You have to create a Browpay account by registering on our Browpay Software. While registering, you will provide us with certain information such as your email, first name, last name, business name and phone number which is subject to verification from our end, after which we will approve your account unless we deem otherwise in our sole discretion.

By registering on Browpay, you give us permission to carry out all necessary checks (by ourselves or through third parties) to verify your information.

Using Browpay to process escrow payment gives Browpay the right to delay your settlement until the terms of transaction is completed and verified through our website in accordance with the agreed terms of duration defined by you and your customer, or within a maximum of 5 working days if your customer fails to meet the terms of verification after the payment has been processed. Which means you will receive settlement within a maximum of 5 working days if your customer fails to fulfil his or her end of your escrow agreement.

Should 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) provided to us at registration, you agree to notify us within 14 days of such change.

Subject to the terms of this Agreement, Browpay grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use Browpay, Application Programming Interfaces (APIs), developer’s toolkit, and other software applications (the “Software”), as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

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, BTL 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 loose all rights to use and access Browpay.

By this effect, the user shall:

Unless otherwise agreed by BTL 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 BTL shall be integrated to Browpay and derive the Service.

In order to permit the User’s website/platform to inter-operate with Browpay Technology 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 BTL 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 BTL’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):

The User shall promptly notify BTL 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 activities 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 BTL whereupon the User shall take immediate steps to remedy the situation and prevent its reoccurrence.

The User is prohibited from:

The User shall comply with the Data Policy 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 Browpay or any associated systems. BTL 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 Browpay or any related site or system, it must immediately notify BTL in writing. The User understands that BTL has the right to remove any content or Information posted by the User on/via Browpay.

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

You are not allowed to use Browpay with any product, services or transactions that:

You are not allowed to use Browpay with any business that:

BTL shall provide the Browpay Service to the maximum extent permitted by applicable laws and regulations and amendments thereof.

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

BTL 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 BTL be liable to the User in excess of the transaction fees that has accrued to BTL from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises.

To the maximum extent permitted by Law, BTL will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs after a duration of One (1) year.

BTL 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.

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

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

BTL 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 BTL has been advised of the possibility of such damages.

BTL shall comply with the data policy provisions which are set out in reference to this Agreement.

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

Browpay’s fees exclude all Taxes, except as the Browpay Pricing Page states to the contrary. You have sole responsibility and liability for:

If Browpay is required to withhold any Taxes, Browpay may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority.

If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Browpay an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Browpay will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Browpay reasonably requests, and must promptly notify Browpay if any information that Browpay prepopulates is inaccurate or incomplete. Browpay may send documents to you and taxing authorities for transactions processed using the Browpay Service. Specifically, Law may require Browpay to file periodic informational returns with taxing authorities related to your use of the Services. Browpay may send tax-related information electronically to you.

BTL reserves the right to impose transaction limits for transactions that are passed through Browpay for any reason upon notice to the User

You agree to pay us for the Browpay Service. Our fees will be calculated as demonstrated on the Browpay 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.

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

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

All payments required to be made by the User to BTL 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 agrees that BTL may be subject to complying with instructions received from participating banks within the BTL network in respect of any transaction on/to the User’s settlement account and agrees that no liability shall be imputed to BTL 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 BTL list of banks, the User shall within 14 working days upon receipt of written notice thereof from BTL, provide an account for the purpose of the transactions with any of the other participating banks.

For processed transactions, BTL shall make settlement regularly of funds cleared and received by BTL to the User’s account domiciled with its settlement bank, on a T+1 basis (“T” being the day after the transaction was conducted) or to the User’s Browpay wallet as provisioned by BTL. Transactions processed via channels such as direct transfers into the User’s domiciled account would be settled by 11:00 pm on the day the transaction was conducted. (This provision is valid while we run our piloting program for businesses). Transactions will be remitted instantly in lieu of subsequent update to these terms of agreement.

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

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 as a legally registered buiness, BTL may permit it to go live on Browpay, subject to the following conditions:

The User shall indemnify and hold BTL 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 BTL may suffer or incur to the extent arising out of or in consequence of or in connection with:

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 BTL as stated in this clause 12, the User hereby agrees and authorizes BTL 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, BTL shall have the right to apply restrictions to such account and report to appropriate law enforcement agencies.

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 BTL relating to cards, transactions, other payment methods and processing of data, the User may be required to reimburse BTL 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, BTL 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:

A Chargeback represents an immediate liability from the User to BTL. Where the full amount of any Chargeback and/or any Chargeback Costs is not debited by BTL from the User’s bank account or deducted from any remittance or invoiced, then BTL 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).

BTL 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, BTL shall remain entitled to recover Chargebacks and Chargeback Costs (and, where relevant, from any entity who has provided BTL 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.

BTL 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 BTL considers that the total value of refunds and/or Chargebacks is unreasonable. BTL 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 BTL.

The User agrees that it bears the responsibility to prove BTL’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.

