“OHMFLEX” TERMS AND CONDITIONS

PART 1: CORE PLATFORM TERMS

1. About these terms

1.1 Who we are. OhmFlex is operated by Escrow-Tech Nigeria Limited, a company incorporated in Nigeria under the Companies and Allied Matters Act 2020 with registration number: RC 8826047, (“OhmFlex”, “we”, “us”, “our”).

1.2 What OhmFlex is. OhmFlex is a platform for electricity monitoring, optimization and flexibility. Through OhmFlex you can connect compatible smart devices and hubs, monitor and control your electricity use, organise your devices into spaces and units, buy hardware and software from third parties through our marketplaces, and, where available, enrol devices in flexibility programmes and earn a share of the value they generate.

1.3 These terms. These Core Platform Terms, together with any Schedule that applies to you, the Privacy Policy, and any plan or pricing details we present to you at the point of purchase, form the agreement between you and us (the “Agreement”).

1.4 Schedules. The Schedules apply in addition to these Core Platform Terms. A Schedule binds you from the moment you first access the module it governs, and you will be asked to accept it separately at that point. If a Schedule conflicts with these Core Platform Terms, the Schedule prevails for that module only.

1.5 Relationship to HASIP. OhmFlex operates over infrastructure provided by HASIP, our group’s device and telemetry platform. Your agreement is with OhmFlex. You are not a party to any HASIP agreement by reason of using OhmFlex, and HASIP owes you no obligations under this Agreement.

1.6 Other Escrow Tech products. Your OhmFlex account is specific to OhmFlex. If you wish to use another Escrow Tech product you must register separately for it.

1.7 Where these terms apply. These terms govern your use of OhmFlex if you selected Nigeria as your country when you registered. Different terms apply in other countries. Your country’s selection determines the plans available to you, the currency you are charged in, the tax applied, and which merchants and products you can see.

1.8 Language and interpretation. This Agreement is made in English. Headings are for convenience only. “Including” means “including without limitation”. References to a statute include that statute as amended or replaced.

2. Accepting this Agreement

2.1 You accept this Agreement by ticking the acceptance box presented to you during registration and continuing. We will require you to open and view the document before the acceptance box becomes active.

2.2 By accepting, you confirm that you are at least 18 years old and have the legal capacity to enter into a binding contract. If you are registering on behalf of a company or other organi zation, you confirm you have authority to bind it, and “you” means that organization.

2.3 We keep a record of your acceptance, including the accepted version and the date and time. You can view and download every document you have accepted at any time from Documents and Agreements in your account. You agree that this electronic record is admissible and sufficient evidence of your acceptance, in accordance with section 84 of the Evidence Act 2011.

2.4 If you do not accept this Agreement, you cannot use OhmFlex.

3. Definitions In this Agreement: “App” means a software application supplied by an App Developer and made available through the App Marketplace. “App Developer” means a third party that publishes an App on the App Marketplace. “Comfort Window” means the operating limits you set for a Device, within which and only within which a Dispatch may be carried out. “Device” means a smart plug, switch, socket, sensor, orb or other compatible unit connected to the Platform through a Hub. “Dispatch” means an instruction issued through the Platform to switch, curtail, shift or otherwise vary the operation of an enrolled Device as part of a flexibility programme. “Flexibility Share” means the proportion of the value generated by your participation in a flexibility programme that is credited to your Wallet, as set out in Schedule B. “Hub” means the gateway unit that connects your Devices to the Platform. “Marketplace” means the hardware marketplace within the Platform. “Merchant” means a third party that lists physical products for sale on the Marketplace. “Plan” means the subscription plan you have selected, including its price, billing cycle and capacity limits. “Plan Capacity” means the maximum number of Devices and Hubs permitted under your Plan, as increased by any Overage you purchase. “Platform” means the OhmFlex mobile applications, web application and associated services. “Space” means a grouping of Devices you create, such as a room or area. “Telemetry” means data generated by or about your Devices and Hubs, including power, voltage, current, energy, connection status and command history. “Unit” and “Sub-Unit” mean the organizational levels available to corporate accounts under

Schedule E. “Wallet” means the record of amounts held to your credit within the Platform.

4. Registering and verifying your account

4.1 Registration. To register you must provide the information requested on the sign-up form. For an individual account this is your full name, email address, phone number, country and a password. For a corporate account this is your company name, company type, office address, company email address, registration status, contact person and phone number.

