Onafriq App is an interconnected payments platform for businesses, owned
and operated by the Onafriq Group and its affiliates ("Onafriq", "we", "us," or
"our"), which enables interoperable digital payments through a web and mobile
interface.

The Onafriq Group will provide software capabilities to you to enable you to: (a) process payments; (b) process collections; and, in certain markets, (c) send airtime to your contacts (“Onafriq Service(s)” or “Services”).

We are an independent contractor for all purposes, providing this Website and
our Services on an independent service provider basis. We do not endorse,
have control over or assume the liability or legality for the products or services that
are paid for with our Service

To use the Onafriq Services, you have to create an account (“Account”) by
registering on the Website.

To register, you will provide us with certain information, such as your email. First
name, last name, business name, incorporation documents, phone number,
government-issued identity documents of the directors of your company and
other information or documentation that will allow us to verify your identity,
after which we will approve your Account, unless approval is deemed high-risk.

By creating an Account, you give us permission to carry out these verification
activities.

To use the Onafriq Services, you must have, in your name, a local registered
phone number and a valid ID. By using Onafriq, you authorize us to charge your
Account for payment for Onafriq Services (“Settlement Account”).

Any personal information that we process when registering your Account will
be processed in accordance with our privacy policy

have full power and authority to enter into, execute, deliver and perform the
terms of this Agreement;

are duly organized, authorized and in good standing under the laws of the
country in which you are incorporated or in which your business operates;

have provided true, complete, and up-to-date contact and billing information;

are not listed on any government list of prohibited or restricted persons; and

will not use the Onafriq Services in a way that violates any laws or regulations.

You understand that your password is personal and must not be shared with anyone. When your password is used to log into your account, either by you or a third party, access to the Account will be deemed to be regular, and we will not be liable to you for any damages, claims, or loss that may arise from such access. We may, from time to time, request that you verify your identity and you undertake to adhere to the same.

You agree to also take all reasonable steps to protect the security of the personal electronic device through which you access the Onafriq Services (including, without limitation, using PIN and/or password-protected personally configured device functionality to access the Onafriq Services and not sharing your device with other people).

You must inform us immediately if there has been, or if you suspect, any breach of security, confidentiality or of your Account, and update your password details immediately to secure your Account.

We acknowledge that you own any content or data you transfer to us or to our equipment as a result of your use of the Onafriq Service (“Data”).

If any of the Data contains personal data, we will process such personal data in accordance with the applicable data protection laws.

By entering into this Agreement, you hereby grant us a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your Data for the following purposes:

We hereby grant you a revocable, non-exclusive, non-transferable license to use the Onafriq Service in accordance with the accompanying documentation. This license grant includes all updates, upgrades, new versions, and replacement software for your use in connection with the Onafriq Services. If you do not comply with the documentation and any other requirements provided by us in respect of the Onafriq Services, you will be liable for all resulting damages suffered by you, Onafriq, and third parties.

Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, recompile, or otherwise attempt to create any source code that is derived from the Onafriq Services.

Upon expiration or termination of this Agreement, you will immediately cease all use of the Onafriq Services or any software and documentation

We grant you the non-exclusive and non-transferable right to use our trademarks associated with the Onafriq Services (the “Onafriq Marks”) for the purpose of the Onafriq Services.

Nothing in this Agreement shall alienate our rights and interests in relation to the Onafriq Marks. You agree that you will not claim or take any steps that would prejudice our interests and rights to the Onafriq Marks.

Any rights to use the Onafriq Marks are revocable and will immediately cease once this Agreement expires or is terminated.

Other than those expressly mentioned in this Agreement, we do not grant any right or license to any of our intellectual property rights by implication, estoppel or otherwise.

We will each retain all intellectual property rights, including all ownership rights, title, and interest, in and to our own respective products and services, subject only to the rights and licenses specifically granted herein.

The parties recognize that they may have access to information relating to the business, finance, marketing plans, products, strategy, proprietary information, techniques or any other information relating to the operations or activities of the other parties (the “Confidential Information”). Confidential Information shall not be deemed to include information that: a) is or becomes publicly known other than through any act or omission of the receiving party; b) was in the other party’s lawful possession before the disclosure; c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; d) is independently developed by the receiving party, which independent development can be shown by written evidence; or e) is required to be disclosed by law, by any suitable court of jurisdiction or by any regulatory or administrative body.

