pickup at another time, subject to a sufficient Account Balance under Clause 6.2 and payment of the applicable one-time pickup fee.

2. The one-time request function may not be used to bring forward, reschedule or expedite a Scheduled Pickup to an earlier date or time. A Scheduled Pickup will only be collected on the day(s) and within the window fixed under the Client's Subscription Plan; any request to have it collected earlier will be treated, and charged, as a separate one-time pickup and does not substitute for, or accelerate, the Scheduled Pickup.

3.4 Collection Windows and Office Hours

1. Scheduled Pickups and one-time collections are carried out between 6:00am and 6:00pm, or such other window as is specified for the Client's Subscription Plan or one-time booking in the App.

2. ARET's office and customer support desk operate from 8:00am to 5:00pm on Working Days. A request made outside these hours will be attended to on the next Working Day, save for a safety emergency reported through the App.

4. ELIGIBILITY, REGISTRATION AND ACCOUNT

1. To subscribe to the Services, a Client must register an account on the App and provide accurate, current and complete information, including full name (or registered business name), address of the premises to be serviced, valid phone number, email address and, for Business/Corporate Clients, business registration details (e.g., CAC registration number) and the name and designation of the authorised signatory.

2. The Client is responsible for maintaining the confidentiality of its account login credentials and for all activity that occurs under its account. ARET should be notified promptly of any suspected unauthorised use.

3. Each Client may operate one active account per premises unless ARET agrees otherwise in writing. A Business/Corporate Client with multiple premises may register a separate sub-account or Subscription Plan for each premises.

4. ARET reserves the right to verify the information provided, to decline registration, or to suspend an account where information provided is false, misleading or cannot be verified.

5. SUBSCRIPTION PLANS AND FEES

1. The Client shall select a Subscription Plan through the App and shall pay ARET the corresponding Subscription Fee as set out in Schedule A (for Individual/Private Clients) or Schedule B (for Business/Corporate Clients), or as otherwise displayed in the App at the point of subscription.

2. In addition to the Subscription Fee, a first-time Client shall pay ARET the one-time Registration Fee set out in Schedule A or Schedule B upon creating an account and subscribing to a Subscription Plan for the first time. The Registration Fee is a one-time, non-refundable charge under all circumstances, including during the Cooling-Off Period referred to in Clause 9.2, and is dealt with further at Clause 10.2(a).

3. All fees are quoted in Nigerian Naira (₦) and, unless stated otherwise in the App, are exclusive of any applicable value-added tax (VAT) or other statutory levy, which shall be added to the amount charged where applicable.

4. ARET may introduce new Subscription Plans, or amend the pricing of an existing plan, from time to time. Any fee change affecting a Client's active Subscription Plan shall be notified to the Client through the App and/or by email or SMS at least fourteen (14) days before it takes effect, and shall apply from the Client's next Billing Cycle following that notice. A Client who does not agree to a fee increase may cancel in accordance with Clause 9 before the change takes effect, without penalty.

5. Business/Corporate Clients with bespoke volume, frequency or multi-site requirements may agree a tailored Subscription Plan and fee schedule with ARET in writing (including via the App's business-account request flow), which shall be incorporated into Schedule B by reference.

6. Unless a bespoke multi-site or multi-unit plan has been agreed in writing under Clause 5(e), a Subscription Plan covers a single Unit only, being one self-contained residential or commercial unit, flat, apartment or standalone house at one premises. A Subscription Plan does not cover, and may not be used for, a building containing multiple self-contained units, a block of flats, an estate, or more than one house; the occupant, owner or manager of each additional Unit or house must register and maintain its own separate Subscription Plan, or the relevant Business/Corporate Client must agree a bespoke multi-site/multi-unit plan with ARET under Clause 5(e).

6. PAYMENT TERMS AND ACCOUNT BALANCE

6.1 Payment method and charges

1. Subscription Fees, one-time pickup fees and the Registration Fee are payable online through the payment methods enabled on the App (which may include debit/credit card, bank transfer, USSD or licensed mobile-money channels processed via ARET's third-party payment processor). By providing payment details, the Client authorises ARET (or its payment processor) to charge the applicable amount to fund its Account Balance.

2. No cash payment is accepted under any circumstance, whether to ARET's office, a driver, or any other field personnel; all payments must be made through the App using an enabled digital payment method, save as provided in Clause 6.1(c).