BTL 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 Browpay including any fees/fines imposed on BTL due to any breach of this Agreement by the User or any sums wrongfully settled into the User’s settlement account.

BTL is entitled to defer any settlement or any other sum due to the User to the extent that BTL 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 BTL has reasonable suspicion that a transaction may be fraudulent or involve any illegal activity, BTL 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. BTL reserves the right to refund the money back to the cardholders/customers.

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

Subject to the terms of this Agreement, BTL 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 BTL 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 Browpay Dashboard to reflect settlement. Information regarding your transactions that are processed and settled using Browpay (“Transaction History”) will be available to you when you login to your Browpay Dashboard. While we will provide Transaction History in your Browpay Dashboard, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Browpay account as may be required for your business. BTL is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.

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 Browpay 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 activities associated with your use of Browpay, or if required by law, a lawful requirement of a regulatory authority or court order.

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 BTL 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 BTL a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.

BTL shall be entitled to apply the Reserve to cover any Chargeback or Refund that may arise including any fees/fines imposed on BTL 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.

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

The User shall establish and maintain a reasonable accounting system that enables BTL to readily identify the User’s assets, expenses, costs of goods, and use of funds. BTL 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.

BTL 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 BTL that it has conducted an audit. The User undertakes to cooperate fully with and grant BTL’s representative full access to its operations and relevant documentation for the purpose of conducting the audit.

The User undertakes to permit BTL 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 BTL at its sole discretion.

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 BTL 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.

Our website, product and services are only for individuals that are 18 years old and above.

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

In order to enable BTL 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 BTL’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 BTL is correct and up to date and undertakes to provide BTL 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 the first paragraph of this clause, BTL 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 BTL’s written request.

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

The User agrees that BTL 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 BTL 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.

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

If a dispute arises between BTL 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 BTL 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, BTL and the User and their legal representatives will promptly meet to consider whether there is a possibility of resolution by mediation or conciliation.

If BTL 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:

This clause shall not preclude either BTL 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.

This clause shall not preclude either BTL 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.

We do not grant any right or license to any of BTL’s intellectual property rights by implication, rule of evidence, 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.

You hereby grant BTL 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.

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:

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

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 BTL with these.

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.

BTL is responsible for protecting the security of Payment Data including Card Holder Data (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 BTL’s servers from unauthorised access and accidental loss or modification.

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

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 BTL 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

You agree to notify us immediately any error is detected while reconciling transactions that have occurred using Browpay. 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 30 (thirty) 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.

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 Browpay to your customers in accordance with this Agreement and relevant Card Network Rules.

In the event that a customer makes report of an escrow complaint to BTL; BTL is obligated to investigate, freeze the remittance for the disputed transaction and mediate a resolution until the product(s) and/or service(s) delivery is completed and a proof of resolution is sent by the User to BTL through escrow-desk@browpay.com. BTL shall settle the user after twenty-four (24) hours of no further notification of complaint or error from the customer.

Else the user is obligated to submit a refund via the Browpay dashboard as defined in the first paragraph of this clause, to prevent an auto-refund to the customer after forty-eight(48) hours of complaint submission by the customer and failure to respond to BTL's Notices to the the User in effect of the disputed transaction.

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

BTL 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. BTL 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 BTL 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 BTL 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 BTL;

11. BTL 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 BTL 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 BTL’s absolute discretion is considered disreputable or capable of damaging BTL’s reputation or that of any of the card scheme or other financial Institutions, detrimental to BTL’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 BTL 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 BTL has not consented to;

15. BTL 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 BTL’s opinion may create harm or loss to the goodwill of a card scheme; or

18. BTL 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 BTL 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, BTL shall remain entitled to withhold sums, set- off any sums and recover any Chargebacks and Chargeback Costs pursuant to the relevant clauses herein.

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 Browpay, 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 clause especially regarding restricted business categories.

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.

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

2. 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.

3. 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.

4. 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 BTL makes a request.

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

6. The User shall indemnify and hold BTL harmless against any loss, damage, claim or liability that BTL may suffer or incur due to the failure of the User to attend to fraud requests in accordance with the provision of this clause 35.

BTL provides the Services and Browpay “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, BTL does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Browpay App, the Browpay Application Programmming Interface, Browpay Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Browpay Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Browpay Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Browpay Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Browpay Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Browpay Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.

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.

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

All communications to BTL must be sent by electronic mail to: support@browpay.com.

The User is to keep primary email address up to date so that BTL can communicate with it electronically. The User understands and agree that if BTL 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, BTL 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.

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 BTL and any impacted third parties and to ensure compliance with this Agreement. Such actions may include, without limitation:

You acknowledge that a situation could arise where BTL would be mandated by a court order to reverse funds that have been credited into your wallet and in such situation, BTL may request for you to effect such reversal to ensure compliance with the court order. Consequently, you hereby authorize BTL to debit your settlement account if you fail to accede to BTL’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 BTL’s request.

This Agreement is binded, interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.