The Confidential Information shall only be used for this Agreement and access to the information shall be limited to the authorised representatives of the receiving party on a need-to-know basis who shall be notified of the confidentiality obligations under this Agreement. The parties shall each take reasonable steps to protect the Confidential Information in the same manner as they would handle their own

You shall be responsible for verifying the identities of your customers (in the case of merchants) and or your intended beneficiaries, ensuring that they are authorised to carry out the transactions on your platform, and determining their eligibility to purchase your products and services or receive disbursement payouts.

You are also required to maintain information and proof of service or product delivery with your customer. Where a dispute occurs and requires resolution, you may be required to provide us with this information. We reserve the right to suspend or terminate your access to the Onafriq Services if we receive fraud-related complaint.

You agree to pay us for providing the Onafriq Services to you under this Agreement (the "Fees"), which information is detailed on the Pricing page on the Website (https://help.app.onafriq.com/en/articles/6319323-how-much-does-onafriq-business-cost)

We reserve the right to revise our Fees at any time and will notify you within 5 (five) business days of such change.

Subject to the terms of this Agreement and based on the settlement timelines provided by applicable law, we will pay into your nominated bank settlement account ("Bank Account") or registered mobile money account all amounts collected through Onafriq and due to you from your transactions with customers, after deducting our Fees, any reversals or invalidated payments, refunds or other amounts that you owe to us under this Agreement ("Settlement").

On our request, you agree to provide us with all necessary and incidental information relating to the Bank Account.

Information relating to each Settlement will be available on your Onafriq dashboard after the Settlement. By logging into your Account, you will have access to information regarding your transactions that have been processed and settled using Onafriq .

The responsibility to compile and retain permanent records of all transactions completed with your Account based on your business needs or your data retention policy shall be yours.

We will use commercially reasonable measures to protect your information from unauthorized access, modification or accidental loss, and deal with any security incident once we become aware of it.

Once you suspect any fraudulent activity or transaction, you undertake to let us know with immediate effect and halt (i.e. suspend or terminate) the delivery of the Onafriq Services. We also reserve the right to suspend or terminate our provision of the Onafriq Services to you where we suspect that fraudulent transactions have been initiated and or completed on your Account. We shall not be liable to you for any loss, claim or damages arising from termination of the Onafriq Services.

To reduce the incident or risk of fraud, you shall adopt such other controls or protocols as we may recommend or provide and other measures that are necessary for your business.

You agree to report to us any error you detect when reviewing transactions completed on the Onafriq platforms. We reserve the right to investigate any errors or other issues identified and rectify the situation.

If the error reveals that we owe you money and the value is not disputed, we will transfer the amount to your Settlement Account, assuming you owe us no Fees.

You shall immediately notify us of any transaction erroneously processed through your platform. We will take the necessary steps to investigate any such reports and attempt to rectify the errors by crediting or debiting your Bank Account as may be necessary.

Any errors shall be reported within forty-five (45) days of its occurrence, failing which the rights to any refunds due to such error shall be waived.

You shall cooperate with us by providing us with any relevant information we may reasonably request.

You may terminate this Agreement by closing your Account.

Notwithstanding any other provisions in this Agreement, we may suspend your Account and your access to our Services and any funds, or terminate this Agreement, where:

Where access to any funds is suspended, we will suspend the processing of the relevant transaction(s) or withhold Settlement until an investigation into the transaction(s) has been certified as completed or concluded by us. Any funds we retain as a result will, under no circumstances, incur interest or other compensation in favor of you

We reserve the right to amend or revise this Agreement at any time by giving notice to you on this page, the date of last modification will be stated on this page and shall not have retroactive effect.

We advise that you check this page often to remain aware of any modification to this Agreement.

You may object to any of the changes or modifications to this Agreement by ceasing to use our website and or the Onafriq Services immediately. Your continued use of the website and or the Services will be deemed as your acceptance of the changes.