4.2 Verification of contact details. We verify your email address by sending a one-time code. You must be able to receive email at the address you give us; we use it for account security, billing, and service notices.

4.3 Identity verification. Access to the Platform is conditional on identity verification. Until your account is approved, your account status will show as pending and your access will be limited.

4.4 Documents. You must upload the documents we request. These vary by account type and may change. At the date of this Agreement we require:

(a) individual accounts: a national identity card, license, or residence permit; and

(b) corporate accounts : identification for the contact person, certificate of incorporation, letter of authorization, and where applicable a professional certificate or licence.

4.5 Further checks. We may ask for additional or updated documents at any time, including where required by law, by a payment provider, or where we have reason to doubt information you have given us.

4.6 Outcome. We may approve, reject or suspend your account. We are not obliged to give reasons for a rejection where doing so would compromise fraud prevention, but we will tell you the outcome. We do not commit to any timeframe for review and are not liable for delay.

4.7 Accuracy. You must give us accurate, current and complete information and keep it up to date. You are responsible for the consequences of information that is false, out of date or incomplete.

4.8 Retention of your documents. We retain identity documents for not longer than it is necessary to achieve the lawful bases for which it is collected under the Agreement and handle them in accordance with the Privacy Policy and the Nigeria Data Protection Act (NDPA) 2023.

5. Your account and its security

5.1 You are responsible for everything done through your account. Keep your password confidential and do not let anyone else use your credentials.

5.2 We strongly recommend enabling two-factor authentication. The Platform supports two-factor authentication by email and by authenticator application.

5.3 Tell us immediately if you suspect your account has been accessed without your authority.

5.4 One person or organization may hold one account. Sharing credentials is prohibited. This does not prevent you from sharing access to a Space using the Share Access feature (clause 9 and

Schedule E), which is the only permitted way to give another person access.

5.5 We may require you to re-authenticate, reset your password, or complete additional verification where we consider it necessary to protect your account.

6. Plans, fees and billing

6.1 Plans. Access to Device features requires an active Plan. Each Plan has a price, a billing cycle, and capacity limits expressed as a maximum number of Devices and a maximum number of Hubs. The Plans available to you, and their current prices and limits, are shown in the Platform before you purchase.

6.2 Currency and tax. You will be charged in Naira. Prices are shown exclusive of value added tax, which is applied at the rate we configure for Nigeria and shown to you before you pay.

6.3 Billing cycle. You may choose a monthly or annual cycle. Your Plan renews automatically at the end of each cycle at the price then in force, unless you cancel before the renewal date.

6.4 Changing your billing cycle. You may switch between monthly and annual billing at any time. The change takes effect on your next billing date, not immediately . Until then your current cycle continues at its existing terms and price. We will show you the date the change takes effect before you confirm it.

6.5 Changing Plan. You may move to a different Plan where one is available. An upgrade takes effect immediately, with the balance of the current cycle credited pro rata, at the next billing date. A downgrade takes effect at the next billing date. If your Devices or Hubs exceed the capacity of the Plan you are moving to, you must reduce them first.

6.6 Overage: adding capacity mid-cycle. If you need more Devices or Hubs than your Plan allows, you can add capacity without changing Plan. Before you confirm, the Platform shows you the additional amount payable for the remainder of the current cycle, the number of days remaining, and the amount that will be payable at renewal. The figure shown to you at that point is the price you agree to pay. Added capacity forms part of your Plan Capacity and renews with your Plan unless you remove it.

6.7 Payment. Payment is made through our payment provider’s gateway. We do not receive or store your full card details. Your use of a payment provider is subject to that provider’s own terms.

6.8 Paying from your Wallet. Where you have a Wallet balance you may apply it to amounts due, subject to clause 10.

6.9 Failed payment. If a payment fails, we may retry it, and we will notify you. If payment remains outstanding after 24 hours, we may suspend your access to Plan features. During suspension your Devices will not be controllable through the Platform, scheduled commands will not run, and any enrolment under Schedule B will be paused. We will not delete your data or your Wallet balan ce during a suspension for non-payment.

6.10 Cancellation and refunds. You may cancel your Plan at any time with effect from the end of the current billing cycle. Fees already paid are not refundable and cancellation does not entitle you to a refund for the unexpired part of a cycle.