3. Where a Client reports, through the App or ARET's support channel, an issue preventing payment through the App's online payment tool, ARET may, at its sole discretion, provide the Client with ARET's official bank account details for the Client to make payment by direct bank transfer instead. A payment made under this Clause 6.1(c) is a bank transfer to ARET's account, and not a cash payment, and does not fund the Client's Account Balance until ARET confirms receipt and reconciles the payment against the Client's account, which ARET will do as soon as reasonably practicable.

4. The Client is solely responsible for any bank, card-scheme, transfer, USSD or payment-processor charges arising from making a payment (including a payment made under Clause 6.1(c)) or receiving a refund; such charges do not form part of, and are not borne by, ARET.

6.2 Prepaid Account Balance

1. Services under this Agreement are provided strictly on a prepaid basis. The Client funds its Account Balance by paying the applicable Subscription Fee, for Individual/Private and Business/Corporate Clients alike, or the applicable one-time pickup fee, in advance, and ARET provides the Services for the corresponding period of service, being the Billing Cycle or the specific pickup(s) paid for, as applicable.

2. ARET does not send invoices in arrears or extend credit for Services. No collection will be scheduled, dispatched or performed unless the Client's Account Balance is sufficient to cover it.

3. Where a Client's Account Balance reaches zero, ARET is not obliged to render, and shall automatically suspend, further Services until the Client funds its account with a further payment. No collection will be scheduled or performed while the Account Balance is zero, and this suspension is automatic and does not require prior notice.

4. For a recurring Billing Cycle plan, ARET will attempt to charge the Client's saved payment method to fund the next period's Account Balance at the end of the current Billing Cycle, in accordance with Clause 7. Where that charge is unsuccessful, the Account Balance falls to zero and Clause 6.2(c) applies until the Client makes payment; the Client is responsible for keeping its payment information current to avoid an interruption of this kind.

5. Suspension of Services for a zero Account Balance under this Clause 6.2 is not, of itself, a cancellation or termination of the Client's Subscription Plan, and Services resume automatically once the Account Balance is funded.

7. SUBSCRIPTION TERM, RENEWAL AND AUTO-RENEWAL

1. A Subscription Plan commences on the date the Client's first payment is successfully processed and continues for the Billing Cycle selected by the Client, during which ARET provides the Services in accordance with Clause 6.2 (Prepaid Account Balance).

2. Unless cancelled in accordance with Clause 9, a Subscription Plan automatically renews at the end of each Billing Cycle for a further Billing Cycle of the same duration, at the then-current Subscription Fee for that plan, subject to the Client's Account Balance being successfully funded under Clause 6.2(d).

3. Before a Client's first payment is taken, ARET shall clearly and conspicuously disclose: the Subscription Fee and Billing Cycle; that the subscription will automatically renew unless cancelled; the mechanism and deadline for cancelling; and any minimum commitment period applicable to that plan. ARET will not charge a Client's payment method without the Client's express informed consent to these terms.

4. ARET will send a renewal reminder through the App and/or by email or SMS in advance of each auto-renewal charge, stating the amount to be charged and the renewal date, save for on-demand, pay-per-pickup plans that carry no recurring charge.

5. A Business/Corporate Client's Subscription Plan may additionally specify a minimum term (e.g., annually renewable), in which case the notice periods for termination in Clause 9 shall apply in place of simple auto-renewal cancellation for that plan.

8. OBLIGATIONS OF ARET (SERVICE PROVIDER)

Throughout the duration of a Client's active Subscription Plan, ARET agrees and undertakes to:

1. Collect, transport and dispose of Waste in a safe, lawful and timely manner in accordance with the Collection Schedule.

2. Provide waste bins, waste bags or other required equipment where included in the Client's Subscription Plan.

3. Comply with all applicable laws, regulations and environmental guidelines governing waste collection, transportation and disposal in Nigeria.

4. Perform scheduled collections without undue delay, and promptly notify the Client through the App of any change to the Collection Schedule, fees or disposal methods.

5. Implement proper recycling practices consistent with ARET's environmental sustainability standards.

6. Deploy suitably trained personnel and equipment, exercising due care, skill and diligence in providing the Services in accordance with applicable safety procedures and practices.

7. Maintain the App in a reasonably operational state, and provide reasonable customer support for account, billing, scheduling and cancellation queries through the channels made available in the App.

8. Uphold professional and ethical standards of conduct in all dealings with Clients.

9. CANCELLATION POLICY

This Clause 9 sets out how a Client may cancel a Subscription Plan. It is designed to be at least as simple as subscribing, consistent with applicable consumer-protection good practice, including the principle that cancellation should be no more difficult than sign-up.

