This Monnify Platform (“Monnify”) Terms of Service (the “Agreement”) represents the binding terms of the Monnify service provided by TeamApt Limited (“TeamApt”, “we”, “us” or “our” including its parents, subsidiaries, or other affiliated companies). The contents of this Agreement are binding and are not subject to any varying terms or conditions, unless as provided by TeamApt subsequently, upon notice to the User.

In this Agreement, “the User” or “you” refers to the party that accepts this Agreement.

By accepting this Agreement, you are deemed to be a merchant and agree to be bound by this Agreement and as may be amended from time to time and posted on our website. If you disagree with any part of this Agreement, do not access Monnify.

In addition, the User’s use of Monnify shall be subject to any applicable card scheme rule, applicable regulatory guidelines or any other rules/provision communicated by TeamApt from time to time. All such guidelines or rules are hereby incorporated by reference into this Agreement.

About Monnify

Monnify is a multi-channel web and mobile acquiring payment gateway that makes it easy for merchants to accept payments online and offline from users or customers (the “Service”). Merchants can receive payments from their customers via transfers, USSD, cards, direct debit, Quick Response (QR) or at agent locations. These funds will be settled into the Merchant’s account at an agreed time, less an agreed transaction fee.

We are an independent contractor for all purposes, providing this website and the Service on an independent service provider basis. We do not endorse, have control nor assume the liability or legality for the products or services that are paid for with the Service. We do not guarantee any user’s identity and cannot ensure that a buyer or seller will complete a transaction.

Registration

To use Monnify, you have to create a Monnify account by registering. While registering, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information (by ourselves or through third parties), after which we will approve your account unless we deem otherwise in our sole discretion.

By registering on Monnify, you give us permission to carry out all necessary checks (by ourselves or through third parties) to verify the information that you have provided.

Change of Information

In the event that you change any information (including your business name, address, financial institution, mode of payment or the products and services you offer, or where you experience a corporate restructuring, including but not limited to a merger, an acquisition, hive-off) provided to us at registration, you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us and/or has not been used to previously contact us.

License

We hereby grant you a revocable, non-exclusive, non-transferable license to use Monnify’s Application Programming Interfaces (APIs), developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Service.

If you do not comply with any documentation and any other requirement provided by us, then you will be liable for all resulting damages suffered by you, TeamApt and third parties.

Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

User’s Responsibilities and Undertakings

The User shall:

• make available to TeamApt all relevant information, details and documentation as may be requested by TeamApt to facilitate seamless integration of Monnify to the User’s website/platform.
• not make any warranty or representation whatsoever in relation to Monnify or TeamApt which may bind TeamApt or make it liable in any way whatsoever.
• comply with all security or encryption standards, rules and procedures imposed by TeamApt.
• be and remain Payment Card Industry Data Security Standard (PCIDSS) compliant (where required by TeamApt) and be in compliance with applicable card scheme security requirements during the term of this Agreement.
• where required by TeamApt, provide a copy of its PCIDSS compliance Certificate, applicable documentation such as Attestation Of Compliance and Report Of Compliance where applicable and every renewal thereof.
• ensure it has implemented a reconciliation, fraud protection and monitoring tool of the highest standard and provide evidence of same to TeamApt (upon TeamApt’s request for same).
• inform TeamApt of any change in the particulars of its designated bank account/settlement account, such change will not be effected until the User has provided evidence to TeamApt that it has communicated this change to the former settlement bank.
• not use any customer’s payment card details including but not limited to Primary Account Number (PAN) or Card Number, Personal Identification Number (PIN), Card Verification Value (CVV) for any purpose other than for the facilitation of the payment authorized by the customer.
• keep any approved digital certificates for a site authentication current and valid and take all necessary measures to protect the security and secrecy of its site certificates.
• notify TeamApt of any change to the internet protocol address of its website used for payment transactions.
• not offer for sale on its site, any goods or services not expressly stated during registration of the User’s website/platform with TeamApt. Upon default by User, TeamApt shall without any liability, immediately suspend and/or terminate the Service.
• only accept payments and/or process refunds from cardholders or customers in connection with goods and/or services which have been supplied to the relevant cardholder or customer.
• perform the necessary Know Your Customer (KYC) and due diligence checks on all of its customers.
• implement a two-factor authentication system as required by the Central Bank of Nigeria.
• upon request by TeamApt, provide KYC documentation/information relating to any of its customers.
• ensure that it has adequate controls, safeguards, information technology security and effective internal controls for all of its operations.
• not and shall not permit its affiliates or any third party to translate, reverse engineer, decompile, recompile, update or modify all or any part of Monnify or merge Monnify into any other solution.
• comply with the provisions of all applicable regulations including the Central Bank of Nigeria’s Regulation for Direct Debit Scheme in Nigeria, 2018 (Revised), and any amendments there to.
• comply with and implement the requirements of the Nigeria Data Protection Regulation, 2019 and any amendments thereof (NDPR).
• be responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that it uses to access Monnify. Consequently, the User agrees not to allow any third party to have or use any of its IDs, passwords, personal identification numbers (PINs), or any other codes that it uses to access Monnify. In the event that the User shares its IDs, passwords, personal identification numbers (PINs), or any other codes that it uses to access Monnify with any third party, TeamApt will not be liable to the User for any loss or damage which may occur in consequence thereof.
• comply with any policy/document communicated by TeamApt.
• not infringe on TeamApt's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
• not engage in any illegal or suspicious activity and/or transaction.
• not use Monnify in a manner that TeamApt, a card scheme or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules.
• not disclose or distribute another user's information to a third party or use such information for marketing purposes unless with written consent of the owner.
• not facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
• not use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy Monnify without the prior written consent of TeamApt.
• not use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with TeamApt’s website or services.
• not use or display any card scheme acceptance mark upon termination of this Agreement or upon notification by TeamApt to discontinue such use or display.
• ensure any use of a card scheme’s acceptance mark in advertising, acceptance decals, or signs, must be in accordance with the standards of the applicable card scheme, as may be in effect from time to time.
• maintain a policy that does not discriminate among customers seeking to make purchases with a payment card.
• not engage in any acceptance practice that discriminates against or discourages the use of a payment card in favor of any other acceptance brand.
• not require, or indicate that it requires, a minimum or maximum transaction amount to accept a valid and properly presented payment, except as mandated by applicable laws and regulations.
• not impose, as a condition of card acceptance, a requirement that a customer waives a right to dispute a transaction.
• be responsible for the conduct of its customers, employees, agents, and representatives.
• prominently and clearly disclose to the customer at all points of interaction:
  1. the name of the User, so that the customer can easily distinguish the User (as a merchant) from any other party, such as a supplier of products or services to the merchant; and
  2. the location (physical address) of the User to enable the customer to easily determine, among other things, whether the transaction will be a domestic transaction or a cross-border transaction.
• disclose its location before any customer is prompted to provide card information.
• ensure the name and country location, as disclosed to the paying customer at the point of interaction and on transaction receipts, is the same as what is provided in authorization and clearing transaction messages.
• conduct its business and perform its obligations in compliance with applicable laws and regulations.
• report all instances of data compromise immediately to TeamApt, upon discovery.
• comply with the applicable card scheme rules.
• submit to any procedural and financial audits conducted by and on behalf of TeamApt or a card scheme.
• fully cooperate with all investigations until completed, if undergoing a forensic investigation,
• if using, or intending to use, a service provider in connection with Monnify or the Service, must:
  1. provide TeamApt with information on any service provider that it uses or intends to use; and
  2. validate the service provider is certified as compliant with the PCI DSS or a similarly established data security standard.
• not engage in any activity that may create harm or loss to the goodwill of TeamApt or any applicable card scheme’s brand or payment system.
• ensure it selects the correct business category, during onboarding on Monnify.
• be aware of the possibility of a chargeback, and regularly check in and provide evidence for such, so its account is not debited and/or suspended.
• keep all transaction records and proof of value being given to its customers, for presentation when a claim or chargeback is logged against it.
• put operational structures and processes in place to attend to all customer concerns including chargeback claims.
• inform TeamApt in writing of any changes to its ownership structure.
• ensure its refund policy is clearly visible to all customers on its platform.
• give authorization to TeamApt to debit its settlement account for claims against it and understands that all liabilities/claims under this Agreement shall be treated as a loan and in this regard, gives TeamApt a Global Standing Instruction (GSI) to access to all of its existing accounts in Nigeria.
• fully support TeamApt or its agents, in the recovery process for fraud committed by it, its customers, employees, representatives, agents, or by any third party.
• fully support TeamApt or its agents, in the recovery process for losses that have arisen from erroneous transactions.
• not retry a transaction that has the same transaction ID with a previous transaction.

