The following terms of use are the terms of a legal agreement (“Agreement”) between you (“you” or “your”) and Near P Technologies Limited, its subsidiaries, affiliates, agents, and assigns (collectively, “Nearpays”, “we”, “us”, or “our”).  This Agreement sets forth the terms and conditions for your use of Nearpays’ App and website, as well as the products and services offered, operated or made available by Nearpays through the App (collectively, the “Services”).

The App is owned and operated by Nearpays and are being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Nearpays, and this Agreement governs your use of our Services.

We may revise this Agreement from time to time. The revised version will be effective at the time we post it. If our changes reduce your rights or increase your responsibilities, we will provide you with notice of at least 21 days. By continuing to use our services after any changes to this Agreement become effective, you agree to abide and be bound by those changes.

1. ACCEPTANCE OF AGREEMENT

If you do not agree to these terms and conditions, please do not proceed, and exit the application immediately. In order to use the Services, you must: (a) accept and agree to these Terms and our Privacy Policy; (b) register with us on the Website or mobile application; c) be a Nigerian citizen (or a legal Nigerian resident) of at least eighteen (18) years of age; (d) have a Bank Account with a Nigerian financial institution; and (e) provide all information requested by us, such as your name, email address, mobile device number, online credentials for your Bank Account, and such other information as we may request from time to time.

Your eligibility to use our services also depends on the country you reside in. Currently, this we operate in Nigeria, and our services are only available to users who have Nigerian bank accounts. You may use the Services only if you agree to form a binding contract with Nearpays and are not a person barred from receiving services under the laws of the applicable jurisdiction.

You represent and warrant that all Information you provide us from time to time is true, accurate, current, and complete. You agree not to misrepresent your identity or your Information. You agree to promptly notify us of changes to your Information by updating your Nearpays Account on the Application; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by emailing support@nearpays.com or by updating your Nearpays Account. If we approve your registration, you will be authorized to use the Services, subject to these Terms.

For our compliance purposes and to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as: A copy of your government-issued photo ID, such as a passport, national identity card or driver’s license; Bank Verification Number (BVN) A copy of a utility bill, bank statement, affidavit, or other bill, dated within three months of our request, with your name and Nigerian street address on it; and Such other information and documentation that we may require from time to time.

By using the Services and providing your Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you and your Bank Account from the financial institution holding your Bank Account and other third-party websites and databases as necessary to provide the Services to you. For purposes of such authorization, you hereby grant Nearpays and our third-party service providers a limited power of attorney, and you hereby appoint Nearpays and our third-party service providers as your true and lawful attorney-in-fact and agent, with the full power of substitution and resubstitution, for you and in your name, place, and stead, in any and all capacities, to access third-party websites, servers, and documents; retrieve information; and use your Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, WE AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR THIRD-PARTY SERVICE PROVIDERS RECEIVE YOUR BANK ACCOUNT, DEBIT OR PAYMENT CARD AND/OR OTHER SECURITY INFORMATION IN RELATION TO THE DEBITING OR CREDITING YOUR BANK ACCOUNT(S), YOU HAVE AUTOMATICALLY AUTHORISED DEBITS AND CREDITS FROM AND TO YOUR BANK ACCOUNT AS APPLICABLE. You agree that other third parties shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. We make no effort to review information obtained from the financial institution holding your Bank Account and other third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement. As between Nearpays and our third-party service providers, Nearpays owns your confidential User Information.

The information you provide us is subject to our Privacy Policy.

2. DEFINITIONS AND INTERPRETATIONS**

2.1 Definitions

Unless expressly stated otherwise, in this Agreement, the following terms shall have the meanings set opposite them:

“Account” is an electronic stored value account on our App created for use by the customer. Credits, debits and charges are applied to this Account;

“Agent” refers to any party or device, that facilitate transactions on behalf of customers;

“BVN” means Bank Verification Number used by the banking industry in Nigeria and issued by a CBN-approved financial institution;

“CBN” means the Central Bank of Nigeria;

“Content” means all information whether textual, visual, audio or otherwise, appearing on or available through the services;

“Debit” means the movement of funds out of an Account;

“Merchant” means any person or entity who offers and or accepts payment for goods or services using Nearpays;

“Mobile Payments” describes the service or process that allows customers to make and receive a variety of payments using their mobile phone, among other channels.

“Mobile phone” means a GSM or CDMA device, which can make and receive telephone calls and send and receive SMSs, among other communication options.

“Nearpays Wallet” means an electronic stored value account on Nearpays used to perform transactions.

