INTRODUCTION

I. These General Terms of Use are made between the legal entity incorporated under the Companies Act in the name Moneywave Solutions Pvt Ltd. (hereinafter: the PROVIDER or Moneywave) and you (hereinafter: the CLIENT and/or MERCHANT).

II. By downloading, installing, or using all or any portion of the services or software of Moneywave (hereinafter: Moneywave Service or Service or Services), the CLIENT and/or MERCHANT agrees to be legally bound by these GENERAL TERMS and fully accepts all of the terms in the GENERAL TERMS. If the CLIENT and/or MERCHANT does not accept these GENERAL TERMS, then the CLIENT shall not be entitled to use or distribute the SERVICE.

III. The CLIENT and/or MERCHANT agrees to these GENERAL TERMS on behalf of the company or other legal entity for which it is acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual. By accepting these GENERAL TERMS the CLIENT and/or MERCHANT represents and warrants that:

a) It has the requisite corporate power and official authority to execute, deliver and perform its obligations under these GENERAL TERMS;
b) It has obtained all licenses, authorizations, approvals, consents, or permits required to perform its obligations under these GENERAL TERMS under all applicable laws of all authorities having jurisdiction over the SERVICES;
c) The execution and performance of these GENERAL TERMS and the consummation of the transactions contemplated by these GENERAL TERMS have been duly authorized by the requisite corporate action on the part of such CLIENT and/or MERCHANT if required;
d) The execution, delivery, and performance of these GENERAL TERMS does not violate of any judgment, order, or decree; a material default under any material contract by which it or any of its material assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default.
IV. Note – other agreements concluded by the CLIENT and/or MERCHANT with Moneywave, if any, may refer to a separate name of this document. This shall not in any way affect the enforceability of these GENERAL TERMS.

1. DEFINITION OF TERMS

The following terms, used either in singular or plural, shall have the meaning as set below:

1.1. GENERAL TERMS or TERMS – these general terms of use, including any annexes and attachments, and any additional agreements if concluded. These GENERAL TERMS also include terms of license attributable to the use or distribution of Moneywave Service;

1.2. CLIENT – the MERCHANT’s customer/end-user who transacts through the MERCHANT’s website or over the software, tools, or channels provided or accepted by Moneywave;

1.3. Moneywave or SERVICE PROVIDER – the entity incorporated under the Companies Act under the name Moneywave Solutions Pvt Ltd. operating the Moneywave Service;

1.4. Moneywave Service or SERVICE – the service and software offered by Moneywave that allows CLIENT and/or MERCHANT to pay for purchases or receive money through any payment channel;

1.5. MERCHANT – an individual or entity entitled to distribute Moneywave Service to the CLIENT;

1.6. CLIENT – an individual or entity who acquired access to the SERVICE;

1.7. PAYMENT TRANSACTIONS or TRANSACTIONS – mean a legitimate transaction of payment, pay-out (to receive money), or settlement made with the CLIENT, performed in whole or in part via electronic communication and processed with the use of the SERVICE. The transaction may be:

a) processed over electronic systems including, in particular, the Internet, software systems and applications, mobile phone applications, other computer systems, and networks;
b) a legitimate transaction of payment, pay-out, or settlement as made between the MERCHANT and the CLIENT performed in a manner approved and certified by Moneywave
c) payment transactions made by the CLIENT, without the use of an electronic system, in particular through the presentation of a credit or debit card or other system or method compatible with the SERVICE;
1.8. BANK – means an operator of a banking system, or card network that issues a credit, debit, or prepaid account or operates a system that is compatible with SERVICE and the PAYMENT TRANSACTIONS.

2. GENERAL PROVISIONS, EFFECTIVE DATE

2.1. Moneywave is a corporation entitled to engage in the business concerning the provision of SERVICES regarding TRANSACTIONS, also by acquiring MERCHANTS to accept payments through various channels and systems.

2.2. The MERCHANTS and BANKS have agreed with Moneywave to honor payments and TRANSACTIONS made through agreed means of TRANSACTIONS, under the terms and conditions hereinafter stipulated.

2.3. The CLIENT and/or MERCHANT acknowledges that the copyright, designs, trademarks, and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, or any other materials or works used or contained in the SERVICE or belonging to Moneywave are the sole and exclusive property of Moneywave and/or its affiliates, licensors or other third parties that hold rights to the particular part of SERVICE.