Unless otherwise agreed by TeamApt in writing, the User acknowledges and agrees that it shall (at own cost) be solely responsible throughout the duration of this Agreement for the provision of all such equipment, software, systems and telecommunications facilities which are required to enable it receive the Service.

The User agrees that only the website/platform expressly stated upon its registration with TeamApt shall be integrated to Monnify and derive the Service.

In order to permit the User’s website/platform to inter-operate with TeamApt’s payments systems, the User will be provided with Application Programming Interface codes to be installed on User’s website/platform. The User shall have full responsibility for the integration process and TeamApt shall not be liable for any fault or failure to integrate to the payment systems. All integration however, shall be subject to the User’s website/platform passing TeamApt’s integration acceptance tests prior to go live.

The User shall be liable for (including without limitation, all charges, losses or damages whatsoever arising from):

• data stored or transmitted on or through Monnify; or
• any use of its Monnify passwords or identification codes.

The User shall promptly notify TeamApt of any security breach, misuse, irregularity, suspected fraudulent transaction, account numbers or suspicious activities that may be connected with attempts to commit fraud or other illegal activity throughout the duration of this Agreement.

The User shall be solely responsible to and for its online customers on its website/platform and use thereof of the payment systems.

The User shall take all steps to keep secure and confidential any information or data related to transactions initiated on the User’s website/platform. In the event any such information is lost, stolen or otherwise compromised, the User shall forthwith report and give written notice of such occurrence to TeamApt whereupon the User shall take immediate steps to remedy the situation and prevent its reoccurrence.

The User is prohibited from:

• accepting transaction payments for previously disputed transaction charges incurred at the User’s location/website/platform.
• submitting any transaction into the payment system that is illegal or that the User knows or should have known was illegal. All transactions must be legal in both the customer’s and User’s respective jurisdictions.
• submitting a transaction into the payment system that the User knows or should have known to be either fraudulent or not authorized by the paying customer.
• requiring a cardholder to complete a postcard or similar device that includes any of the following in plain view when mailed: the cardholder’s account number, card expiration date, signature, or any other card account data.
• requesting the Card Verification Value 2 (CVV2) data of a customer on any paper order form. disbursing funds in the form of cash to a customer.
• creating a transaction for a customer that is attempting to refinance a bad check or a past due amount.
• submitting transactions on behalf of other entities.
• splitting a transaction with the intent of avoiding a single authorization for the full amount of the purchase.

The User shall comply with the Data Processing provisions in the Schedule to this Agreement, which is hereby incorporated by reference into this Agreement.

The User is solely responsible and liable for the content and accuracy of any information, material, listings, images and/or communications it publishes, or causes to be published/transmitted, via Monnify or any associated systems. TeamApt does not monitor, edit, endorse, verify or otherwise certify the content of any information, material, listings, images and/or communications made or provided by the User. If the User becomes aware of any issues arising in relation to any such content published on Monnify or any related site or system, it must immediately notify TeamApt in writing. The User understands that TeamApt has the right to remove any content or Information posted by the User on/via Monnify.

The User acknowledges and agrees that it is responsible for the accuracy and completeness of all information submitted to TeamApt and that it is responsible for verifying the identity of any person accessing Monnify in its name. TeamApt does not and shall not verify or otherwise certify any information submitted on Monnify, neither shall TeamApt verify the identity of any person accessing Monnify in the User’s name. The User shall irrevocably be liable for the acts and omissions of such persons accessing Monnify using its name.

TeamApt’s Undertakings

TeamApt shall provide the Service with reasonable care and skill and in accordance with all applicable laws and regulations.

TeamApt warrants that it has the right and authority to grant to the User the licence set out in clause 4, in accordance with the terms of this Agreement.

TeamApt shall not be liable to the User in event that the User suffers loss arising from a breach of the security and integrity of the User’s website/platform, hardware or software related to this Service.