9.1 Right to cancel

1. A Client may cancel its Subscription Plan at any time, for any reason, by using the “Cancel Subscription” function in the App's account settings, or by submitting a cancellation request through the App's support/help channel, without needing to speak to a retention agent or take any step more burdensome than those required to originally subscribe.

2. ARET will confirm receipt of a cancellation request within twenty-four (24) hours (or the next Working Day) and will process the cancellation without unreasonable delay.

3. No cancellation fee is charged to Individual/Private Clients on standard rolling (month-to-month or pay-per-pickup) Subscription Plans.

9.2 Cooling-off period for new subscriptions

1. A Client who subscribes to a new Subscription Plan for the first time may cancel that subscription within seven (7) days of the initial subscription (the “Cooling-Off Period”) for a full refund of the Subscription Fee paid for that period, provided that no collection has yet been performed under it. Where a collection has already been performed within the Cooling-Off Period, ARET may deduct a reasonable amount reflecting the value of the Service already rendered before refunding the balance. For the avoidance of doubt, the refund available under this Clause 9.2 applies only to the Subscription Fee and does not extend to the one-time Registration Fee referred to in Clause 5(b), which remains non-refundable in all circumstances under Clause 10.2(a).

9.3 Notice period — Individual/Private Clients

1. Cancellation of a rolling monthly or pay-per-pickup plan takes effect at the end of the Billing Cycle in which the cancellation request is made, and the Client will not be charged for any subsequent Billing Cycle, provided the request is submitted at least two (2) Working Days before the next scheduled renewal or pickup date. A request submitted after that point will take effect from the following Billing Cycle, and the Client remains liable for Services already scheduled or rendered in the current cycle.

2. Where an Individual/Private Client has subscribed to a fixed-term plan carrying a discounted rate, early cancellation before the end of the fixed term may attract a reasonable early-exit charge disclosed to the Client at the point of subscription, calculated to reflect only the discount benefit already received and not as a penalty.

9.4 Notice period — Business/Corporate Clients

1. A Business/Corporate Client may cancel a standard (non-fixed-term) Subscription Plan by giving at least thirty (30) days' written notice through the App or by email to ARET's business support channel, or by paying ARET a sum equivalent to thirty (30) days' Subscription Fee in lieu of notice.

2. Where a Business/Corporate Client has entered a fixed-term Subscription Plan (e.g., an annually renewable plan under Clause 7(e)), the Party seeking to terminate before renewal shall give at least three (3) months' written notice, in the case of ARET, or one (1) month's written notice, in the case of the Client, or, in either case, may pay the other Party a sum equivalent to the notice period's fees in lieu of notice.

3. Either Party may terminate this Agreement with immediate effect on written notice if the other Party commits a material breach of this Agreement that is not remedied within fourteen (14) days of written notice of the breach, or becomes insolvent, is wound up, or ceases to carry on business.

9.5 Cancellation by ARET

1. ARET may suspend or cancel a Client's Subscription Plan on reasonable notice where: the Client is in breach of this Agreement; the Client's premises repeatedly present Waste that is unsafe, hazardous or non-compliant with Clause 12; the Client engages in prohibited use of the App under Clause 13; or ARET ceases to offer the Service in the Client's area, in which case ARET will provide at least thirty (30) days' notice and a pro-rated refund of any unused prepaid Subscription Fee under Clause 10. For the avoidance of doubt, the automatic suspension of Services for a zero Account Balance under Clause 6.2(c) is not itself a cancellation under this Clause 9.5, and Services resume automatically once the Client funds its Account Balance.

9.6 Effect of cancellation

1. On cancellation, the Client's access to book further collections ends at the close of the final paid Billing Cycle (or immediately, where ARET cancels for breach), no further Subscription Fees will be charged, and any relevant refund will be processed in accordance with Clause 10.

2. Cancellation does not affect any fees, penalties or other sums that accrued before the effective date of cancellation, which remain payable.

3. Following cancellation, the Client's account data will be retained or deleted in accordance with ARET's Privacy Policy and Clause 20 (Data Protection).

10. REFUND POLICY

This Clause 10 sets out when a Client is entitled to a refund in respect of the Services. Nothing in this Clause limits any non-excludable statutory right a Client has under the FCCPA or other applicable Nigerian consumer-protection law, including the right to a refund, repair or replacement where a Service is not rendered as agreed; no provision of this Agreement, the App, or any related notice shall be read as a blanket “no-refund” policy or as waiving such statutory rights. Where a Client has purchased Goods through the App, the separate returns policy at Clause 28 (Purchases of Goods Through the App and Returns) applies instead of this Clause 10.