“PIN” means Personal Identification Number.

“Products” refer to our products;

“Registered phone number” refers to any phone number that has been registered on Nearpays;

“Services” refer to any products and services provided to the customer.

“Tier 1 customer” refers to a new customer who fulfills the minimum requirement listed by Nearpays under its Know Your Customer requirements.

.“Tier 2 customer” refers to a Nearpays user who fulfills the minimum requirements listed for Tier 2 users under its Know your Customer (KYC) requirements.

2.2 Interpretation

In addition to the definitions in Clause 2.1 unless the context requires otherwise:

2.2.1 the singular shall include the plural and vice versa;

2.2.2 A reference to any one gender, whether masculine or feminine includes the other;

2.2.3 All the headings and sub-headings in this agreement are for convenience only and are not to be taken into account for the purposes of interpretation of this Agreement.

2.2.4 The recitals and schedules shall be deemed to form part of this Agreement.

2.2.5 In this agreement, the terms: “You”, “your”, “Customer”, shall mean the person who applied for this Account and agrees to this Agreement while “We”, “us” and “our” shall mean Nearpays, and following an assignment, any person, company or bank to whom the rights and/or obligations of Nearpays have been assigned. “Account” means the Customer’s account with Nearpays;

3. Grant of License to Use

3.1 In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive licence to use the App on your Equipment, subject to these Terms and Conditions. We reserve all other rights. except as expressly set out in this Agreement or as permitted by any local law. You agree:

3.1.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App.

3.1.2 not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs.

3.3.3 not to disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that:

A) the information obtained by you during such activities is not disclosed or communicated to any third party without our prior written consent; and is not used to create any software that is substantially similar to the App;

B) you include our copyright notice on all entire and partial copies you make of the App on any medium; and you undertake not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

C) you agree to comply with all technology control or export laws and regulations in your country that apply to the technology used or supported by the App or any Service (the Technology).

4. Usage of our services

4.1. To use Nearpays you must first open an Account by registering your details through our Mobile App or website at https://www.nearpays.com/ . As part of the signup process, you will need to accept these Terms of Use and our Privacy Policy, and you must have legal capacity to accept the same.

4.2. If you are an individual, you must be a Nigerian citizen,18 years or older to use our services and by creating an Account you declare that you are 18 years or older. This does not apply to products for which we may set a different age limit. We may require at any time that you provide evidence of your age.

4.3 You must provide all information as may be requested by us, such as your name, BVN, email address, mobile device number and such other information as we may request from time to time (collectively, “Customer Information”).

4.4 You agree to promptly notify us of changes to your Customer Information by updating your profile on the Nearpays App and to notify us at least five business days before any changes to your bank account information, including, but not limited to, the closure of your bank account for any reason. If we approve your registration, you will be authorized to use the Account, subject to these terms.

4.5 By opening a Nearpays Account you represent and warrant to us that your Account does not violate any laws or regulations applicable to you. You shall indemnify us against any losses we incur in connection with your breach of this section.

4.6 By operating a Nearpays account, you hereby consent that Nearpays may collect, obtain, store and process your personal data that you have provided to us during the onboarding process for the purpose of receiving updates, news, promotional and marketing emails or materials from Nearpays.

4.7 You may only add payment instruments (such as bank accounts, credit or debit cards) to your Account if you are the named holder of that payment instrument. We take any violation of this requirement very seriously and will treat any attempt to add a payment instrument of which you are not the named holder as a fraudulent act.

5. Personal Information

5.1 To meet our Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) obligations, we may require you to provide any or all the following depending on whether you are a Tier 1 customer or a Tier 2 customer:

5.1.1 your full name;

5.1.2 your date of birth;

5.1.3 your Bank Verification Number (“BVN”);

5.1.4 your current residential address;

5.1.5 your picture;

5.1.6 copy of a valid Government issued ID (national ID, international passport, permanent voter’s card or driver’s license);

5.1.7 a copy of recent utility bill, bank statement, affidavit, or another bill, dated within three months of our request, which carries your name and address;

5.1.8 any other information or document as we may required for our internal risk assessment.

5.2 You warrant that all information and documentation provided to us are true, correct, and accurate. You also undertake to notify us of any changes to the information or documentation which you have provided.

5.3 You hereby agree and authorise Nearpays to verify information provided by you against the information held by any third party (including official databases) such as, NIBSS, Payment System Providers any other information bank available to Nearpays.