In no event shall TeamApt be liable to the User in excess of the transaction fees that has accrued to TeamApt from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises.

No liability shall be raised against TeamApt more than one (1) year after the accrual of the cause of such liability therefore. It is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of TeamApt. The limit of liability applies irrespective of the number of claims.

TeamApt shall not be liable for any loss which occurs during a routine maintenance of its platform, of which it has given the User notice of.

TeamApt will not be liable for the actions or inactions of any third party not acting on the instructions of TeamApt; neither will TeamApt be liable for the actions or inactions not directly traceable to it.

Any third-party software application that the User uses on or with Monnify is subject to the license agreed to between the User and the third party that provides such software. TeamApt does not own, control nor have any responsibility or liability for any third-party software application used on or with Monnify.

TeamApt shall not be liable for any special, indirect, Incidental, punitive, or consequential damages, including loss of profits howsoever caused, including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against the User by any third person, even if TeamApt has been advised of the possibility of such damages.

TeamApt shall comply with the data processing provisions which are set out in the Schedule to this Agreement.

TeamApt shall not be liable for any delay, failure, breakdown, damage, loss, costs, claim, penalty, fine or expense arising from:

• use of the Service and/or Monnify by the User otherwise than in accordance with the terms of this Agreement;
• any fault in any hardware, third party service provider services or connecting software supplied to or obtained by the User;
• service disruptions caused by the introduction of new products by the User or standards or features available on any connecting switch/system, whether caused by compromise of design, implementation information or otherwise which is not as advised by TeamApt; or
• the actions or omissions of any telecommunications authority or a supplier of telecommunications services.

Transaction Limits

TeamApt reserves the right to impose transaction limits for transactions that are passed through Monnify for any reason upon notice to the User.

Service Fees and Charges

You agree to pay us for the Service. Our fees will be calculated as demonstrated on the Pricing Page on our website and can be calculated on the same page. The fees on our Pricing Page are integral to and form part of this Agreement.

Our fees are exclusive of Value Added Tax and all applicable taxes and duties, which shall be borne by the User.

TeamApt reserves the right to revise such fees and any charges from time to time upon notice to the User.

TeamApt shall deduct all fees and charges from all transactions that have been initiated via Monnify before remitting to the User/beneficiary.

All payments required to be made by the User to TeamApt in respect of the Service shall be payable without any deduction, claim, counterclaim, setoff, notice or demand.

No fee nor charge incurred by the User under the Service shall be refundable in the event of termination howsoever caused.

The User acknowledges that TeamApt may be subject to complying with instructions received from participating banks within the TeamApt network in respect of any transaction on/to the User’s settlement account and agrees that no liability shall be imputed to TeamApt for acting on any such instruction.

If for any reason whatever, a bank where the User’s settlement account is domiciled, ceases to belong to the TeamApt network, the User shall within 14 working days upon receipt of written notice thereof from TeamApt, provide an account for the purpose of the transactions with any of the other participating banks.

Where claims go above 1% of the User’s total sales processed within a month, TeamApt reserves the right to put the User on a chargeback monitoring service, which may be subject to applicable fees, as communicated by TeamApt. The User shall be liable to pay fee and charges, at least 6 months after the last processed transaction.

No transaction settlement for card transactions shall occur on the non-settlement days provided below:

• any day on which banks in Nigeria are not open for business;
• Sundays and public holidays as gazetted and declared in Nigeria; in which case card transactions effected on such days shall be paid and settled on the day immediately following which is not any of the aforesaid non-settlement days.

Settlement of Transaction Funds

For card transactions, TeamApt shall make settlement regularly of funds cleared and received by TeamApt to the User’s account domiciled with its settlement bank, on a T+1 basis (“T” being the day after the transaction was conducted). Transactions processed via channels such as transfers would be settled by 11:00 pm on the day the transaction was conducted. The User shall have no right of objection to any received amount after the expiry of 7 clear days.

Incomplete KYC

The User acknowledges and accepts that if it is unable to provide all documents/information required under the Know-Your-Customer (KYC) exercise, during the onboarding process, TeamApt may permit it to go live on Monnify, subject to the following conditions:

• transaction limits shall be imposed;
• TeamApt shall withhold settlement of all sums due to the User or beneficiaries, until the KYC exercise has been concluded;
• The User shall be deactivated from using Monnify, if it fails to complete the KYC exercise within 30 days from the date of go live; and
• All payments via Monnify for the User, shall be refunded to the respective paying customers (regardless of whether the customer has been given value), if the User is unable to complete the KYC exercise within 60 days from the date of go live of the User.

Indemnity

The User shall indemnify and hold TeamApt harmless from and against all actions, proceedings, costs, claims, demands, charges, expenses (including legal expenses), liabilities, fines, levies, losses and damages, whether arising in tort, contract or common law, which TeamApt may suffer or incur to the extent arising out of or in consequence of or in connection with:

• any claim brought against TeamApt by a customer, cardholder, card scheme, card issuer, other financial institution, acquirer or other third party arising from a transaction, whether or not previously remitted to the User;
• any claim brought against TeamApt arising from any aspect of this Agreement (including but not limited to, and in connection with any security breach as described in this Agreement, compromise or theft of data held by the User or on behalf of the User irrespective of whether such security breach, compromise or theft of data was within or outside the User’s control);
• the enforcement or attempted enforcement of this Agreement (which includes the recovery or attempted recovery of any sum owing to TeamApt under this Agreement);
• the protection of TeamApt’s interest in connection with any aspect of the parties’ relationship under this Agreement (including the cost of any third parties nominated by TeamApt or instructed by TeamApt for this purpose);
• a breach by the User of any of the provisions of this Agreement;
• any transaction (including a transaction which is subsequently discovered to be fraudulent);
• respect to any negligent act or omission by, or willful misconduct of the User, its representatives or its agents;
• any modification of or addition to Monnify not provided or approved by TeamApt; or
• any content, information, material, listings, images and/or communications it publishes, or causes to be published/transmitted, via Monnify or any related site/system.

If the User is a partnership, each partner shall be jointly and severally liable under this Agreement.

In the event of the occurrence of an event that leads to any damage, loss, liability or expense to TeamApt as stated in this clause 11, the User hereby agrees and authorizes TeamApt to immediately debit its account at settlement without recourse to the User.