10.1 When a refund is due

1. Cooling-Off Period: as set out in Clause 9.2, in full or in part as applicable, and excluding the Registration Fee in every case.

2. Service not rendered: where ARET fails to perform a scheduled collection through its own fault (and not due to a Client-caused failure under Clause 10.2(c)), the Client is entitled, at its election, to a free make-up collection at the next available slot or a refund/credit of the fee attributable to that missed collection.

3. Overcharge or billing error: any amount charged in excess of the correct Subscription Fee will be refunded in full within the timeframe in Clause 10.3(b), or credited to the Client's account at the Client's election.

4. Cancellation with unused prepaid balance: where a Client has prepaid for a period of Service (e.g., a monthly or annual plan) and cancels part-way through that period in accordance with Clause 9, ARET will refund the pro-rated value of the remaining, unused portion of that period, calculated on a daily basis, less any early-exit charge properly due under Clause 9.3(b) or 9.4 and net of any deduction properly made under Clause 10.3(b).

5. ARET-initiated cancellation: where ARET cancels a Subscription Plan otherwise than for the Client's breach (e.g., under Clause 9.5), any unused prepaid balance is refunded in full, subject only to Clause 10.3(b).

10.2 When a refund is not due

No refund is available in the following circumstances. Where the circumstance arises from the Client's own act, omission or breach, ARET may, at its sole and absolute discretion, offer to reschedule the affected collection or Service to a later date instead of any refund, but is under no obligation to do so, and no refund shall be due in any such case whether or not a reschedule is offered:

1. The one-time Registration Fee referred to in Clause 5(b) is non-refundable under all circumstances, including cancellation within the Cooling-Off Period under Clause 9.2, cancellation for any other reason, and termination of the Agreement by either Party. This item is not affected by ARET's discretion to reschedule, as no collection is attached to the Registration Fee.

2. Fees for collections already performed, or Services already rendered, are not refundable.

3. Where a scheduled collection could not be completed due to the Client's failure to make Waste available, grant site access, or comply with Clause 12 (Client Obligations), the fee for that pickup is not refundable. ARET may, at its sole discretion, offer to reschedule the collection to a later date instead, but is not obliged to do so.

4. Any early-exit charge properly due under Clause 9.3(b) or 9.4 is not refundable.

5. No refund is due, in whole or in part, where the Client is in breach of this Agreement, or where the event giving rise to the refund request arises from the Client's own failure to comply with applicable waste management laws and regulations, safety requirements, or the standards and best practices required of the Client under Clause 12 (Client Obligations) or Clause 13 (Prohibited Use of the App). ARET may, at its sole discretion, offer to reschedule the affected collection instead, but is under no obligation to do so.

10.3 How refunds are processed

1. A refund request may be raised through the App's support channel or any other Approved Channel, and ARET will acknowledge the request within two (2) Working Days.

2. Where a refund is approved, ARET will remit it to the original payment method used by the Client within ten (10) Working Days of approval, less any bank, card-scheme or payment-processor charges for which the Client is responsible under Clause 6.1, save where the original channel cannot accept a refund, in which case ARET will agree an alternative method (e.g., bank transfer) with the Client.

3. Where a Client disputes a charge directly with its bank or card issuer (a chargeback) without first raising the matter with ARET, ARET reserves the right to suspend the Client's account pending resolution of the dispute.

11. MISSED PICKUPS AND SERVICE STANDARDS

1. ARET will use reasonable efforts to collect Waste within the time window notified for each Collection Schedule. Occasional delays of up to two (2) hours due to traffic, weather or operational constraints shall not constitute a missed pickup.

2. A Client may report a missed pickup through the App or another Approved Channel within twenty-four (24) hours of the scheduled collection window. Where ARET confirms the pickup was missed due to its own fault, Clause 10.1(b) applies.

3. Repeated missed pickups (three or more in a rolling three-month period, attributable to ARET) entitle the Client to terminate the affected Subscription Plan immediately on notice, with a pro-rated refund under Clause 10.1(d), without any early-exit charge.

12. CLIENT OBLIGATIONS

Throughout the duration of its Subscription Plan, the Client agrees and undertakes to:

1. Pay all Subscription Fees and other sums properly due under this Agreement when due, and promptly notify ARET of any anticipated delay in payment.