5.4 The information that Nearpays may verify against the information which you have provided to us include (without limitation): your name, phone number, date of birth, address, age, Identification Number (“ID”) or Passport Number and such other information that will enable Nearpays to identify you and comply with the regulatory “Know Your Customer” requirements (together the “Personal Information”).

5.6 You hereby consent to Nearpays verifying the Personal Information and the Relevant Information and using the Personal Information and the Relevant Information to the extent necessary in the provision of the Services.

5.7 You hereby agree and authorise Nearpays to obtain and procure your Personal Information and Relevant Information from relevant sources (private and official databases) and you further agree and consent to the disclosure and provision of such Personal Information by us or our Third-Party Partners.

5.8 You agree to indemnify and hold Nearpays and the Third-Party Partners harmless with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such Personal Information and/or Relevant Information.

5.9 We reserve the right to request for further information from you pertaining to your use of our Services at any time. Failure to provide such information within the time required may result in our declining to accept your application for an Account or access to the Services.

5.10 You acknowledge and agree that when we or our third-party service providers access and retrieve information from such third-party websites, we and our third-party service providers are acting as your agent, and not the agent of, or on behalf of the third party.

5.11 You consent to indemnify us against any liability resulting from Erroneous transfer.

5.12 You consent that you are responsible for the safe keeping of your login details to your Nearpays Account. We shall not be held liable if such details are compromised.

6. Services

6.1 You may access the available funds in your Account at any time. While we make every reasonable attempt to provide the services as described in our marketing and educational materials, we offer the services “as is” and without any warranties.

6.2. All payments will be processed in Nigerian local currency i.e. Naira and Kobo.

6.3. We will send you a receipt of all transactions effected from your Nearpays Account; this message may be sent via email, or another available channel.

6.4. Some transactions may require you to input your PIN, or the PIN of your customers, you are solely responsible for maintaining the confidentiality of your PIN , that of your customers and login details of your Account. You must protect the secrecy of your PIN and login details and prevent fraudulent use of the same.

6.5. As required by the CBN, there are daily limits on your Account or Wallet depending on the tier customer you are. You can increase or reduce these limits by providing us with the required information, subject to the restrictions as mandated by the CBN

6.6. Your Account will be credited with any deposits made into it, and the credit will be available for transactions immediately after they are cleared.

6.7. We will verify and confirm any record of a deposit into your Account. Our records will be taken as correct unless the contrary is proved.

6.8. The table below outlines the customer classification Nearpays adopts along KYC levels along with the applicable transaction limits. You may not withdraw, transfer or make any payments that together exceed any of the per transaction or daily limits defined for your category. Should you attempt to exceed any applicable limits, your transactions will be declined.

We may, acting reasonably and in accordance with regulations set by the Central Bank of Nigeria, vary the limits at any time and any variation will be notified to customers. Where a deposit exceeding the transaction limit for your category is made to your Account, we will notify you to upgrade your Account to the category that applies to such deposit within seven (7) days. In the event that you fail to upgrade your Account to the required category, we reserve right to place a restriction on your Account until such upgrade to the required category is effected.

6.9 For the avoidance of doubt, please note that some transaction limits may be further reduced from the approved CBN limits, this may be done based on channels or types of transactions as part of our risk control process.

6.10 You undertake throughout the duration of your use of our services to comply with anti-fraud and anti-money laundering regulations applicable in Nigeria. You undertake to respond diligently to any request from us or a regulatory or judicial authority regarding any suspected fraudulent or money laundering activity on your Account.

6.11 Any breach of the anti-fraud and anti-money laundering regulations by you constitutes a serious breach of this Agreement and we reserve the right to immediately suspend or close your Account.

6.12 The proceeds from suspected fraudulent or money laundering transactions shall be kept in your account pending an internal decision, or a judicial or administrative decision.

6.13 In processing your transactions, we shall comply with the Money Laundering Prohibition Act (as amended) 2011.

7. Transactions on your Account

7.1 Once you open your account, you will be assigned a wallet. The wallet shall be where all deposits paid to you by either you or a third-party shall be kept. Save for any limits that are applicable to the account, your account may be credited by cards.

7.2 You may transfer the funds in your account to other accounts on the Nearpays App, and to any bank account with a Nigerian bank.

7.3 We may not process your transfer or payment if:

7.3.1 If your instructions are unclear.

7.3.2 You have insufficient funds.

7.3.3 There is a suspicion of criminal, fraudulent or illegal activity on your Account.

7.3.4 There is a suspicion of unauthorized access on your Account.

7.3.5 We (and/or our Partners) are legally restricted from completing the transfers.

7.3.6 It goes over your payment limits (where applicable).

7.3.7 Your account has been dormant for more than 12 months.

7.3.8 We are prohibited or restricted from doing so in accordance with the payment system regulations or any applicable law in Nigeria.