The User agrees that if a fraudulent activity is associated with the operation of its accounts, TeamApt shall have the right to apply restrictions to such account and report to appropriate law enforcement agencies.

Chargebacks

In certain circumstances, card issuers, card schemes and/or other financial institutions may require repayment in respect of a transaction previously settled and/or remitted to a user, notwithstanding that authorisation may have been obtained from the card issuer and/or other financial institution (such circumstances being a "Chargeback").

The User acknowledges and agrees that under all applicable rules, regulations and operating guidelines issued by card schemes, financial institutions, the Central Bank of Nigeria and TeamApt relating to cards, transactions, other payment methods and processing of data, the User may be required to reimburse TeamApt for Chargebacks in circumstances where User has accepted payment in respect of the relevant transaction.

All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction or, at an amount equivalent to the original settlement currency at the rate of exchange quoted for settlement purposes on the day the Chargeback is processed.

Where a Chargeback occurs, TeamApt shall immediately be entitled to debit the User’s position with its Settlement Bank and/or make a deduction from any remittance and/or invoice due to the User to recover:/p>

• the full amount of the relevant Chargeback; and
• any other costs, expenses, liabilities or fines which may be incurred as a result of or in connection with such Chargeback ("Chargeback Costs").

A Chargeback represents an immediate liability from the User to TeamApt. Where the full amount of any Chargeback and/or any Chargeback Costs is not debited by TeamApt from the User’s bank account or deducted from any remittance or invoiced, then TeamApt shall be entitled to otherwise recover from the User by any means the full amount of such Chargeback and Chargeback Costs (or the balance thereof, as the case may be).

TeamApt shall not be obliged to investigate the validity of any Chargeback by any card issuer, card scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback.

As Chargebacks may arise a considerable period after the date of the relevant transaction, the User acknowledges and agrees that, notwithstanding any termination of this relationship for any reason, TeamApt shall remain entitled to recover Chargebacks and Chargeback Costs (and, where relevant, from any entity who has provided TeamApt with a guarantee or security relating to the User’s obligations under this relationship) in respect of all Chargebacks that occur in relation to transactions effected during the term thereof.

TeamApt reserves the right to immediately pass on to and recover from the User any fines incurred and/or impose further charges on the User and/or terminate the relationship forthwith if TeamApt considers that the total value of refunds and/or Chargebacks is unreasonable. TeamApt can recover fines from the User in the same way as Chargebacks and in any event they represent an immediate liability from the User to TeamApt.

The User agrees that it bears the responsibility to prove TeamApt’s satisfaction (or that of the relevant card issuer or other financial institution) that the debit of a customer's or cardholder's account was authorised by such customer or cardholder and that value was given to the customer.

Set Off

TeamApt is authorized to instruct the User’s settlement bank (or any other bank) to combine or consolidate all or any of the User’s accounts with the settlement bank (or any other bank) and set off or transfer any sum(s) standing to the credit of any one or more of such accounts in or towards the satisfaction of the User’s settlement liabilities via the use of Monnify including any fees/fines imposed on TeamApt due to any breach of this Agreement by the User or any sums wrongfully settled into the User’s settlement account.

TeamApt is entitled to defer any settlement or any other sum due to the User to the extent that TeamApt considers necessary or appropriate to protect its ability to recover the fees and/or the sums or any other liability (actual or anticipated) of the User in connection with this Agreement.

If TeamApt has reasonable suspicion that a transaction may be fraudulent or involve any illegal activity, TeamApt may suspend the processing of that transaction and any connected, transaction, or withhold settlement until the satisfactory completion of any investigation. The User shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving the affected payment. TeamApt reserves the right to refund the money back to the cardholders/customers.

The exercise by TeamApt of any of its rights under this clause shall be without prejudice to any other rights or remedies to which TeamApt is otherwise entitled (by operation of law, contract, or otherwise).

Payouts

Subject to the terms of this Agreement, TeamApt will send to your designated bank or card settlement account (“Bank Account”) all amounts settled and due to you from your transactions, minus our fees, any reversals, invalidated payments, Chargebacks, Refunds or other amounts that you owe to TeamApt under this Agreement (“Payout”). If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank account and related information and grant us permission to debit amounts due from your Bank Account.

After transfer of funds is initiated to your Bank Account, we will update information on your Monnify Dashboard to reflect settlement. Information regarding your transactions that are processed and settled using Monnify (“Transaction History”) will be available to you when you login to your Monnify Dashboard. While we will provide Transaction History in your Monnify Dashboard, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Monnify account as may be required for your business. TeamApt is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.

Payout Schedule

Your Payout Schedule, which is the time it takes us to initiate a transfer to your Bank Account settled funds from card transactions processed through us is on your Monnify Dashboard. We reserve the right to change your Payout Schedule, suspend payouts to your Bank Account or initiate a reversal should we deem it necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of Monnify, or if required by law, a lawful requirement of a regulatory authority or court order.

Handling of the User’s Funds

You authorise and instruct TeamApt to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. By accepting this Agreement, you further authorise TeamApt on how your card transaction settlement funds should be disbursed to you as Payouts and the timing of such Payouts.

You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by TeamApt pending settlement and Payout to your Bank Account.

Settlement funds will be held in a deposit account pending Payouts to you in accordance with the terms of this Agreement. We may periodically make available to you information about pending settlements yet to be received from the Card Networks.

Your authorisations will remain valid and be of full effect until your Monnift user account is closed or terminated.

TeamApt has partnered with deposit money banks in Nigeria to facilitate the provision of wallet services, through which you may opt to open a wallet and warehouse funds in your wallet to perform transactions.

You understand that the funds in your wallet will be held by a deposit money bank and that TeamApt would not be responsible for the funds in your wallet.

You understand that the relevant deposit money bank shall be responsible for responding to all enquiries and providing support in connection with the funds in your wallet.

You understand that TeamApt may in its sole discretion, decide to appoint another deposit money bank to provide wallets in connection with the Service and in furtherance of this, you hereby authorize TeamApt to transfer the funds in your wallet to the successor deposit money bank with notice to you.

You hereby authorize TeamApt to instruct the relevant deposit bank that holds the funds in your wallet to place a restriction on the funds in your wallet if there is reasonable suspicion of fraud in connection with your user account, if there is an erroneous transaction or if you breach any provision of this Agreement.