6.11 Changes to Plans and prices. We may change our Plans, their prices, their capacity limits and their overage rates. We will give you not less than 30 days’ notice by email and in the Platform. The change will not affect the billing cycle you have already paid for. If you do not accept the change you may cancel with effect from the date the change will take effect, and we will refund any amount you have paid for a period after that date.

6.12 Sequencing. A Plan must be purchased before any Device can be added . As Plan tier depends on how many Devices you have, to upgrade to a different plan, you must meet the number of devices required.

7. Devices, Hubs and how you use them Your use of Devices and Hubs is governed by Schedule A, which forms part of this Agreement.

8. Flexibility and Dispatch If you enroll Devices in a flexibility program, Schedule B applies.

9. Spaces and shared access

9.1 You may organise Devices into Spaces, give a Space a name and image, and view aggregated consumption for that Space.

9.2 Share Access. You may invite another person to a Space by email, giving them a role and a period of validity. An individual account may invite only individual accounts; a corporate account may invite only users within its own organization.

9.3 Your responsibility for invited users. A person you invite can see consumption data for that Space and can operate the Devices in it. You remain responsible under this Agreement for everything done in your account, including by people you invite. You should only invite people you trust, and you should set the shortest validity period that meets your needs.

9.4 You may revoke an invitation at any time. Access ends automatically when the validity period expires.

9.5 Where you invite someone, you confirm you are entitled to give them access to the data and Devices concerned.

10. Wallet, earnings and withdrawals

10.1 What the Wallet is. The Wallet is a record of amounts held to your credit within the Platform. It is not a bank account or a deposit. It is not insured. It does not bear interest. We are not a bank, and we do not provide banking services.

10.2 Credits. Your Wallet may be credited with flexibility earnings under Schedule B, refunds, and any other amount we agree to credit.

10.3 Debits. Your Wallet may be debited for Marketplace purchases, App subscriptions, Plan fees, and amounts you owe us under this Agreement.

11. Marketplaces Purchases of physical products are governed by Schedule C. Subscriptions to Apps are governed by Schedule D.

12. Features that are not yet available

12.1 Some features are described in the Platform as forthcoming, including Trading Place. These are not available yet and form no part of what we are contracting to provide and may change or never be released.

12.2 Preview features. We may make features available on a preview, beta or trial basis. Preview features are provided as-is, may be incomplete or withdrawn, and are excluded from any service commitment.

13. Acceptable use

13.1 You must not:

(a) use the Platform for any unlawful purpose, or in breach of the Cybercrimes (Prohibition, Prevention etc.) Act 2015;

(b) circumvent Plan Capacity limits, rate limits or access controls;

(c) access the Platform’s APIs other than as expressly permitted, or use automated means to extract data;

(d) reverse engineer, decompile or tamper with Platform software or Device firmware, except to the extent this restriction cannot lawfully be excluded;

(e) resell, sublicense or make the Platform available to third parties except through the sharing features we provide;

(f) interfere with or bypass any electricity meter, or use the Platform to misrepresent your consumption to any distribution company, regulator or other person;

(g) submit false, inflated or manipulated flexibility data, or operate Devices for the purpose of generating flexibility earnings without a genuine underlying load;

(h) upload content that is unlawful, defamatory, infringing or misleading, including in reviews; or

(i) use the Platform in a way that damages it, or that damages or endangers any person or property.

13.2 We may investigate suspected breaches, and may suspend access, remove content, reverse credits obtained in breach of clause 13.1(g), and terminate under clause 19.

14. Intellectual property

14.1 The Platform, its software, our firmware, our documentation, and all trademarks and other intellectual property in them belong to us or our licensors. Nothing in this Agreement transfers any of it to you.

14.2 We grant you a non-exclusive, non-transferable, revocable licence to use the Platform for your own purposes in accordance with this Agreement, for as long as this Agreement is in force.

14.3 You retain ownership of content you upload, including Space names, images, and reviews. You grant us a non-exclusive, royalty-free, worldwide licence to host, reproduce, display and adapt that content to the extent necessary to operate and promote the Platform. You confirm you have the right to grant that licence.

14.4 If you give us feedback or suggestions, we may use them without restriction or payment.

15. Your data

15.1 How we collect, use, share, retain and delete personal data is set out in the Privacy Policy, which forms part of this Agreement.

15.2 What Telemetry reveals. You should understand that Telemetry from your Devices is collected continuously and at a granularity that can reveal when premises are occupied, when appliances are used, and patterns in your daily routine. We treat this data accordingly.