7.4 You are responsible for providing the correct details for the recipient of your transfers or payments. Where payments are made according to your instructions and those instructions were wrong, but authorized, we will work with our partners to assist you in retrieving the amount if you notify us promptly. Where we are unable to retrieve the payment, we will assist you with the relevant information in our possession that you may need to reclaim your funds.

7.5 You may be required to set a password/Personal Identification Number (PIN) to carry out transactions using the account. When you enter your password to confirm a transaction, you confirm that we may treat the transaction as having been authorized.

8. Prohibited Transactions

8.1. It is strictly forbidden to send or receive payments as consideration for the sale or supply of:

• Hard drugs and drug paraphernalia.

• Weapons (including without limitation, knives, guns, firearms or ammunition).

• Satellite and cable TV descramblers.

• Pornography, adult material, material which incites violence, hatred, racism or which is considered obscene.

• Government IDs and licences including replicas and novelty items and any counterfeit products.

• Unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses).

• Unregistered charity services Items which encourage or facilitate illegal activities.

• Prepaid debit cards or other stored value cards that are not associated with a particular merchant and are not limited to purchases of particular products or services.

• Multi-level marketing, pyramid selling or ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programmes.

• Goods or services that infringe the intellectual property rights of a third party.

• Activities defined as illegal by the CBN and laws of the Federal Republic of Nigeria.

8.2. It is strictly forbidden to make payments to or to receive payments from persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. We may suspend or terminate your Account at any time or refuse to execute or reverse a transaction if we believe that you directly or indirectly use or have used your Account for or in connection with illegal gambling transactions.

8.3. It is strictly forbidden to use your Account for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency.

We reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories to these Terms and Conditions of Use. If you conduct or attempt to conduct any transaction in violation of the prohibitions, we reserve the right to:

• Reverse the transaction.

• Close or suspend your Account.

• Report the transaction to the relevant law enforcement agency.

• Claim damages from you.

• Charge you an administration fee in case we apply any of the above.

9. Liability

In case of an unauthorized payment or a payment that was incorrectly executed due to an error by us, we shall at your request immediately refund the payment amount including all fees deducted therefrom. This shall not apply:

9.1 Where the unauthorized payment arises from your failure to keep the personalized security features of your Account safe in which case you shall remain liable.

9.2. if you fail to notify us without undue delay of a loss of your password or any other event that could reasonably be expected to have compromised the security of your Nearpays Account after you have gained knowledge of such an event, you shall remain liable for losses incurred up to your notification to us.

9.3 If the transaction was unauthorized but you have compromised the security of your Account with intent or gross negligence, , or if you fail to dispute and bring the unauthorized or incorrectly executed transaction to our attention within 2 weeks from the date of the transaction, you shall be solely liable for all losses.

9.4 Section 9.3 shall not apply to transactions made after you have notified us in accordance with section 9.0 in which case, we shall remain liable and refund any unauthorized transaction immediately to you.

9.5 Without prejudice to the foregoing, you are asked to check the transactions history of your Account regularly and frequently and to contact Customer Service immediately in case you have any questions or concerns. Contact may be over email support@nearpays.com

9.6. In the case of any incorrect or misdirected payment, we shall take reasonable measures to assist you with tracing and recovering such payments.

9.7 Subject to the foregoing, we shall not be liable for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control, or the control of the intermediary affected.

9.8. We shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.

9.9. Nothing in these Terms of Use shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.

10. Statements

10.1. A statement and activity report in respect of your Account will be made available on Request. Requests shall be made via a contact link on the App.

10.2. The statement on the App shall provide details of your recent transactions in your Account initiated.

10.3. Your statement will show all transactions carried out from your Account. You must check your statement carefully and notify us as soon as possible, and no later than 48 hours after receipt of your statement, if it includes any transaction or other entry which appears to you to be wrong or not made in accordance with your instructions.

10.4. Nearpays, may without notice to you, rectify discrepancies, add or alter the entries in your statement to reflect the accurate position of your transactions.

10.5. Save for a manifest error, a statement issued to you in respect of your Account shall be conclusive evidence of the transactions carried out on our App for the period covered in the statement.

