Introduction

These Terms of Use and Service (“Terms” or “Agreement”) contained herein is a legal agreement between you (“you” or “user”) and Papstra Services Limited, including its parents, subsidiaries, or other affiliated companies (collectively “Monieswitch,” “we,” “our,” or “us”).

These Terms shall govern your access to and use of our Services, which Services are accessible at https://monieswitch.com and any other site, application or platform through which Monieswitch makes the Services available (collectively, the “Platform” or “Website”). By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not you become a registered user of the Services.

While utilizing the features of the Platform, you agree to be bound by any applicable card scheme rule, relevant agreements, policies, or guidelines that may be periodically communicated by Monieswitch. All such rules, agreements, policies, or guidelines, including the Privacy Policy and Merchant Service Agreement are hereby incorporated by reference into these Terms. If there is a conflict between these Terms and all such agreements, policies or guidelines for a specific feature of the Platform, the latter terms and conditions will take precedence with respect to your use of or access to that feature of the Platform to the extent of the conflict. We ask that you read these Terms carefully before agreeing to be bound by them.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM.

Overview of Monieswitch's Service

Monieswitch 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 as an independent service provider. We do not endorse, control, or assume liability or legality for the products or services paid for using the Service. We do not guarantee any user's identity and cannot ensure that a buyer or seller will complete a transaction.

Eligibility

The Platform and Services are intended solely for persons who are 18 or older. Any access to or use of the Platform or Services by anyone under 18 is expressly prohibited. By accessing or using the Platform or Services you represent and warrant that (a) you are at least 18 years of age or older and able to form legally binding contracts; (b) you have not previously been suspended or removed as a user of the Platform; and (c) your registration and your use of the Platform complies with all applicable laws and regulations. If you are using the Platform on behalf of an entity, organization, company, or other payers, you represent and warrant that you have the authority to bind such parties to these Terms, and you agree to be bound by these Terms on behalf of such parties.

User Account and Registration

To access certain Platform features, you may be required to register for a user account. When you register for a user account, you may be required to provide us with some information about yourself, such as your email address or other contact information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our registration or security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you change any information (including your business name, address, financial institution, mode of payment, products, and services you offer, or if you undergo a corporate restructuring such as a merger or acquisition) provided during registration, you agree to notify us within 14 days of such changes. We may be unable to respond if you contact us from an address, telephone number, or email that is not registered with us or has not been previously used to contact us.

You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

We reserve the right to discontinue or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to you or your employer. You are responsible for making all arrangements necessary for you to have access to the Platform, and ensuring that all persons who access the Platform through your internet connection are aware of these Terms and comply with them.

Intellectual Property Rights

The Platform and its entire contents, features and functionality including but not limited to all information, software, text, data, displays, images, video and audio, and the design, selection and arrangement thereof (“Our Property”), are owned by Monieswitch, its licensors or other providers of such material and are protected by Nigerian and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Platform for the Specified Purpose only, as permitted by these Terms. We reserve all other rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Our Property or any of the material on our Platform, except as follows:

You must not access or use for any commercial purposes, other than the specified purpose, any part of the Platform or any services or materials available through the Platform. If you wish to make any use of material on the Platform other than that set out in this section, please address your request to [Insert Email].

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Monieswitch. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The Monieswitch logo and all related names, logos, product and service names, designs and slogans are trademarks of Monieswitch or its affiliates or licensors. You must not use such marks without the prior written permission of Monieswitch. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners, and each owner retains all rights in its marks. Any use of marks displayed on the Platform will inure solely to the benefit of their respective owners.

Prohibited Activities

You understand and agree that you are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Platform. In connection with your use of our Platform and Services, you may not and you agree that you will not:

Monieswitch will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Monieswitch may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Monieswitch has no obligation to monitor your access to or use of the Platform or to review or edit any user content, but has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Monieswitch reserves the right, at any time and without prior notice, to remove or disable access to any content that Monieswitch, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.

User Responsibilities and Undertakings

The User shall:

You understand that we cannot and do not guarantee or warrant that file available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MONIESWITCH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MONIESWITCH MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, MONIESWITCH DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

MONIESWITCH MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL LIABILITY, AS TO THE INTERACTIONS OF USERS OF THE PLATFORM. MONIESWITCH WILL NOT BE LIABLE FOR TAX LIABILITIES RELATING TO TRANSACTIONS BETWEEN USERS. MONIESWITCH WILL NOT BE LIABLE FOR, AND USERS SHALL BE SOLELY LIABLE FOR, THEIR COMPLIANCE WITH ALL TAX, EMPLOYMENT AND OTHER LAWS APPLICABLE TO THEIR TRANSACTIONS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL MONIESWITCH, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, MONIESWITCH'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO MONIESWITCH FOR USE OF THE PLATFORM IN THE PRIOR MONTH (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

User shall indemnify, defend, and hold Monieswitch, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by you, or a claim that any user content infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of you set forth herein, or other breach of these Terms; (c) violation of applicable law by you or your employer; (d) any claim based on the negligent or intentional acts by you or your employer; and (e) related to any project, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of Monieswitch, and any claim that Monieswitch was your employer, and related legal claims under any employment laws.

Third-Party Service and Linked Websites

Monieswitch may provide tools through the Platform that enable you to export information, including user content, to third-party services, including through features that allow you to link your user account on Monieswitch with an account on the third-party service, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service's use of your exported information. The Platform may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. We prohibit the use of any links to the Platform from any other websites unless we approve the establishment of the link in advance.

Termination

You may terminate this Agreement at any time by ceasing to use the Platform. We reserve the right to suspend your account and/or access to the Platform at any time if we believe you are in breach of these Terms. We reserve the right to terminate these Terms or to cease to offer the Services at any time on written notice to you (including by posting on the Website), for any reason or no reason.

If your account is terminated for any reason or no reason, you agree: (a) to immediately stop using the Platform, (b) that the license and rights provided by us under these Terms shall terminate, and (c) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Platform or for termination of access to your account.

Any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of these Terms. Upon any termination of these Terms, neither party will be relieved of the obligation to pay any fees due, which accrued before the termination date. In addition to any other remedies, it may have under these Terms, Monieswitch reserves the right to suspend or terminate you and your employer's access to the Platform in order to protect Monieswitch's rights and interests. Any outstanding obligations of Monieswitch to provide your employer with tax reports or other payment information shall survive the termination of these Terms.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Monieswitch's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Monieswitch may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Monieswitch (i) via email (in each case to the email address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Force Majeure

In no event will we be liable for any delay or failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of your User Content.

Severability

These Terms are intended to govern the agreement between Monieswitch and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Entire Agreement

The Terms, our Privacy Policy, and all other supplemental agreements incorporated into these Terms constitute the sole and entire agreement between you and Monieswitch with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

No Waiver

The failure of Monieswitch to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Monieswitch. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Governing Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the Federal Republic of Nigeria without regard to conflict-of-law provisions. You and Monieswitch agree that any action brought by either party to interpret or enforce any provision of this Terms shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of the appropriate state or federal court for the jurisdiction encompassing Monieswitch's principal place of business.

Dispute Resolution

You and Monieswitch agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Platform (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, which said arbitration shall be administered in accordance with the rules of the Arbitration and Mediation Act 2023 by a single arbitrator appointed in accordance with such rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree to pay their respective costs and expenses of the arbitration, including their respective attorneys' fees, except that the prevailing party shall be entitled to recover its reasonable expenses, including reasonable attorneys' fees, from the non-prevailing party. Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You acknowledge and agree that you and Monieswitch are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Monieswitch otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. This “Dispute Resolution” section will survive any termination of these Terms.