15.3 Access by our staff. Our customer service and administrative staff can access your account information, including your profile, Devices, flexibility participation, Wallet balance and support history, where necessary to provide support or to operate the Platform. Access is controlled, logged and subject to confidentiality obligations.

15.4 Sharing with Apps. If you subscribe to an App, you choose what that App may access. See

Schedule D.

15.5 Infrastructure. Telemetry is processed through the HASIP infrastructure described in clause

1.5, and by cloud and payment providers, some of which are outside Nigeria.

15.6 Deleting your account. You may delete your account from within the Platform. We will delete or anonymise your personal data except where we are required to retain it, including transaction and payment records, identity verification records, and records relating to a dispute or investigation. Details are in the Privacy Policy.

16. Availability of the service

16.1 We aim to keep the Platform available, but we do not guarantee it will be uninterrupted or error-free.

16.2 The service depends on things we do not control, including your internet connection, mains electricity supply and its stability, your Hub and Devices, third-party infrastructure, and the networks between them.

16.3 We may suspend the Platform for maintenance. Where maintenance is planned, we will give reasonable notice.

16.4 We may change, add to or discontinue features. Where a change materially reduces functionality, you rely on, clause 6.11 applies if it affects a paid Plan.

17. Warranties and disclaimers

17.1 We provide the Platform with reasonable skill and care.

17.2 Except as set out in this Agreement, and to the fullest extent permitted by law, we exclude all other warranties, conditions and terms, whether express or implied.

17.3 We do not guarantee that:

(a) the Platform will be available without interruption;

(b) any Device command will be delivered or executed;

(c) consumption, cost or earnings figures shown in the Platform are accurate for any purpose beyond general guidance (see Schedule A, clause A.6);

(d) you will be offered any Dispatch, or will earn any amount, from flexibility participation; or

(e) any product or App offered by a third party through the Platform is fit for your purposes.

17.4 Your statutory rights. If you are a consumer, you have rights in relation to goods and services that this Agreement does not affect.

18. Liability

18.1 What we do not exclude. Nothing in this Agreement excludes or limits our liability for:

(a) fraud or fraudulent misrepresentation;

(b) any liability that cannot lawfully be excluded or limited.

18.2 What we exclude. Subject to clause 18.1, we are not liable for:

(a) loss of profit, revenue, business, contracts or anticipated savings;

(b) loss of or corruption of data, except where caused by our breach of the Privacy Policy;

(c) indirect or consequential loss;

(d) loss arising from a failure of grid supply, internet connectivity, or a third-party service;

(e) loss arising from a schedule, automation or Comfort Window you configured;

(f) the acts or omissions of a Merchant, App Developer, or person you invited to a Space; or

(g) any amount to the extent it arises from your breach of this Agreement.

18.3 Cap. Subject to clause 18.1, our total liability to you in connection with this Agreement in any 12-month period is limited to 20% of the total amount you paid us in fees in the 12 months before the event giving rise to the claim.

18.4 Your liability to us. You will indemnify us against losses we suffer arising from your breach of clause 13, your infringement of a third party’s rights, or your unlawful use of the Platform.

19. Suspension and termination

19.1 By you. You may terminate at any time by deleting your account. Deleting your account ends your Plan; clause 6.10 applies to fees already paid.

19.2 By us, for cause. We may suspend or terminate immediately if you breach this Agreement materially, if we are required to by law or a regulator, if we reasonably suspect fraud or unlawful use, or if your account has been used in a way that endangers any person or property.

19.3 By us, without cause. We may terminate on 14 days’ notice.

19.4 Effect of termination. On termination:

(a) your right to use the Platform ends;

(b) Devices will no longer be controllable or monitorable through the Platform, though you keep the hardware;

(c) any flexibility enrolment ends, subject to Schedule B;

(d) active App subscriptions end;

(e) orders already placed on the Marketplace are unaffected and remain governed by Schedule C.

19.5 Survival. Clauses 14, 15, 17, 18, 19.4, 19.5, 22 and 23 survive termination, together with any clause that by its nature is intended to.

20. Support and complaints

20.1 You can reach support through the in-app ticketing system, the help centre, or the email and phone details published in the Platform.

20.2 When you raise a ticket you select a category and a priority and describe the issue. You can track its status in the Platform.