2. Properly separate Waste into the designated categories requested by ARET (e.g., recyclables, organic, general, hazardous).

3. Comply with all waste management laws and regulations applicable in the Client's jurisdiction.

4. Grant ARET's personnel reasonable access to the collection point at the scheduled collection times.

5. Deposit Waste only in the bins, bags or receptacles provided or specified by ARET, and in the quantities permitted under the Subscription Plan.

6. Ensure that Hazardous Waste (as defined in Clause 2, including without limitation asbestos, fluorescent bulbs and other mercury-containing lamps, chemicals, acids, paints, contagious or biomedical waste, and explosives or explosive materials including aerosol or pressurised cans capable of exploding) is never placed with, or presented as part of, ordinary Waste for a Scheduled Pickup or one-time collection. Hazardous Waste is forbidden from standard collection and must be arranged as a separate, bespoke pickup with ARET's prior written agreement (and, where applicable, an additional fee) before it is presented for collection.

7. Make Waste available for collection in accordance with the agreed Collection Schedule and avoid requesting unscheduled pickups outside the App's booking flow.

8. Keep account and premises information up to date in the App, and act in good faith and cooperate with ARET's sustainability and recycling initiatives, following best waste management practices at all times, including in the segregation, storage and presentation of Waste for collection.

9. Not contact, and not attempt to contact, ARET's field personnel (drivers and collection crew) for any purpose other than directing them to the exact collection point within the registered service area at the time of a scheduled or booked collection. All scheduling, rescheduling, complaints, special requests and other arrangements must be made through the App or ARET's office/support channel, and not directly with field personnel. Any agreement, scheduling or rescheduling purportedly made directly with a driver or other field operator is not binding on ARET, and any such contact outside the permitted purpose above is a breach of this Agreement by the Client.

10. Ensure that Waste presented for collection is not the product of, and does not contain evidence relating to, any criminal activity. The Client is solely responsible for the contents of Waste presented at its premises and shall cooperate fully with, and bear responsibility arising from, any investigation by a law enforcement or regulatory authority into the contents of Waste collected from its premises; ARET is not responsible for inspecting, verifying or investigating the origin or contents of Waste beyond confirming compliance with the categories referred to in Clause 12(b).

13. PROHIBITED USE OF THE APP

The Client shall not, and shall not permit any third party to:

1. use the App for any unlawful purpose, including the disposal of Hazardous Waste not agreed in writing, or waste generated at a premises other than the Client's registered address;

2. share, resell or sublicense its account access, or misrepresent itself as a different category of Client (e.g., registering a commercial premises as an Individual/Private Client) to obtain more favourable pricing;

3. attempt to interfere with, reverse-engineer, decompile or gain unauthorised access to the App or its underlying systems;

4. submit false information, engage in payment fraud, or abuse the Cooling-Off Period or refund process in bad faith;

5. act abusively, threateningly or unsafely towards ARET's personnel;

6. transmit, upload, post or share through the App, including via any in-App chat, support or messaging feature, any pornographic, sexually explicit or obscene material, any abusive, harassing or discriminatory content, or any threat of violence or harm to any person or property; or

7. attempt to circumvent, disable or interfere with any security feature of the App, or use the App on a jailbroken, rooted or otherwise modified device in a manner that compromises its security controls.

A breach of this Clause 13 entitles ARET to immediately suspend or terminate the Client's account under Clause 9.5, remove the offending content, and, where applicable, pursue recovery of any resulting loss or report the matter to the Nigeria Police Force or other competent authority (in particular for content involving a threat to safety or a criminal offence). See also Clause 29 (Platform Monitoring and Acceptable Use of the App).

14. SUSPENSION OF SERVICE

1. In addition to the automatic suspension for a zero Account Balance under Clause 6.2(c), ARET may temporarily suspend the App or the Services for scheduled maintenance, safety reasons, or circumstances beyond its reasonable control, and will endeavour to give the Client reasonable notice through the App where practicable.

2. Suspension under this Clause 14 does not, of itself, terminate the Subscription Plan, and normal billing and Collection Schedule resume once the suspension is lifted, save that the Billing Cycle may be extended by the period of any ARET-caused suspension exceeding forty-eight (48) hours, at the Client's election.

15. LIABILITY AND INDEMNITY

1. ARET shall not be liable for any loss or damage arising from the Client's improper segregation, packaging or disposal of Waste, or from Hazardous Waste not disclosed in accordance with Clause 12(f).