11. Warranty Disclaimer

11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

12. Limitation of Liability

12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEARPAYS, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; OR (D) ANY EVENT BEYOND OUR REASONABLE CONTROL.

12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD PARTY NOT ACTING ON OUR INSTRUCTIONS, AND WE WILL NOT BE LIABLE FOR ACTIONS OR INACTIONS NOT DIRECTLY TRACEABLE TO US.

12.3 DUE TO THE NIGERIA INTER-BANK SETTLEMENT SYSTEM (NIBSS), PAYMENTS MAY BE DELAYED. THUS, WE SHALL NOT BE LIABLE FOR ANY DELAYED PAYMENTS. WE SHALL NOT BEAR ANY LIABILITY FOR INABILITY TO COMPLETE A PAYMENT INSTRUCTION BECAUSE OF INACCURATE OR INSUFFICIENT PAYMENT INSTRUCTIONS, OR THE FAILURE OF THE RECIPIENT OR BANK TO CLAIM THE PAYMENT, OR BECAUSE EITHER YOU OR THE RECIPIENT DID NOT PROVIDE ANY REQUESTED INFORMATION, OR WE OR THE ISSUING BANKS ARE UNABLE TO VERIFY YOUR IDENTITY OR THE IDENTITY OF THE RECIPIENT TO OUR SATISFACTION.

13. Breach of Agreement

In the event of a breach of these agreement, or a reasonable suspicion that you have breached these agreement in any way, we may: temporarily suspend your access to our Services; permanently prohibit you from accessing our Services; block computers using your IP address from accessing our Services; contact any or all of your internet service providers and request that they block your access to our Services; delete your Account; and/or commence legal action against you, whether for breach of contract or otherwise.

14. Due Diligence and Audit Rights

14.1 We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all Users of our services.

14.2 You agree to provide to us all such information and documentation as we may require: in order to verify your adherence to, and performance of, your obligations under these Terms; for the purpose of disclosures pursuant to a valid order by a court or other governmental body; or as otherwise required by law or applicable regulation.

15. Keeping Your Account Secure

15.1 It is your duty to keep your security information relating to your account and on our App secure. Where you suspect that the security of your Account may have been compromised, you are required to inform us as soon as possible. Please change your password and any other security credential immediately. We will not be liable for transactions carried out where access to your account has been compromised by you, malware or human interference outside of our control.

15.2 You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

16. User Representations

16.1 By using the App, you represent and warrant that:

16.1.1 All registration information you submit will be true, accurate, current, and complete; and you will maintain the accuracy of such information and promptly update such registration information as necessary;

16.1.2 you have the legal capacity, and you agree to comply with these Terms and Conditions.

16.1.3 you are not under the age of 18,

16.1.4 You are not using the product for money laundry as espoused in the Nigerian Money Laundering Act of 2011.

16.1.5 you will not access the App through automated or non-human means, whether through a bot, script, or otherwise.

16.1.6 you will not use the App for any illegal or unauthorized purpose.

16.1.7 your use of the App will not violate any applicable law or regulation.

16.2 If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

17. Anti Money Laundering and Countering Financing of Terrorism

To comply with relevant AML obligations, we may request information on the transactions carried out on your Account.

18. Intellectual Property Rights

18.1 Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, product and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Nigerian, foreign jurisdictions, and international conventions.

18.2 The Content and the Marks are provided on the App “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Application and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

18.3 Provided that you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

19. Termination and suspension

19.1. We may terminate your account, or any payment service associated with it by giving you prior notice of 21 days in the event of breach of any of the terms set out in this document.

19.2. We may at any time suspend or terminate your Account in case you breach any condition of these Terms of Use or any other condition applicable to specific services covered by separate terms and conditions. A notice of 21 days shall be provided in case of such an eventuality.

19.3 You violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our services. We have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity.

19.4 We may suspend your Account at any time if:

19.4.1 We reasonably believe that your Account has been compromised or for other security reasons.

19.5.2 We reasonably suspect your Account to have been used or is being used without your authorization or fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify.

19.5 In addition to Termination by default, we may terminate this Agreement at any time and for any reason subject to the requirements of applicable law.

19.6 We can terminate your Account by sending written notice to the address on your application.

19.7 If there is no debit or credit on this Account for twelve (12) consecutive months, we may terminate this Account without notice to you.

19.8 We may terminate your account upon receiving a request from you to terminate the account.

20. Taxes

20.1 All payments to be made by you in connection with these Terms and Conditions or any Services provided to you by us may be calculated without regard to any taxes payable by you or in respect of the Services. If any taxes are payable in connection with the payments, you must ensure that you pay such taxes and that you pay to us such additional amounts as will result in our receiving the full amount we would have received had no such taxes been applicable to the payments.