20.3 Response times. We aim to provide a first response to support tickets within 24 hours. This is a target, not a contractual commitment, and does not apply outside business hours.

20.4 Complaints. If you are unhappy with how we have handled something, escalate it through the ticketing system or write to us. We will acknowledge within 5 business days.

20.5 Nothing in this clause affects your right to complain in relation to electricity matters, to the Nigerian Electricity Regulatory Commission.

21. Changes to this Agreement

21.1 We may change this Agreement. Where a change is material , we will give you not less than 30 days’ notice by email and on the Platform, and we will ask you to accept the new version before you continue to use the affected features.

21.2 Non-material changes, including corrections, clarifications, and changes required by law with immediate effect, take effect when published.

21.3 If you do not accept a material change you may terminate under clause 19.1 before it takes effect.

21.4 Every version of this Agreement you have accepted remains available to you.

22. Governing law and disputes

22.1 Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria.

22.2 Talking first. If a dispute arises, you agree to raise it with us through clause 20 and to give us 30 days to resolve it before starting formal proceedings.

22.3 Mediation. If we cannot resolve it, either of us may refer the dispute to mediation under the Arbitration and Mediation Act 2023, seated in Lagos.

22.4 Arbitration. If mediation does not resolve the dispute within [60] days, it will be referred to arbitration by a sole arbitrator under the Arbitration and Mediation Act 2023, seated in Lagos, in English.

22.5 Consumers and small claims. If you are a consumer, clause 22.4 does not affect your right to complain to the Nigerian Electricity Regulatory Commission.

23. General

23.1 Entire agreement. This Agreement is the whole agreement between us about the Platform and replaces earlier discussions. This does not limit liability for fraudulent misrepresentation.

23.2 Severability. If a provision is unenforceable, the rest continues in force.

23.3 Waiver. A delay in enforcing a right is not a waiver of it.

23.4 Assignment. You may not assign this Agreement. We may assign it to a group company or in connection with a transfer of our business, provided your rights are not adversely affected.

23.5 Force majeure. Neither of us is liable for failure to perform caused by events beyond reasonable control, including failure or interruption of grid electricity supply, action or inaction of a distribution company, and action of a regulator.

23.6 Notices. We may give notice by email to the address on your account or by notification on the Platform, and both are effective services.

23.7 Third parties. No one other than you and us has rights under this Agreement.

SCHEDULE A: DEVICES AND CONNECTED SERVICES Applies from the moment you first pair a Hub or add a Device.

A.1 What we provide and what you provide

A.1.1 We provide the Platform: the software that discovers, pairs, monitors and controls your Devices, stores Telemetry, and presents it to you.

A.1.2 You provide the Devices and Hubs, mains electricity, a working internet connection, a compatible mobile device, and the premises on which the equipment is installed.

A.1.3 We do not manufacture Devices or Hubs. Devices compatible with OhmFlex are manufactured by third parties and sold either by us as a Merchant or by other Merchants on the Marketplace.

A.2 Pairing

A.2.1 To add a Hub, the Platform searches for it, you connect to the Hub’s own Wi-Fi network, and you then connect the Hub to your internet connection. Devices are added to a Hub once the Hub is connected.

A.2.2 Each Hub supports a maximum number of Devices, shown on the Platform. Your Plan separately limits the total number of Hubs and Devices on your account.

A.3 Control and scheduling

A.3.1 You can switch Devices on and off, and set schedules with a start time, an end time, and a repeat frequency of once, daily or monthly.

A.3.2 Schedules are your instructions. A schedule runs as you configure it. You are responsible for what your schedules do. Check them before you rely on them and review them if you change the appliances connected to a Device.

A.3.3 Commands depend on connectivity. If a Hub is offline, or the Device has no power, a command or scheduled action may not run, may run late, or may fail silently. Do not use scheduling where a missed or delayed action would be unsafe or costly.

A.4 Safety: please read this carefully

A.4.1 OhmFlex switches main-connected electrical equipment, sometimes when nobody is present. Used carelessly this can cause fire, injury, equipment damage, or loss.

