TERMS AND CONDITIONS

PYPAY TECHNOLOGIES LIMITED

Last Updated: September 2, 2026

Effective Date: September 2, 2026

1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and PyPay Technologies Limited ("PyPay," "we," "us," or "our"), a company duly incorporated under the Companies and Allied Matters Act (CAMA) 2020, with its registered office at No 3 RA Adeleye, Utako, governing your access to and use of the PyPay mobile application, website, APIs, and related payment and financial services (collectively, the "Services").

1.2 By creating an account, clicking "I Agree," downloading, or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Refund Policy, and any other policies referenced herein (together, the "Agreement").

1.3 If you do not agree to these Terms, you must not access or use the Services.

1.4 PyPay operates as a licensed/authorized entity under the regulatory framework of the Central Bank of Nigeria ("CBN"), including but not limited to TBD, License No. TBD. Where PyPay provides services in other jurisdictions, it does so in compliance with the applicable local regulatory authority.

2. ELIGIBILITY

2.1 To use the Services, you must:

(a) be at least 18 years of age or the age of legal majority in your jurisdiction;

(b) have the legal capacity to enter into a binding contract;

(c) not be barred from using financial services under any applicable law, including anti-money laundering (AML), counter-terrorism financing (CTF), or sanctions regulations;

(d) complete PyPay's identity verification and Know Your Customer ("KYC") requirements as set out in Clause 4.

2.2 PyPay reserves the right to refuse account creation, suspend, or terminate access where eligibility criteria are not met or are reasonably suspected to be unmet.

2.3 Corporate or business accounts may be subject to additional onboarding requirements, including Know Your Business ("KYB") checks, and must be operated by a duly authorized representative.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 You agree to provide accurate, current, and complete information during registration and to promptly update such information as it changes.

3.2 You are solely responsible for maintaining the confidentiality of your login credentials, PIN, One-Time Passwords (OTPs), biometric data, and any device used to access the Services.

3.3 You must notify PyPay immediately at Support@pypay.ng upon becoming aware of any unauthorized access to, or use of, your account.

3.4 PyPay shall not be liable for any loss arising from your failure to safeguard your account credentials, except where such loss results from PyPay's proven negligence, willful misconduct, or breach of its security obligations.

3.5 You may not transfer, sell, or share your account with any third party. Each account is strictly personal (or, for business accounts, restricted to authorized personnel) and non-transferable.

4. KYC, AML, AND REGULATORY COMPLIANCE

4.1 In compliance with the CBN's AML/CFT Regulations, the Nigeria Data Protection Act ("NDPA") 2023, and other applicable laws, PyPay is required to verify your identity before, and periodically after, account activation. This may include collection of your Bank Verification Number (BVN), National Identification Number (NIN), government-issued identification, proof of address, and biometric data.

4.2 PyPay operates a tiered Know-Your-Customer (KYC) account structure in line with CBN guidelines. Transaction limits, wallet balances, and available features vary according to your KYC tier, as displayed within the app.

4.3 PyPay reserves the right to request additional documentation at any time, restrict transactions, freeze funds, or terminate an account where it reasonably suspects fraud, money laundering, terrorism financing, or violation of applicable sanctions regimes.

4.4 PyPay will report suspicious transactions to the Nigerian Financial Intelligence Unit ("NFIU") and other competent authorities as required by law, and such disclosures shall not constitute a breach of confidentiality under this Agreement.

5. THE SERVICES

5.1 Subject to your KYC tier and these Terms, the Services may include:

(a) opening and management of a digital wallet;

(b) funds transfer (intra-bank, inter-bank, and P2P);

(d) merchant payment collection;

(e) virtual/physical card issuance (where applicable);

(f) other services as PyPay may introduce from time to time.

5.2 PyPay may modify, suspend, or discontinue any feature of the Services at any time, with reasonable prior notice where practicable, particularly where required for regulatory, security, or operational reasons.

5.3 PyPay is not a deposit-taking bank. Where applicable, funds held in your wallet are safeguarded through a licensed deposit money bank or pooled account arrangement in accordance with CBN guidelines, and do not earn interest unless expressly stated.

6. FEES AND CHARGES

6.1 PyPay charges fees for certain transactions as set out in the in-app Fee Schedule, which forms part of these Terms and may be updated periodically. Material changes to fees will be communicated at least 14 days in advance via the app, email, or SMS.

6.2 You authorize PyPay to deduct applicable fees directly from your wallet balance or linked payment instrument at the time of the relevant transaction.

6.3 PyPay is not responsible for fees, charges, or exchange rate losses imposed by third parties, including banks, card networks, or telecommunications providers, in connection with your use of the Services.