2. The Client shall indemnify and hold ARET harmless against claims, losses, fines or damages arising from the Client's non-compliance with applicable waste disposal regulations or breach of this Agreement.

3. Save in respect of death, personal injury or fraud (which liability is not excluded or limited), ARET's aggregate liability to a Client under this Agreement in any twelve (12)-month period shall not exceed the total Subscription Fees paid by that Client to ARET in that period.

4. ARET shall maintain insurance coverage appropriate to its waste collection and disposal operations.

5. Neither Party shall be liable for indirect or consequential loss, including loss of profit or business opportunity, save where such loss arises from that Party's fraud or wilful default.

16. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than a payment obligation) to the extent that such failure or delay results from an event beyond that Party's reasonable control, including natural disaster, fire, flood, epidemic, civil unrest, strike, governmental action or restriction, or failure of public infrastructure. The affected Party shall notify the other as soon as reasonably practicable and shall resume performance as soon as reasonably possible.

17. INTELLECTUAL PROPERTY

The App, including its software, design, trademarks, logos and content, is owned by or licensed to ARET and is protected by applicable intellectual property laws. The Client is granted a limited, non-exclusive, non-transferable licence to use the App solely to access the Services during the term of its Subscription Plan. No other rights are granted, and the Client shall not copy, modify, distribute or create derivative works from the App save as permitted by applicable law.

18. AMENDMENTS TO THIS AGREEMENT

1. ARET may update this Agreement from time to time, including to reflect changes in the Services, pricing structure, or applicable law.

2. Material changes will be notified to Clients through the App and/or by email or SMS at least fourteen (14) days before they take effect. Continued use of the App or the Services after that date constitutes acceptance of the updated Agreement; a Client who does not agree may cancel in accordance with Clause 9 before the change takes effect, without penalty.

3. Non-material changes (e.g., clarifications that do not affect Client rights or obligations) may take effect immediately upon posting in the App.

19. COMMUNICATIONS AND NOTICES

1. Notices to the Client under this Agreement may be given through the App, or by email or SMS to the contact details on the Client's account, and shall be deemed received when sent.

2. A formal legal Notice to ARET (as distinct from a routine report, complaint or request under Clause 19(c)) must be given in writing through the App's support channel or to the email/postal address stated on the title page of this Agreement, or such other address as ARET notifies from time to time.

3. A report, complaint or request that this Agreement permits a Client to raise with ARET (including a missed-pickup report, a refund or return request, a security report, or a general complaint) may be made through the App or any other Approved Channel, save where a specific Clause states that it must be made through the App only. ARET will aim to acknowledge a report, complaint or request made through an Approved Channel within the same timeframe as if it had been made through the App, but a channel other than the App may take longer to reach the right team, and the Client should use the App where a prompt response is needed.

20. DATA PROTECTION AND PRIVACY

1. ARET processes personal data collected through the App (including name, contact details, address and payment information) in accordance with the Nigeria Data Protection Act 2023 and ARET's Privacy Policy, available at https://aretenvironmental.com/privacy.html, which is incorporated by reference into this Agreement.

2. Personal data is used to create and manage the Client's account, schedule and perform collections, process payments, provide customer support, and comply with legal obligations, and is not sold to third parties.

3. By using the App, the Client agrees that ARET may save and store the Client's personal data and use it to communicate with the Client (including by app notification, SMS, phone call or email) as reasonably required for account administration, service delivery, billing, scheduling, support and the other purposes described in this Agreement and ARET's Privacy Policy.

4. The Client may exercise its data protection rights (including access, correction and deletion, subject to legal retention requirements) by contacting ARET through the App or another Approved Channel, as referred to in Clause 19.

21. DISPUTE RESOLUTION

1. If any dispute, difference or controversy arises out of or in connection with this Agreement, the Parties shall first attempt to resolve it amicably through good-faith negotiation, including via ARET's in-App support channel.

2. If the dispute is not resolved by negotiation within thirty (30) days, either Party may refer it to mediation before a mutually agreed mediator.

3. If the dispute remains unresolved following mediation, either Party may institute legal proceedings before a competent court in Nigeria, without prejudice to either Party's right to seek urgent interim relief (such as an injunction) from a court of competent jurisdiction at any time where justified.

22. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Subject to Clause 21, the Parties submit to the non-exclusive jurisdiction of the competent courts of Akwa Ibom State, Nigeria.