A.4.2 You must not connect a Device to, or use OhmFlex to control:

(a) medical equipment, life-support equipment, or any equipment on which a person’s health or safety depends;

(b) fire, smoke, gas or security alarm systems;

(c) medical or pharmaceutical refrigeration, or any refrigeration on which health or safety depends;

(d) heating appliances that are unsafe if left unattended, including irons, portable heaters and cooking appliances;

(e) water pumps, sump pumps or drainage equipment where failure would cause flooding or damage;

(f) equipment whose manufacturer prohibits remote or unattended switching; or

(g) any equipment where unexpected switching on or off could cause injury or significant damage.

A.4.3 You must ensure that installation involving fixed wiring is carried out by a competent, appropriately qualified electrician, in compliance with the Nigerian Electricity Management Services Agency requirements and applicable Standards Organization of Nigeria standards.

A.4.4 You must not exceed a Device’s rated load and must observe the manufacturer’s instructions for the Device and for the appliance connected to it.

A.4.5 You must not use Devices in wet locations or outdoors unless the Device is rated for it.

A.4.6 Subject to clause 18.1 of the Core Platform Terms, we are not liable for loss or damage arising from a breach of this clause A.4.

A.5 Firmware and updates

A.5.1 We and our infrastructure provider may update Device and Hub firmware automatically. Updates may be necessary for security, compliance or continued operation.

A.5.2 An update may change or remove functionality. Where an update materially removes functionality, you rely on, we will notify you in advance where we reasonably can.

A.5.3 You must not prevent, delay or tamper with an update. A Device running unsupported firmware may not work with the Platform.

A.6 Telemetry, analytics and accuracy

A.6.1 The Platform shows you power, voltage, current and energy readings, consumption over time, estimated cost, amounts earned, and net cost.

A.6.2 These figures are indicative only. They are derived from Device sensors and from tariff and rate information we hold, which may be out of date.

A.6.3 They are not a meter reading. They are not calibrated or certified for billing, are not a substitute for your distribution company’s meter or bill, and must not be relied on for billing, regulatory, tax, or evidential purposes, or in any dispute with a distribution company.

A.6.4 Earnings figures shown are historic. They do not predict future earnings.

A.7 Interoperability

A.7.1 OhmFlex works with Devices running compatible firmware. The Platform is not currently integrated with Alexa, Google Home, Apple Home or SmartThings. We make no commitment to add such support.

A.8 If a Device fails

A.8.1 Devices bought through the Marketplace are covered by the manufacturer’s warranty; see

Schedule C, clause C.9.

A.8.2 We are responsible for the Platform, not for the hardware. A fault in a Device is a matter for the Merchant or manufacturer.

SCHEDULE B: FLEXIBILITY AND DISPATCH Applies from the moment you enrol a Device in a flexibility programme.

B.1 What flexibility means

B.1.1 Flexibility is the ability to vary electricity consumption on request. By enrolling a Device, you permit us to issue Dispatches to it (switching, curtailing or shifting its operation) within the Comfort Window you set.

B.1.2 In return, you receive a share of the value your participation generates, credited to your Wallet.

B.2 Enrolment

B.2.1 Enrolment is optional and is per Device. You choose which Devices to enrol.

B.2.2 To enrol you must have a paid Plan and a verified account.

B.2.3 You may withdraw a Device from enrolment at any time.

B.3 Comfort Windows

B.3.1 For each enrolled Device you set a Comfort Window: the limits within which a Dispatch may operate.

B.3.2 A Dispatch will not take a Device outside its Comfort Window. The Comfort Window is your principal protection, and you should set it to reflect what you need.

B.3.3 You may change a Comfort Window at any time. A change takes effect at the end of any Dispatch in progress.

B.4 Dispatch

B.4.1 No guaranteed volume. We do not guarantee that any Dispatch will be issued, or any minimum number of Dispatches, or any minimum earnings. Flexibility events depend on grid and market conditions we do not control.

B.5 Risk and liability

B.5.1 A Dispatch varies the operation of your equipment. You must not enrol a Device connected to anything listed in Schedule A, clause A.4.2.

B.5.2 You are responsible for setting up Comfort Windows that are appropriate for the equipment connected to each enrolled Device and for the use you make of it.

B.5.3 Subject to clause 18.1 of the Core Platform Terms, we are not liable for loss arising from a Dispatch carried out within the Comfort Window you set, including spoilage, interrupted process, loss of comfort, or lost output.

B.6 Ending participation

B.6.1 Enrolment ends if you withdraw a Device, if your Plan is suspended or terminated, if your account is suspended, or if we discontinue the programme.

B.6.2 Earnings accrued to the end of the final settlement period in which you participated remain payable.