7. USER OBLIGATIONS AND PROHIBITED CONDUCT

7.1 You agree not to use the Services to:

(a) engage in money laundering, terrorism financing, fraud, or any other unlawful activity;

(b) transmit funds derived from illegal sources;

(d) use the Services for gambling, pyramid schemes, or activities prohibited under Nigerian law or PyPay's Acceptable Use Policy;

(e) impersonate any person or entity, or misrepresent your affiliation with any person or entity;

(f) reverse-engineer, decompile, or attempt to extract the source code of the PyPay platform, except as permitted by law.

7.2 Violation of this Clause may result in immediate suspension or termination of your account, forfeiture of applicable benefits, and reporting to relevant regulatory or law enforcement authorities.

8. TRANSACTION PROCESSING, LIMITS, AND ERRORS

8.1 Transactions are generally processed in real-time; however, PyPay does not guarantee uninterrupted or error-free processing due to factors including network downtime, third-party bank/switch failures, or scheduled maintenance.

8.2 You are responsible for verifying transaction details (including recipient account information) before confirming a transaction. PyPay is not liable for losses arising from incorrect details supplied by you, save that PyPay will make reasonable commercial efforts to assist in fund recovery in cases of erroneous transfers, subject to the cooperation of the receiving institution.

8.3 Daily, weekly, and monthly transaction limits apply based on your KYC tier and are displayed within the app. PyPay may adjust these limits in compliance with regulatory directives.

8.4 Where a transaction fails after your account has been debited, PyPay will investigate and, where the fault is confirmed to be on PyPay's end or that of its processing partners, reverse the transaction within the timeframe prescribed by the CBN's Consumer Protection Regulations (currently within 48–72 hours for failed reversals, subject to applicable guideline updates).

9. CARD SERVICES (WHERE APPLICABLE)

9.1 Where PyPay issues virtual or physical cards, such cards are issued in partnership with a licensed card issuer/processor and are subject to the applicable card network rules (e.g., Verve, Mastercard, Visa) in addition to these Terms.

9.2 You must report a lost, stolen, or compromised card immediately. You remain liable for transactions made prior to such notification, except as otherwise provided by law or the Refund Policy.

10. INTELLECTUAL PROPERTY

10.1 All intellectual property rights in the Services, including software, trademarks, logos, and content, are owned by or licensed to PyPay. Nothing in these Terms grants you any right or license except a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose.

11. LIMITATION OF LIABILITY AND DISCLAIMERS

11.1 The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, PyPay disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

11.2 PyPay shall not be liable for indirect, incidental, special, or consequential damages arising from your use of the Services, except to the extent such exclusion is prohibited by applicable law (including the CBN Consumer Protection Regulations, which take precedence where applicable).

11.3 Nothing in these Terms limits PyPay's liability for fraud, willful misconduct, or gross negligence, or excludes any statutory right that cannot lawfully be excluded.

11.4 PyPay's aggregate liability to you for any claim arising from these Terms shall not exceed the value of the transaction giving rise to the claim, save where mandatory law requires otherwise.

12. INDEMNIFICATION

12.1 You agree to indemnify and hold PyPay, its directors, officers, employees, and agents harmless from any claims, losses, liabilities, and expenses (including legal fees) arising from your breach of these Terms, misuse of the Services, or violation of applicable law.

13. SUSPENSION AND TERMINATION

13.1 PyPay may suspend or terminate your account, with or without notice, where:

(a) required by a regulatory or law enforcement directive;

(b) you breach these Terms;

(d) your account has been dormant for a period exceeding 12 months, subject to applicable dormant account regulations.

13.2 You may close your account at any time by following the in-app process, subject to settlement of outstanding obligations and applicable regulatory retention requirements for transaction records.

13.3 Termination shall not affect any rights or liabilities accrued prior to termination.

14. DISPUTE RESOLUTION AND COMPLAINTS

14.1 PyPay maintains a Customer Complaints mechanism in compliance with the CBN Consumer Protection Framework. Complaints may be lodged via in-app support and will be acknowledged within 24 hours and resolved within the timeline prescribed by the CBN.

14.2 If a complaint is not resolved to your satisfaction, you may escalate it to the CBN Consumer Protection Department or other applicable regulator, or the Financial Ombudsman where established.

14.3 Any dispute not resolved through the above process shall be referred to arbitration in Abuja, Nigeria, under the Arbitration and Conciliation Act, or its successor legislation, before proceeding to the courts of Nigeria, which shall have exclusive jurisdiction over any residual matters.

15. GOVERNING LAW

15.1 These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

16. AMENDMENTS

16.1 PyPay may amend these Terms from time to time. Material changes will be notified to you via the app, email, or SMS at least 14 days before taking effect. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

17. MISCELLANEOUS

17.1 Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force.

17.2 Force Majeure: PyPay shall not be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, network/telecom failures, or government action.

17.3 Entire Agreement: These Terms, together with the Privacy Policy, Refund Policy, and any product-specific terms, constitute the entire agreement between you and PyPay regarding the Services.

17.4 Contact: For questions regarding these Terms, contact PyPay at Support@pypay.ng, +234 913 147 0291, or No 3 RA Adeleye, Utako.