23. ASSIGNMENT

The Client may not assign, transfer or sublicense its rights or obligations under this Agreement without ARET's prior written consent. ARET may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its relevant business, on notice to the Client, provided the assignee assumes ARET's obligations under this Agreement.

24. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with one of similar commercial effect.

25. ENTIRE AGREEMENT

1. This Agreement, together with the Schedules, the App's in-flow disclosures at subscription, and the Privacy Policy, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements, understandings or representations, whether written or oral.

2. This Agreement takes effect, for each Client, from the date that Client accepts it under Clause 1, and, for a Business/Corporate Client that executes a signed corporate copy under Clause 31, additionally from the date of signature.

26. NO WAIVER

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of it.

27. THIRD-PARTY SERVICE PROVIDERS

Payment processing on the App may be provided by a licensed third-party payment processor. ARET is not responsible for the acts or omissions of such processor, save to the extent required by applicable law, and the processor's own terms and privacy policy will also apply to payment transactions.

28. PURCHASES OF GOODS THROUGH THE APP AND RETURNS

In addition to the Services, the App may allow a Client to purchase physical Goods directly from ARET, such as waste bins, waste bags, recycling containers or other waste-management equipment. This Clause 28 governs such purchases and applies in place of Clause 10 (Refund Policy), which governs refunds relating to the Services only.

28.1 Sale of Goods

1. Goods are described and priced on the App at the point of purchase, and a binding sale is concluded only once ARET confirms the Client's order and payment through the App.

2. Ownership of, and risk in, Goods purchased through the App passes to the Client on delivery or collection, as applicable.

28.2 Returns eligibility

1. A Client may request to return a Good purchased through the App only where the Good is unused, unopened (in its original packaging with seals intact) and undamaged, and the request is made within seven (7) days of delivery or collection.

2. Change of mind is not a valid ground for return. A Good that has been correctly supplied in accordance with the Client's order is not returnable merely because the Client no longer wants it, has found it cheaper elsewhere, or has changed their mind for any similar reason.

3. This Clause 28.2 is without prejudice to any non-excludable statutory right the Client has under the FCCPA or other applicable Nigerian consumer-protection law in respect of a Good that is defective, materially not as described, or incorrectly supplied, which is not excluded by this Agreement.

28.3 Return process, assessment and refunds

1. To request a return, the Client must first contact ARET through the App's support channel or another Approved Channel, stating the reason for the return; ARET may request photographs of the Good and will provide instructions for its return.

2. The cost of returning a Good to ARET, including any waybill, courier or delivery charge, is the Client's sole responsibility.

3. Once ARET receives the returned Good, ARET will assess it against the eligibility criteria in Clause 28.2, and this assessment, together with the processing of any resulting refund, may take up to seven (7) days from ARET's receipt of the returned Good.

4. A refund approved under this Clause 28 will be processed to the Client's original payment method in accordance with Clause 10.3(b) (including the Client's responsibility for bank and payment-processor charges under Clause 6.1), or, at the Client's election, credited to the Client's Account Balance.

5. Where a return is assessed as not meeting the eligibility criteria in Clause 28.2 (for example, because the Good has been used, opened or damaged, otherwise than due to a defect present at delivery), ARET will notify the Client and may, at its discretion, either return the Good to the Client at the Client's cost or dispose of it in accordance with the App's stated process.

29. PLATFORM MONITORING AND ACCEPTABLE USE OF THE APP

This Clause 29 sets out standards of acceptable use for the App and its communication features, consistent with generally accepted best practice for mobile application terms of use. By creating an account and using the App, the Client accepts these standards.

29.1 Monitoring

1. The Client acknowledges and agrees that ARET may monitor use of the App and communications sent through it (including in-App chat, support messages and any other messaging feature) for the purposes of quality assurance, customer support, safety, fraud prevention, dispute resolution and compliance with this Agreement and applicable law.

2. Monitoring under this Clause 29.1 is carried out in accordance with the NDPA and ARET's Privacy Policy (Clause 20), and communications data is retained only for as long as reasonably necessary for those purposes.

29.2 Prohibited communications

The prohibitions on pornographic, abusive, discriminatory and threatening content, and on other prohibited conduct, are set out in Clause 13 (Prohibited Use of the App), and apply to all communications sent through the App.

29.3 Device compatibility, permissions and updates

1. The Client is responsible for procuring and maintaining a compatible device, operating system and internet connectivity necessary to access and use the App.