B.9 Regulatory

B.9.1 Where the flexibility program operates under rules set by the Nigerian Electricity Regulatory Commission, a distribution company or a market operator, those rules apply to your participation, and we will make the relevant parts available to you.

SCHEDULE C: MARKETPLACE TERMS (BUYER) Applies when you buy a physical product through the Marketplace. Accepted at checkout.

C.1 We are not the seller

C.1.1 The Marketplace is a venue. When you buy a product, your contract of sale is with the Merchant, not with OhmFlex. The Merchant is identified on the product listing.

C.1.2 We provide the listing, the checkout, the payment processing and the order status display. We do not sell, hold, pack, ship or deliver the product.

C.1.3 Where Escrow-Tech or a group company itself is the Merchant, this Schedule applies to that sale in the same way, and the Merchant’s obligations are Escrow Tech’s obligations as seller.

C.2 Listings and approval

C.2.1 We review every listing before it appears on the Marketplace.

C.2.2 Our review is a screening step to detect fraud and obviously non-compliant listings. It is not an inspection of the product, an endorsement, a verification of the Merchant’s claims, or a warranty of quality, safety or fitness for purpose.

C.2.3 Product descriptions, images, specifications and prices are supplied by the Merchant. We are not responsible for their accuracy.

C.3 Where the Marketplace operates

C.3.1 You will only see listings from Merchants in your country.

C.4 Orders and payment

C.4.1 Adding an item to your cart is not an order. Your order is placed when you complete checkout and pay.

C.4.2 A contract of sale is formed when the Merchant accepts your order. We will notify you.

C.4.3 You pay through the Platform, using a card via our payment provider or your Wallet balance.

C.4.4 The price shown at checkout includes the product price, the shipping fee and VAT, itemised separately.

C.5 Delivery and shipping

C.5.1 Delivery is arranged and performed by the Merchant. We are not the carrier and do not arrange carriage.

C.5.2 The shipping fee is set by the Merchant and shown to you at checkout before you pay.

C.5.3 Delivery timescales are the Merchant’s and are estimates. We do not guarantee them.

C.5.4 The Platform displays the order status the Merchant reports: ordered, payment confirmed, processing, shipped, in transit, and delivered. These statuses are the Merchant’s representations, not ours.

C.5.5 If your order does not arrive, is late, or arrives damaged, this is a matter between you and the Merchant. You should raise it with the Merchant first. You can also raise a support ticket, and we will assist under clause C.10.

C.6 Risk and title

C.6.1 Risk in the product passes to you on delivery to the address you gave at checkout, or to a person at that address.

C.6.2 Title passes on delivery or on full payment, whichever is later.

C.6.3 You must give a complete and accurate delivery address. We are not responsible for a delivery to an address you entered incorrectly.

C.7 Your right to cancel and return

C.7.1 Your rights against the Merchant in respect of faulty, misdescribed or non-conforming goods are set out in the FCCPA. Nothing in this Schedule limits those rights.

C.7.2 Returns. The Merchant’s policy applies.

C.8 Prohibited products

C.8.1 Merchants may not list products that are unlawful, unsafe, counterfeit, subject to recall, or that require a licence the Merchant does not hold. If you believe a listing breaches this, tell us.

C.9 Warranty

C.9.1 Any warranty on a product is given by the manufacturer and is set out in the listing or the documentation supplied with the product.

C.9.2 We do not give a warranty on products sold by other Merchants.

C.10 Disputes with a Merchant

C.10.1 Raise the issue with the Merchant first.

C.10.2 If it is not resolved, raise a support ticket.

C.11 Reviews

C.11.1 You may review products you have bought. Reviews must be honest, based on your own experience, and must not contain unlawful or offensive content.

C.11.2 We may remove reviews that breach clause C.11.1. We do not remove reviews merely because a Merchant objects to them.

SCHEDULE D: APP MARKETPLACE TERMS Applies when you subscribe to an App. Accepted at subscription.

D.1 Apps are supplied by third parties

D.1.1 Apps are built and supplied by App Developers. Your agreement in respect of the App’s functionality is with the App Developer, on the terms shown with the App.

D.1.2 We provide the App Marketplace, the subscription and billing, and the permissions framework.

D.2 Approval

D.2.1 We review Apps before publication against a checklist covering the App’s description, pricing, endpoints and security.