2.4. These GENERAL TERMS shall be effective, valid, and binding from the time that the CLIENT and/or MERCHANT agrees to them or the time the CLIENT and/or MERCHANT starts to use any of the SERVICE, and will be in full force and effect up to the time that it is terminated by Moneywave or CLIENT and/or MERCHANT, save for some provisions which shall remain effective after termination, as stated in these GENERAL TERMS, under any law, rule or regulation.

3 Moneywave TERMS

3.1. Moneywave shall not be obliged to process any particular TRANSACTION. When a CLIENT or MERCHANT provides Moneywave with a request to perform a certain TRANSACTION, it shall be considered that the CLIENT or MERCHANT is requesting that Moneywave processes the requested TRANSACTION on behalf of CLIENT and/or MERCHANT, with the implied consent of the CLIENT and/or MERCHANT. Moneywave may, at its discretion, decide whether to accept the TRANSACTION or not to accept the TRANSACTION. Moneywave shall notify its decision to CLIENT and/or MERCHANT regarding accepting or not accepting the TRANSACTION promptly and return any payments if such repayment is due and is not prohibited. Moneywave’S acceptance to proceed with the TRANSACTION does not result in any waiver of its right to suspend or cancel the TRANSACTION.

3.2. Moneywave reserves the right to modify, suspend, stop, or terminate any of its SERVICE immediately upon notice, at any time, and from time to time, particularly if such termination is allowed under the applicable laws and regulations of Moneywave Solutions Pvt Ltd.

3.3. CLIENT and/or MERCHANT shall not undertake any actions to interfere or attempt to interfere with the proper performance of the SERVICE and the software included therein. Moneywave shall have, at all times, the right to audit and verify any activities performed within or with the use of the SERVICE.

3.4. Moneywave makes no warranty, either express or implied, concerning any TRANSACTION times and levels as provided to CLIENT and/or MERCHANT, including those published on Moneywave’S websites. Moneywave will do its best to perform the TRANSACTIONS within the agreed time, but any TRANSACTION may be withheld, delayed, revoked, or cancelled for any reason, including in particular: failure to verify the subject and object of the TRANSACTION; failure to get any information required from the CLIENT and/or MERCHANT; events provided under the provisions of the applicable laws, rules or regulations.

3.5. Save to

the extent required by the applicable law, neither Moneywave nor its affiliates or licensors shall be liable for any loss, cost, damage, or claim arising out of any act or omission of Moneywave under these GENERAL TERMS, including, without limitation, errors in the data, and delays, including any of the following: a) any errors in the SERVICE caused by the CLIENT and/or MERCHANT or by any third party; b) problems arising from any communication system or internet connection used to access the SERVICE, c) system downtimes, power outages, or data loss.

4. PAYMENT PROCESSING

4.1. Moneywave shall settle the CLIENT and/or MERCHANT’s transaction only if the CLIENT and/or MERCHANT has complied with all the requirements laid down by Moneywave, including these GENERAL TERMS and any additional instructions provided by Moneywave.

4.2. Moneywave shall provide its services and process payments under these GENERAL TERMS subject to compliance with all laws, rules, and regulations applicable to its services and transactions.

4.3. CLIENT and/or MERCHANT agrees to comply with all applicable laws, rules, and regulations, including those that relate to anti-money laundering, economic sanctions, and other laws regulating financial services. Moneywave may require CLIENT and/or MERCHANT to provide additional information and documentation as may be necessary to comply with these laws, rules, and regulations.

4.4. Moneywave reserves the right to suspend, terminate, or limit the services provided to CLIENT and/or MERCHANT if Moneywave believes that the CLIENT and/or MERCHANT has violated or is violating any law, rule, or regulation, including those related to anti-money laundering, economic sanctions, and other laws regulating financial services.

5. FEES AND CHARGES

5.1. Moneywave shall charge fees for the use of its services as agreed between the parties. Moneywave may change its fees from time to time upon notice to the CLIENT and/or MERCHANT. Continued use of Moneywave’s services after the effective date of the fee change shall constitute acceptance of the new fees.

5.2. Moneywave shall deduct its fees from the payments processed for the CLIENT and/or MERCHANT. The CLIENT and/or MERCHANT hereby authorizes Moneywave to deduct its fees from the payments processed for the CLIENT and/or MERCHANT.

5.3. The CLIENT and/or MERCHANT shall be responsible for any taxes, duties, or other government charges imposed on the services provided by Moneywave to the CLIENT and/or MERCHANT.

5.4. Moneywave shall have the right to set off any amounts owed by the CLIENT and/or MERCHANT against any amounts payable to the CLIENT and/or MERCHANT under these GENERAL TERMS.