In addition to any other general lien or similar right to which TeamApt may be entitled by law, you hereby confirm that TeamApt may at any time and without notice to you, instruct the relevant deposit money bank that holds the funds in your wallet to combine or consolidate all or any of your wallets and set off or transfer any sum(s) standing to the credit of any one or more of such wallets in or towards the satisfaction of your liabilities to TeamApt on any other account or in any other respect, whether such liabilities be contingent, primary or collateral, several or joint. You hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever and irrevocably agree that you shall not argue to the contrary before any court of law, tribunal, administrative authority, or any other body acting in any judicial or quasi-judicial capacity.

Reserves

In our sole discretion, we may with notice to you, place a reserve on a portion of your Payouts by holding for a certain period such portion (Reserve).

If we take such steps, we will provide you with the terms of the Reserve which may include the percentage of your Payouts to be held back, period of time and any other such restriction that TeamApt may deem necessary. Where such terms are changed, we will notify you.

You agree that you will remain liable for all obligations related to your transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.

To secure your performance of this Agreement, you grant TeamApt a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.

TeamApt shall be entitled to apply the Reserve to cover any Chargeback or Refund that may arise including any fees/fines imposed on TeamApt due to any breach of this Agreement by the User.

If the Chargebacks and/or the refunds are higher than the Reserve, the User shall immediately make available the balance sum required to fulfill the Chargebacks or refunds liabilities.

TeamApt may require that the Reserve provided by the User be supplemented or replaced by any other form of security acceptable to TeamApt at any time.

Security/Deposit

TeamApt reserves the right to require that the User provides (or procures the provision of security in such form as to be agreed by TeamApt to secure the performance of the User’s actual, contingent or potential obligations under this Agreement or otherwise in connection with the Service. Such security may take the form of a cash deposit, a rolling reserve, Government Security Instruments (treasury bills and bonds), bank guarantee or insurance guarantee or any other guarantee or indemnity. TeamApt reserves the right to unilaterally call for an increase to the level of security held.

TeamApt may require that any security provided be supplemented or replaced at any time.

Upon termination of this Agreement, TeamApt may retain such amount from the security (if any) and settlement sums due to the User as may be determined by TeamApt to cover Chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by User for a period of one hundred and eighty days (180) Business Days. In the event that such retained amount is not sufficient to cover all outstanding amounts of the User post termination, the User shall ensure that it pays the TeamApy all pending amounts within ten (10) days of receiving the demand notice and shall at all times keep TeamApt indemnified in this respect.

Right of Audit

The User shall establish and maintain a reasonable accounting system that enables TeamApt to readily identify the User’s assets, expenses, costs of goods, and use of funds. TeamApt and its authorized representatives shall have the unrestricted right to audit, examine, and to make copies of, or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this Agreement kept by or under the control of the User, including, but not limited to those kept by the User, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, deposit slips, bank statements, all paid vouchers including those for out‐of‐pocket expenses, other reimbursement supported by invoices, original estimates, written policies and procedures and other correspondence as well as KYC and other relevant documents.

TeamApt shall reserve the right to appoint at any time an authorized representative/auditor to conduct a systems and/or compliance audit of the User (upon reasonable notice) as it may require in its absolute discretion notwithstanding that the User has confirmed to TeamApt that it has conducted an audit. The User undertakes to cooperate fully with and grant TeamApt’s representative full access to its operations and relevant documentation for the purpose of conducting the audit.

The User undertakes to permit TeamApt to conduct such other audits of its operations and processes as may be applicable or relevant to the performance of the User’s obligations under this Agreement. Such further audits shall be carried out under terms to be decided upon by TeamApt at its sole discretion.

Warranties

The User warrants that it is duly registered, and has the full capacity, legal and corporate authorisation to accept this Agreement and discharge the obligations and responsibilities created herein

The User further warrants that it has the required licenses and regulatory approvals to conduct its business and participate in this transaction and no element of the transaction constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property in its country or countries of domicile and operation.

The User warrants that it has adequate controls, safeguards, information technology security and effective internal controls for all its operations.

The User warrants to perform the necessary KYC (Know your customer) & due diligence on all its customers.

The User will keep TeamApt indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.

Age Restriction

Our website and the Service are not directed to persons below 18 years of age. We will not knowingly transact or provide the Service to persons below 18 years of age.

Data Compliance

You agree to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (PCI DSS Requirements”) and under any applicable law or regulation that may be in force, enacted or adopted regarding confidentiality, your access, use, storage and disclosure of user information. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with and keep yourself abreast of these standards as may be changed from time to time.

We are responsible for the security and protection of Cardholder Data (CHD) we collect and store. Accordingly, we implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement. We also implement periodical security updates to ensure that our security infrastructures are in compliance with reasonable industry standards.

We acknowledge that you own all of your customers’ data. You hereby grant TeamApt a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data for the following purposes:

• providing and improving the Service;
• internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data;
• complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and
• any other purpose for which consent has been provided by your customer.

Data Request and Integrity

In order to enable TeamApt to comply with applicable laws, including but not limited to anti-terrorism, financial services, anti-tax evasion and anti-money laundering laws and regulations imposing Customer Due Diligence (“CDD”) requirements, as well as with the card scheme requirements, the User must, before accepting this Agreement, and thereafter on TeamApt’s first request, provide information: about itself, and in particular about its financial status, solvency and liquidity, its activities, its payment acquiring and processing arrangements, its shareholders, its ultimate beneficial shareholders, the User’s products/services, its registered office address, as well as any and all regulatory licences and registrations required to sell the User’s products/services (herein defined as “the Merchant Underwriting Data”).

The User warrants unconditionally that all Merchant Underwriting Data it provides to TeamApt is correct and up to date and undertakes to provide TeamApt with at least five (5) days prior written notice of any material change of the Merchant Underwriting Data, including in particular (but not limited to) any change of its directors, shareholders and/or ultimate beneficial owners.

In addition to data specified in clause 23.1 above, TeamApt may also from time to time request the User to provide additional financial and other information such as relating to: (i) the current actual or expected delivery dates for processed transactions; (ii) estimates for the average time between transaction authentication and the related delivery date; (iii) the User’s ability to provide its products/services, and/or (iv) the User’s financial status, solvency and liquidity. The User shall provide such requested information within five (5) days of TeamApt’s written request.