D.2.2 As with Marketplace listings, our review is a screening step. It is not an endorsement, a security audit, a certification, or a warranty that the App is fit for your purposes or will work as described.

D.2.3 We may remove an App at any time. If we remove an App you subscribe to, we will refund the unexpired part of your subscription.

D.3 Permissions: what you are agreeing to

D.3.1 Before an App can operate, you choose which permissions to grant it. The permissions are:

Permission What it allows the App to do Device energy data Read Telemetry from your Devices: consumption, power, voltage, current, and the times your Devices are in use. Control device Switch your Devices on and off and create or change schedules. Dispatch with comfort window settings Issue Dispatches to your enrolled Devices and read and apply your Comfort Window settings.

D.3.2 These are significant. Device energy data discloses patterns that can reveal when your premises are occupied. Control device lets a third party operate mains-connected equipment in your premises. Dispatch with comfort window settings lets a third party vary the operation of your equipment as part of a flexibility programme.

D.3.3 Grant only the permissions the App needs. You can review and withdraw permissions at any time. Withdrawing permission may stop the App from working and does not entitle you to a refund unless the App becomes unusable, in which case clause D.6 applies.

D.3.4 Effect of granting control. Where you grant Control device or Dispatch with comfort window settings , the App Developer determines what happens to your Devices. Schedule A continue to apply to you, and you remain responsible for ensuring that no Device connected to any equipment in use is exposed to an App with these permissions.

D.3.5 Subject to clause 18.1 of the Core Platform Terms, we are not liable for what an App does with a permission you granted it.

D.4 Requirements

D.4.1 You need an active Device on your account to subscribe to an App.

D.5 Trials, subscriptions and billing

D.5.1 Some Apps offer a free trial. Unless you cancel before the trial ends, the subscription continues and you will be charged.

D.5.2 App subscriptions are billed through the Platform and renewed automatically until cancelled.

D.5.3 You may cancel at any time with effect from the end of the current cycle. Clause 6.10 of the Core Platform Terms applies to refunds.

D.6 If an App is withdrawn or stops working

D.6.1 An App Developer may withdraw an App. If an App you subscribe to is withdrawn, your subscription ends and we will refund the unexpired part.

D.6.2 If an App stops working and the App Developer does not fix it, raise a support ticket. We will respond within 24 hours.

D.7 Reviews and ratings Clause C.11 applies to App reviews.

SCHEDULE E: CORPORATE AND MULTI-USER TERMS Applies to corporate accounts and to users invited into them.

E.1 The corporate account

E.1.1 A corporate account is held by the organization, not by the individual who registered it. The organization is the customer.

E.1.2 The individual who registers confirms they are authorised to bind the organization, and the organization is bound.

E.1.3 The organization is responsible for all activity in its account, including activity by its staff, unit admins and guests.

E.2 Structure

E.2.1 A corporate account may create Units and Sub-Units, assign Devices to them from the corporate pool, create Spaces within them, and appoint Unit Admins.

E.2.2 The organization controls who has access to what, and at what level. We act on the instructions given through the account.

E.3 Staff and guest users

E.3.1 The organization may invite staff and guests. Invitees receive access limited to the Units and Spaces assigned to them.

E.3.2 Guests have limited rights. A guest has no Wallet and cannot request a withdrawal.

E.3.3 The organization may revoke access at any time. Access ends automatically when the validity period expires.

E.4 Staff privacy: the organization’s obligations

E.4.1 The organization acknowledges that consumption data from Devices assigned to a Unit or Space may be attributable to an identifiable individual, and may reveal that individual’s presence, absence and patterns of activity.

E.4.2 Where the organization enrolls Devices located in an individual’s home or personal space or assigns Devices in a way that makes data attributable to an individual member of staff, the organization warrants that it has a lawful basis under the NDPA for doing so, has given the individual the notice that Act requires, and will handle the data in accordance with it.

E.4.3 As between the organization and us, the organization is the data controller in respect of data about its staff and guests, and we process that data on its instructions.

E.4.4 The organization indemnifies us against claims by its staff or guests arising from its breach of clause E.4.

E.5 Corporate purchases

E.5.1 Schedules C and D apply to corporate purchases.

E.6 Termination of a corporate account

E.6.1 Termination of the corporate account ends the access of all its staff and guests.

E.6.2 Devices, Wallet balances and orders belong to the organization, not to individual users.