20.2 You hereby consent and agree that we may withhold amounts in your Account if we are required to do so in accordance with the direction of any tax authority, or we are otherwise required by law or regulation or pursuant to agreements with any tax authority to do so, or if we need to comply with internal policies or with any applicable order or sanction of a tax authority. You will, however, be notified if such deductions are made.

20.3 All payments to be made by you under this Agreement shall be made in full without any set off or counter claim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Nearpays, you shall immediately pay to us such additional amounts as will result in Nearpays receiving the full amount it would have received had no such deduction or withholding been required.

21. Notices

21.1 If you wish to contact us, or if any condition in these Terms and Conditions requires you to give notice to us you may send such communication to us by e-mail to support@nearpays.com or to such e-mail address that may be communicated to you from time to time. We will confirm receipt of this by contacting you in writing by e-mail.

21.2 If we have to contact you or give you notice in writing, we may do so by posting such notice on our website; the App, by e-mail or SMS to the mobile phone number or e-mail address you provided to us.

22. Assignment

You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your Nearpays Account in any way (by operation of law or otherwise) without our prior written consent. To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.

23. Severability

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall be deemed to be severed from these Terms but shall not affect the validity and enforceability of the other remaining provisions.

24. Force Majeure

We shall not be liable for any delay or failure to perform any obligation as required by these Terms as a result of any cause or condition including but not limited to, an act of God, epidemic, pandemic, acts of civil or military authorities, national or local emergency, acts of terrorists, acts or omissions of Government including directives from a regulatory authority, civil disturbance, war, strike or other labour dispute, fire, explosion, interruption in telecommunications or internet services or network provider services, of equipment and/or software or any other occurrence which is beyond our reasonable control.

25. Governing Law

These Terms are made under and will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

26. Dispute Resolution

26.1 For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this section) relating to the Services or these Terms, you and we agree that any such controversy, dispute, demand, claim, or cause of action shall be resolved in the first instance, by mutual discussions within fourteen (14) days of either you or us notifying the other of the existence of a dispute or claim. We and You shall use all reasonable endeavours to resolve amicably and in good faith any dispute arising out of or in connection with the Services or these Terms.

26.2 In the event that we and you are unable to reach an amicable resolution by mutual discussions within the fourteen (14) days referred to in the preceding paragraph, then such dispute or claim shall be settled through binding and confidential arbitration. As used in this Section, “"we”" and “"us”" mean Nearpays and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “"we”" and “"us”" include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

26.3 Arbitration will be subject to the applicable Arbitration and Conciliation Act in Nigeria and not any state arbitration law.

26.4 We and You shall mutually agree on the appointment of a sole arbitrator within fourteen (14) Business Days from when the dispute is referred to arbitration. Where we and you are unable to agree on the appointment of the Arbitrator, such sole arbitrator shall be appointed by the President, the Chartered Institute of Arbitrators, United Kingdom, Nigeria Branch (CIARb Nigeria) on the application of either we or you.

26.5 The venue of the arbitration shall be Lagos State, Nigeria and the language to be used in the arbitral proceedings shall be English. We and You agree that the decision of the Arbitrator shall be final and binding on both of us.

26.6 You and we must abide by the following rules: (a) the arbitrator will honor claims of privilege and privacy recognized at law; (b) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (c) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

26.7 The arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgment. Nothing in these dispute resolution provisions shall prevent either we or you from obtaining interim pre-emptive or injunctive relief from a court of competent jurisdiction to enforce or prevent a breach of a term of these Terms – provided that the relief is obtained in legal proceedings instituted as a prelude to a reference to arbitration.

26.8 This Section will survive termination of your Nearpays Account and if any part of these dispute resolution provisions is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with any applicable law, then the balance of these dispute resolution provisions will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein.

27. Miscellaneous

27.1 The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. Specifically, you agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

27.2 These Terms, together with our Privacy Policy, constitute the entire and sole agreement between you and us with respect to the Services and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Nearpays, and you do not have any authority of any kind to bind Nearpays in any respect whatsoever.

27.3 You acknowledge that in entering into this Agreement you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or our Privacy Policy.

27.4 If you have any questions, complaints, feedback comments, or concerns regarding these Terms or the Services, please contact us at support@nearpays.com. When you contact us, please provide us with the relevant information we need to verify your account.