If the User fails to provide the data requested in accordance with the provisions of this clause, TeamApt reserves the right to suspend access to Monnify until such data is provided.

The User agrees that TeamApt may run further checks on the User ’s identity, creditworthiness and background by contacting and consulting relevant registries and governmental authorities or any other relevant sources.

The User hereby authorizes TeamApt to submit Merchant Underwriting Data, or any other relevant information received from the User, to the relevant Card Scheme or third-party payment processor to obtain a permission for providing access to their Payment Methods for the User, or for any ongoing monitoring related purpose.

Disputes

TeamApt shall not be involved in any dispute that may arise between the User and its customers.

If a dispute arises between TeamApt and the User in connection with the interpretation, implementation or operation of this Agreement or its subject matter or the validity of any document furnished by either TeamApt or the User under this Agreement which cannot be resolved amicably by them within 10 days of notice of the dispute by either of them, TeamApt and the User and their legal representatives will promptly meet to consider whether there is a possibility of resolution by mediation or conciliation.

If TeamApt and User do not agree to refer a dispute to mediation or conciliation under the Lagos State Multidoor Court House, the matter shall refer the dispute to a court of competent jurisdiction.

The provisions of this clause:

• constitute an irrevocable consent by TeamApt and User to any proceedings in terms hereof and no party shall be entitled to withdraw there from or claim at any such proceedings that it is not bound by those provisions; and
• are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity of this Agreement for any reason.

This clause shall not preclude either TeamApt or User from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the mediator or conciliator.

The mediator or conciliator may, in any dispute in which any matter of a technical or financial nature is relevant, appoint an assessor having the requisite experience to assist the mediator or conciliator in the mediation process.

Trademark License

We hereby grant you a revocable, non-exclusive, non-transferable license to use TeamApt’s trademarks used to identify the Service (the “Trademarks”) solely in conjunction with your use of the Service.

You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to TeamApt (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all the Trademarks.

Intellectual Property

We do not grant any right or license to any of TeamApt’s intellectual property rights by implication, estoppel or otherwise other than those expressly mentioned in this Agreement.

Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.

Publicity

You hereby grant TeamApt authorization to use your name and logo in marketing materials including, but not limited to use on its website, in customer listings, in interviews and in press releases. Such publicity does not imply an endorsement for your products and services.

Confidential Information

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Know Your Customer

You agree that, you are solely responsible for verifying the identities of your customers, ensuring that they are authorised to carry out the transactions on your platform/website, and determining their eligibility to purchase your products and services.

You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide TeamApt with these.

Card Network Rules

Each card network has its own rules, regulations and guidelines. You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network Rules at Mastercard, Visa, Verve and other payment cards websites. The Card Networks reserve the right to amend the Network Rules.

Customer Payments

You may only process payments when authorised to do so by your customer. We will only process transactions that have been authorised by the applicable Card Network or card issuer.

We do not guarantee or assume any liability for transactions authorised and completed that are later reversed or charged back. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. TeamApt may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

Security and Fraud Controls

TeamApt is responsible for protecting the security of Payment Data including CHD in its possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in TeamApt’s servers from unauthorised access and accidental loss or modification.

Although, TeamApt cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes, TeamApt will however take all reasonable and commercially achievable measures to address any security breach as soon as it becomes aware.

You are required to provide a dedicated IP address which will be configured to your Monnify Disbursement profile. You understand that if you fail to provide the IP address, you do so at your own risk. You equally indemnify TeamApt in the event your failure to provide the dedicated IP address leads to a security breach on Monnify.

You agree to use other procedures and controls provided by us and other measures that are appropriate for your business to reduce the risk of fraud.

In the event that you suspect any fraudulent activity by a customer, you agree to notify TeamApt immediately and quit the delivery of the service. In addition, where we suspect that there have been frequent fraudulent transactions on your account, we reserve the right to cancel the Service to you and/or your account

Notification of Errors

You agree to notify us immediately any error is detected while reconciling transactions that have occurred using Monnify. We will investigate and rectify the errors where verified. In the event that we notice any errors, we will also investigate and rectify such errors.

Where we owe you money as a result of such errors, we will refund the amounts owed to you by a bank transfer to your Bank Account.

If a transaction is erroneously processed through your platform, you shall report to us immediately. We will investigate any such report and attempt to rectify the errors by crediting or debiting your Bank Account as appropriate.

Failure to notify us within 45 (forty-five) days of the occurrence of an error will be deemed a waiver of your rights to amounts that are owed to you due to an error.

Refunds

You agree that you are solely responsible for accepting and processing returns of your products and services. We are under no obligation to process returns of your products and services, or to respond to your customers’ inquiries about returns of your products and services. You agree to submit all Refunds for returns of your products and services that were paid for through Monnify to your customers in accordance with this Agreement and relevant Card Network Rules.

Term and Termination

This Agreement shall commence on the date of acceptance by the User and shall remain effective until terminated in accordance with provisions contained herein.

Either TeamApt or the User may elect to terminate this Agreementby giving one (1) month’s prior notice in writing to the other of its intention to do so.

TeamApt shall be entitled to immediately suspend the provision of the Service or to terminate the Service and by effect this Agreement at any time with immediate effect by notice to the User if:

1. the User is in breach of any of the provisions herein;
2. the User fails to pay any amount due under this Agreement;
3. TeamApt considers (in its absolute discretion) that the total value of refunds and/or Chargebacks is unreasonable;
4. the User is in breach of any applicable trading limit or floor limit;
5. the User presents a transaction in a situation where the User does not give to the relevant customer or cardholder the goods, services or other facilities referred to which they could reasonably expect to receive;
6. the User becomes insolvent or any step is taken for User liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction);
7. the User makes or proposes any arrangement with its creditors generally;
8. anything happens to User or a matter is brought to the attention of TeamApt which in its absolute discretion, it considers may affect the User’s ability or willingness to comply with all or any of the User’s obligation or liabilities herein;
9. any other change in the User’s circumstances (including a deterioration in or change to the User’s financial position) or in the nature of the User’s business or in the goods and/or services supplied by the User to customers or cardholders occurs which TeamApt in its absolute discretion considers material to the continuance of the services or any facilities made available to User;
10. the User ceases to carry on business or changes its line of business without notification to TeamApt;
11. TeamApt in its absolute discretion, determines that the relationship with the User’s business represents increased risk of loss or liability;
12. anything happens to the User or comes to the attention of TeamApt in relation to the User or arising from or incidental to the User’s business or the conduct of the User’s business (including trading practices and individual activities) or the User engages in any business trading practices or individual activity which in TeamApt’s absolute discretion is considered disreputable or capable of damaging TeamApt’s reputation or that of any of the card scheme or other financial Institutions, detrimental to TeamApt’s business or that of any of the card scheme or other financial institution or which may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
13. any fines or any other claims are brought against TeamApt by any card scheme, financial institution or any other third party arising from any aspect of the parties’ relationship (including in connection with any security breach, compromise or theft of data held by the User or on behalf of User irrespective of whether such security breach, compromise or theft of data was within or outside the User control);
14. the User undertakes trading practices which TeamApt has not consented to;
15. TeamApt or any affiliate becomes entitled to terminate any agreement with or enforce any security from User or User’s affiliate;
16. any card scheme, financial institution, acquirer or regulator introduces additional terms and conditions or amends the terms and conditions relating to the Service;
17. the User is involved in any activity that may in TeamApt’s opinion may create harm or loss to the goodwill of a card scheme; or
18. TeamApt is required or requested to do so by any card scheme, financial Institution, regulator or government agency.

Upon termination of this Agreement and/or the Service, all rights and obligations of either party shall cease to have effect immediately, save that:

1. the clauses of conditions which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination; and
2. termination shall not affect accrued rights and obligations of either TeamApt or the User under the Agreement as at the date of termination.

Upon or at any time after termination, the User shall immediately pay all amounts owed under the Service and, for the avoidance of doubt, TeamApt shall remain entitled to withhold sums, set- off any sums and recover any Chargebacks and Chargeback Costs pursuant to the relevant clauses herein.

Restricted Activities & Acceptable Use Policy

You are independently responsible for complying with all applicable laws related to your use of our website and the Service. However, by accessing or using Monnify, you agree to comply with the terms and conditions of our Acceptable Use Policy and are restricted from the activities specified in it which you can read on the Acceptable Use Policy page on our website.

Anti-Money Laundering and/or Counter Financial Terrorism Policy

We operate zero tolerance for money laundering and financial terrorism. As such, we work in close relationship with law enforcement agents and our regulatory authorities to identify and present for prosecution any merchant and/or any customer of our merchants who are reasonably suspected of money laundering and financing terrorism. By using the Service, you undertake that you and your business are not involved in money laundering and terrorism financing. You understand that you will not knowingly utilize the Service to facilitate money laundering and/or financial terrorism. We retain at all times during the course of this Agreement the right to withdraw the Service to you upon reasonable suspicion of your breach of this provision. You understand that as a result of investigations and/or enquiries by law enforcement agents and regulatory authorities, we may release your information in compliance with their lawful requests. You understand that as a result of investigations by law enforcement agents and/or courts of competent jurisdiction, you may be liable to Chargeback on transactions considered to be against extant anti-money laundering and counter financial terrorism laws. We retain the right to utilise any sum standing to your credit in Reserve to offset all cost incurred in attending to all lawful invitations, enquiry by law enforcement agencies and regulatory agencies. You also give us the right to make a deduction from your Bank Account to the extent our cost cannot be covered by the Reserve. For the avoidance of doubt, you also covenant with us that in the event that the sums standing to your credit in your Reserve and your Bank Account cannot offset the cost incurred by us, you agree to pay all such amounts and you grant us the right to enforce this payment through lawful means.

Fraudulent Transactions

The User shall establish a fraud desk that would aid in the investigation of suspected fraudulent transactions.

In the event of a reported fraudulent transaction processed by the User on behalf of its customers, the User will be required to immediately hold the funds within thirty (30) minutes of notification (if settled) pending an investigation carried out by the fraud desks of the sending and receiving financial institutions in accordance with CBN circular BPS/DIR/GEN/CIR/02/004.

The funds should be held for a maximum of seventy-two (72) hours to facilitate the conduct of investigations. The hold on the funds should be released after seventy-two (72) hours if the sending institution cannot establish the User or the User’s customers collision in the fraud and no court order or relevant law enforcement order has been provided to extend the hold. The hold on the funds may extend past seventy-two (72) hours if a case of fraud has been established, subject to the provision of a court order or law or law enforcement order.

During the course of the investigation, the fraud desks may require certain information on the User and/or the User’s customer(s). The information provided will be treated with full confidentiality as specified in this Agreement and will only be used for the purpose of the fraud investigation. Any requested information in this regard shall be provided by the User within a period of six (6) hours from the time TeamApt makes a request.

Salvaged funds shall be repatriated within twenty-four (24) hours from the time of TeamApt’s request.

The User shall indemnify and hold TeamApt harmless against any loss, damage, claim or liability that TeamApt may suffer or incur due to the failure of the User to attend to fraud requests in accordance with the provision of this clause 38.

Privacy Policy

TeamApt is committed to managing your personal information in line with global industry best practices. Please read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

Webhook Processing

1. You are required to secure your webhook by using a combination of the following approaches:
   • Transaction Hash Validation: This is applicable by default on your transaction notification webhook. A hash of some properties in the request payload is computed, and you can validate this on your server by computing the same hash and comparing outputs.
   • IP Whitelisting: To prevent requests from unauthorized origins, you can whitelist Monnify’s IP address and only honor requests from this IP address. Webhook notifications from Monnify will come from the following IP address - 35.242.133.146
2. When a notification is sent to your server, we expect to receive a 200 HTTP Status Code. When we get this, we assume the notification has been successfully received. If any other response code is received or if the request times out, the request will be resent a maximum of 10 times within a five-minute period between each resend, after which a webhook request will no longer be made.
3. When processing webhook notifications from us, you are required to keep track of all notifications you have received. When a new notification is received, you are required to always check to confirm that the notification has not been already processed before giving value so as not to give double value to your customers. A resend of already processed notifications can happen if we do not get a 200 HTTP Status code, or in the case of a request time out.

Disclaimers

WE TRY TO KEEP MONNIFY AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE. HOWEVER, YOU USE IT AT YOUR OWN RISK. OUR WEBSITE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT OUR WEBSITE AND THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR WEBSITE OR FROM TeamApt, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "TeamApt PARTIES") SHALL CREATE ANY WARRANTY.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that TeamApt may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of TeamApt’s liability shall be the minimum permitted under such applicable law.