2. The App may request permission to access device features such as location (to confirm the Client's collection address and optimise routing), camera (to upload photos of Waste or a missed-pickup report), and push notifications (to send collection reminders and service updates). Such permissions are used solely for the purposes for which they are requested and may be withdrawn by the Client through their device settings, save that withdrawing a permission necessary for a feature may limit the Client's ability to use that feature.

3. ARET may release updates to the App from time to time to improve functionality, security or compliance. The Client should install updates promptly; ARET is not liable for any degradation in service caused by the Client's use of an outdated version of the App.

4. Where the App is downloaded via a third-party platform (such as the Apple App Store or Google Play Store), the Client's use of the App is additionally subject to that platform's own terms of service, and nothing in this Agreement limits any right the Client has directly against that platform.

29.4 Platform security

1. The Client shall not attempt to circumvent, disable or interfere with any security feature of the App, and shall promptly report any suspected security vulnerability or unauthorised access to ARET through the App's support channel or another Approved Channel.

2. A breach of this Clause 29 is treated in accordance with Clause 13 (Prohibited Use of the App) and may result in suspension or termination of the Client's account under Clause 9.5.

30. REWARD SCHEMES AND PROMOTIONS

1. ARET may, from time to time, introduce loyalty points, referral bonuses, discounts, promotions or other reward schemes for Clients (each, a “Reward Scheme”).

2. Any Reward Scheme is run entirely at ARET's discretion, including as to its existence, eligibility criteria, structure, value, duration and the manner in which rewards may be earned, redeemed or expire. ARET may modify, suspend or discontinue a Reward Scheme, or a Client's participation or accrued rewards under it, at any time, without liability to the Client, save in the case of fraud or bad faith on ARET's part.

3. A Reward Scheme, and any change to it, will be communicated to Clients through the App and/or by email or SMS from time to time, and its specific terms (as communicated) apply in addition to this Agreement. Nothing in this Clause 30, or in any Reward Scheme, obliges ARET to introduce, continue or reinstate any particular Reward Scheme.

4. Rewards have no cash value except as expressly stated in the applicable Reward Scheme, are not transferable other than as that Reward Scheme permits, and do not form part of, and may not be applied to reduce, the Registration Fee.

31. ACCEPTANCE AND EXECUTION

31.1 Individual/Private Clients

For an Individual/Private Client, acceptance of this Agreement is recorded electronically by the App at the point described in Clause 1, capturing the Client's name, contact details, and the date and time of acceptance. This electronic acceptance is valid and binding and need not be supplemented by a physical signature.

31.2 Business/Corporate Clients

A Business/Corporate Client's acceptance is likewise recorded electronically under Clause 1. Where ARET and the Business/Corporate Client agree that a signed corporate copy is also required (see Clause 1(d)), the following execution block applies:

IN WITNESS WHEREOF the Parties have executed this Agreement in the manner below.

Signed for and on behalf of the Client:

Signature: ______________________________

Name: __________________________________

Position: ________________________________

Date: ___________________________________

In the presence of (Witness) — Name / Address / Occupation / Signature:

________________________________________________

Signed for and on behalf of ARET Environmental Services Limited (Service Provider):

Signature: ______________________________

Name: __________________________________

Position: ________________________________

Date: ___________________________________

In the presence of (Witness) — Name / Address / Occupation / Signature:

________________________________________________

SCHEDULE A — INDIVIDUAL/PRIVATE CLIENT SUBSCRIPTION PLANS

ARET undertakes to provide the Client with the waste collection Services described below, for the Subscription Fee stated, in accordance with the terms of this Agreement.

Prices are as displayed in the App at the point of subscription and prevail over this Schedule in the event of any inconsistency arising from a subsequent App price update made in accordance with Clause 5(d). The Registration Fee is payable once only, on first subscription, and is non-refundable in all circumstances under Clause 10.2(a).

SCHEDULE B — BUSINESS/CORPORATE CLIENT SUBSCRIPTION PLANS

ARET undertakes to provide the Business/Corporate Client with the waste collection Services described below, for the Subscription Fee stated, in accordance with the terms of this Agreement.

Bespoke fee schedules agreed in writing between ARET and a Business/Corporate Client under Clause 5(e) form part of this Schedule B for that Client. The Registration Fee is payable once only, on first subscription, and is non-refundable in all circumstances under Clause 10.2(a).

SCHEDULE C — CANCELLATION AND REFUND QUICK REFERENCE

This summary is provided for convenience only. In the event of any inconsistency, Clauses 9 and 10 of this Agreement prevail.