6. INTELLECTUAL PROPERTY

6.1. Moneywave grants to the CLIENT and/or MERCHANT a limited, non-exclusive, non-transferable, non-sublicensable license to use the software and other materials provided by Moneywave solely for the purpose of using Moneywave’s services.

6.2. The CLIENT and/or MERCHANT shall not copy, modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from Moneywave.

6.3. The CLIENT and/or MERCHANT shall not reverse engineer, decompile, or disassemble any software provided by Moneywave, except to the extent permitted by law.

6.4. The CLIENT and/or MERCHANT shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on any software or other materials provided by Moneywave.

6.5. The CLIENT and/or MERCHANT shall not use any software or other materials provided by Moneywave in any manner that infringes the intellectual property rights or other rights of any third party.

7. DISCLAIMER OF WARRANTIES

7.1. Moneywave provides its services on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Moneywave disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.2. Moneywave does not warrant that its services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected.

7.3. Moneywave does not warrant that the results that may be obtained from the use of its services will be accurate or reliable.

8. LIMITATION OF LIABILITY

8.1. Moneywave shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with these GENERAL TERMS, whether based on contract, tort, strict liability, or otherwise, even if Moneywave has been advised of the possibility of such damages.

8.2. Moneywave’s total liability for any and all claims arising out of or in connection with these GENERAL TERMS shall not exceed the fees paid by the CLIENT and/or MERCHANT to Moneywave during the six-month period preceding the event giving rise to the claim.

8.3. The limitations of liability set forth in this section shall apply whether or not Moneywave has been advised of the possibility of such damages and irrespective of whether any remedy fails of its essential purpose.

9. INDEMNIFICATION

The CLIENT and/or MERCHANT agrees to indemnify, defend, and hold harmless Moneywave, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these GENERAL TERMS or any activity related to the CLIENT and/or MERCHANT’s account by the CLIENT and/or MERCHANT or any other person accessing the SERVICE using the CLIENT and/or MERCHANT’s account.

10. TERMINATION

10.1. Moneywave may terminate these GENERAL TERMS at any time, with or without cause, upon notice to the CLIENT and/or MERCHANT.

10.2. The CLIENT and/or MERCHANT may terminate these GENERAL TERMS at any time by ceasing to use Moneywave’s services.

10.3. Upon termination of these GENERAL TERMS for any reason, all rights and licenses granted to the CLIENT and/or MERCHANT under these GENERAL TERMS shall immediately terminate, and the CLIENT and/or MERCHANT shall cease using Moneywave’s services.

10.4. Termination of these GENERAL TERMS shall not affect any rights or obligations of the parties that have accrued prior to termination, including but not limited to the payment of fees and indemnification obligations.

11. MISCELLANEOUS

11.1. These GENERAL TERMS constitute the entire agreement between Moneywave and the CLIENT and/or MERCHANT regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, between Moneywave and the CLIENT and/or MERCHANT regarding such subject matter.

11.2. Moneywave may assign its rights and obligations under these GENERAL TERMS to any third party without the CLIENT and/or MERCHANT’s consent.

11.3. The CLIENT and/or MERCHANT may not assign its rights and obligations under these GENERAL TERMS without Moneywave’s prior written consent.

11.4. If any provision of these GENERAL TERMS is found to be invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary to make it valid and enforceable, and the other provisions of these GENERAL TERMS shall

remain in full force and effect.

11.5. No waiver of any breach of any provision of these GENERAL TERMS shall be deemed a waiver of any other breach of such provision or a waiver of any other provision of these GENERAL TERMS.

11.6. These GENERAL TERMS shall be governed by and construed in accordance with the laws of Nigeria without regard to its conflicts of law provisions.

11.7. Any dispute, controversy, or claim arising out of or in connection with these GENERAL TERMS, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the rules of the Lagos Chamber of Commerce International Arbitration Centre (“LACIAC”). The seat of arbitration shall be Lagos, Nigeria, and the language of the arbitration shall be English. The arbitral tribunal shall consist of one arbitrator. The decision of the arbitral tribunal shall be final and binding on the parties.

11.8. The CLIENT and/or MERCHANT agrees that any claim against Moneywave must be filed within one year of the date on which the claim arose, otherwise, the claim shall be barred.

IN WITNESS WHEREOF, the parties have executed these GENERAL TERMS as of the date first above written.

Moneywave Solutions Private Limited