Waiver

The failure by either Party to enforce any of the provisions of this Agreement shall not constitute a waiver of the same or affect that Party's rights thereafter to enforce the same.

Assignment

Neither Party shall assign any of its obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld.

Regardless of any provision of this Agreement, TeamApt shall be entitled to assign all or any part of this relationship to a card scheme or its affiliate upon written notice to the User.

Force Majeure

If the compliance with this Agreement or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected shall be excused from performance to the extent of the prevention, restriction or interference, but the party so affected shall use its best endeavours to avoid or remove the causes of non- performance and shall continue performance under this Agreement with utmost dispatch whenever such causes are removed or diminished.

Notices

Any notice required hereunder shall be in writing and sent to the User via the electronic mail address provided to TeamApt during registration for use of Monnify. Any electronic Communications will be considered to be received by User within 24 hours of being sent.

All communications to TeamApt must be sent by electronic mail to: [email protected].

The User is to keep primary email address up to date so that TeamApt can communicate with it electronically. The User understands and agree that if TeamApt sends an electronic communication, but the User does not receive it due to the primary email address on file being incorrect, out of date, blocked, or otherwise unable to receive electronic communications, TeamApt will be deemed to have provided the communication to the User effectively.

You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Anti-Corruption

Each Party shall comply with all applicable anti-bribery and anti-corruption laws in any relevant jurisdiction and all applicable anti-bribery and anti-corruption regulations and codes of practice.

Each Party shall ensure that it shall use its best endeavours to ensure compliance with anti-money laundering laws and best practices and it shall set up internal structures to track, prevent and detect such violations including breaches of all such laws, regulations and conventions.

Each Party undertakes not to directly or indirectly, carry out any act, corruptly, in furtherance of an offer, payment, promise to pay, authorized, or ratification of the payment of any money, property, gift, entertainment, or anything of value to any Government official, corporate body or political party to secure any improper advantage or to obtain or retain business, either directly or indirectly, make or cause to be made false or misleading statements to, or attempt to coerce or fraudulently influence, an accountant in connection with any audit, review, or examination of its financial statement.

Severability

If any portion of this Agreement is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from this Agreement and shall not affect the validity or enforceability of any other part in this Agreement.

Restricted Activities

You shall not use Monnify in connection with any product, service, transaction or activity that:

• violates any law or government regulation, or promotes or facilitates such violation by third parties including customers;
• violates any rule or regulation of Visa, MasterCard, Verve or any other electronic funds transfer network (each, a “Card Network”);
• is fraudulent, deceptive, unfair or predatory;
• causes or threatens reputational damage to us or any Card Network;
• involves any of the business categories listed under “Certain Business Categories” below; or
• results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability.

Restricted Business Categories

You shall not use Monnify in connection with any product, service, transaction or activity that:

• falls within the Prohibition List of the Nigerian Customs Service of the Federal Republic of Nigeria
• relates to the sale and/or purchase of:
  1. banned narcotics, steroids, certain controlled substances or other products that present a risk a consumer's safety;
  2. blood, bodily fluids or body parts;
  3. burglary tools;
  4. counterfeit items;
  5. llegal drugs and drug paraphernalia;
  6. fireworks, destructive devices and explosives;
  7. identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
  8. lottery tickets, sweepstakes entries or slot machines without the required license;
  9. offensive material or hate speech or items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
  10. police badges or uniforms;
  11. chemicals;
  12. recalled items;
  13. prohibited services;
  14. unlicensed financial services, stocks or other securities;
  15. stolen property;
  16. items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
  17. sales of currency without Bureau De Change license, certain cryptocurrency operators;
  18. obscene material or pornography;
  19. certain sexually oriented materials or services;
  20. certain firearms, firearm parts or accessories, ammunition, weapons or knives; or
  21. any product or service that is illegal or marketed or sold in such a way as to create liability to Monnify.
• relates to transactions that:
  1. show the personal information of third parties in violation of applicable law
  2. are paid with cryptocurrencies or enable the exchange of cryptocurrencies with the Naira;
  3. violate the 2014 Guidelines on International Money Transfer Services in Nigeria issued by the Central Bank of Nigeria or as may be issued from time to time;
  4. support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs;
  5. are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
  6. are used as covers for money laundering and the financing of terrorism.
  7. pertain to ammunitions and arms; and
  8. involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Monnify and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

Actions by TeamApt

If, in our sole discretion, we believe that you may have engaged in any violation of this Agreement or any applicable law/regulation, we may (with or without notice to you) take such actions as we deem appropriate to mitigate risk to TeamApt and any impacted third parties and to ensure compliance with this Agreement. Such actions may include, without limitation:

• Blocking the settlement or completion of one or more payments;
• Suspending, restricting or terminating your access to and use of the Service;
• Terminating our business relationship with you, including termination without liability to TeamApt of any payment service agreement between you and TeamApt;
• Taking legal action against you;
• Contacting and disclosing information related to such violations to (i) persons who have sold/purchased goods or services from you, (ii) any banks or Card Networks involved with your business or transactions, (iii) law enforcement or regulatory agencies, and (iv) other third parties that may have been impacted by such violations;
• Assessing against you any fees, penalties, assessments or expenses (including reasonable attorneys’ fees) that we may incur as a result of such violations, which you agree to pay promptly upon notice; or
• Instructing our partner bank to place a hold on all funds in your Monnify wallet.

You acknowledge that a situation could arise where TeamApt would be mandated by a court order to reverse funds that have been credited into your wallet (or your customer’s wallet) and in such situation, TeamApt may request for you to effect such reversal to ensure compliance with the court order. Consequently, you hereby authorize TeamApt to debit your settlement account if you fail to accede to TeamApt’s request to transfer funds from your wallet (or your customer’s wallet) to a designated account within a period of forty-eight hours from the time of TeamApt’s request.

Updates, Modifications & Amendments

We may need to update, modify or amend our this Agreement as our technology evolves. We reserve the right to make changes to this Agreement at any time by giving notice to you.

We advise that you check our website often, referring to the date of the last modification on the page. If you have any objection to any of the changes to this Agreement, you must cease using our website and/or the Service immediately.

Applicable Law

This Agreement shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.