Welcome to PayAssist

These Terms of Use and any documents expressly incorporated by reference (these “Terms”), represent an agreement between you and Primera Technologies Limited and contains the terms and conditions governing your use of and access to our website - https://www.payassist.ng, all affiliated websites and mobile application owned and operated by us (collectively, the "Service") whether as a guest or registered user.

"You" and "your" mean the person who uses or accesses the Services

"We", "us", "our", "Payassist", and "Company" mean Primera Technologies and its successors, affiliates, and assignees.

"Payassist Account" means a registered account you have with us for the Services via the mobile application (collectively, "Payassist") operated by Primera Technologies Limited.

"App" means Payassist mobile application and the services it provides.

Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully.

By using or accessing the Services, you represent that you have read and understand these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not use or access the Services.

What are the requirements to use the Services? In order to use the Services, you must:

(a) accept and agree to these Terms and our Privacy Policy;

(b) register with us through Payassist mobile application;

(d) have a Bank Account with a Nigerian financial institution; and

(e) provide all information requested by us, such as your full name, date of birth, email address, mobile phone number and such other information as we may request from time to time (collectively, “User Information”).

You may also be required to provide us with one or more answers to security questions that will be used as part of the requirements to use our Service.

You represent and warrant that all User Information you provide us from time to time is true, accurate, current, and complete. You agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Payassist Account via the mobile application or contact us via our phone line or email address provided, however, that you must notify us at least One Business Day after any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason, phone theft by calling +234 916 392 4321 or email support@payassist.ng or by updating your Payassist Account via the Payassist mobile application. If we approve your registration, you will be authorized to use the Services, subject to these Terms.

For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information the information you provide. When you register for the Services and from time to time thereafter, we may require you to provide, update and/or confirm information and documentation that will allow us to identify you, such as:

● A copy of your government-issued photo ID, such as a passport, national identity card or driver’s license and/or a selfie with your valid ID

● Bank Verification Number (BVN)

● National Identification Number (NIN)

● A copy of a utility bill, bank statement, affidavit, or other bill, dated within three months of our request, with your name and Nigerian street address on it

● Such other information and documentation that we may require from time to time.

The information you provide us is subject to our Privacy Policy.

How do l fund my Payassist account? From your traditional bank, transfer fund to your Payassist using your Payassist wallet account number.

Your funds will remain in your Payassist Account until you instruct us to transfer any or all of your funds from your Payassist Account to your Bank Account which you registered on Payassist. In as much as the requested amount meets the minimum withdrawable amount, we will ensure we transfer the requested amount within One Business Day of when we receive your request. It is important to make sure you have the minimum withdrawal amount in addition to service change prevalent at the time of request before instructing us to transfer funds from your Payassist Account.

Your transactional activities via Payassist app shall be subject to transaction and balance limits in accordance with applicable law.

If you do not have sufficient funds or minimum withdrawable amount available in your Payassist Account to cover the amount of the requested transfer, your request for the transfer will be declined. We may also transfer funds from your Payassist Account to your Bank Account without notice to you upon the closure of your Payassist Account and at any time if required by applicable law or if we, in our sole discretion, suspect the Services are being used for illicit purposes or otherwise in violation of these Terms.

Payassist is not a financial adviser, and the Services are not intended to provide financial or investment advice. We do not make any representations, warranties, or guarantees of any kind that the Services are appropriate for you. Before using the Services, you should consider obtaining additional information and advice from a financial adviser. You are responsible for obtaining any equipment and internet service necessary to access the Website and Services.

How do I check the balance in my Payassist Account? You may obtain information about the balance of funds at any time by logging into your Payassist Account via the app.

Will I receive interest on the funds held in my Payassist Account? No, Payassist is not an investment platform, thus, you will not receive interest on the funds in your Payassist Account.

Are there any fees for using the Services The use of the PayAssist application, including the creation of an account and execution of payments via Paycode, Tap2Pay, Scan2Pay, and Send Cash is provided at no cost to the User.

Are there any fees for using the Services The use of the PayAssist application, including the creation of an account and execution of payments via Paycode, Tap2Pay, Scan2Pay, and Send Cash is provided at no cost to the User.

Notwithstanding the foregoing, a transaction fee shall apply where you elect to transfer funds from your PayAssist wallet to your linked bank account. The applicable fee shall be displayed to the User at the time of withdrawal.

PayAssist reserves the right, in its sole discretion, to amend, vary, or revise the applicable fees at any time. Any such changes shall take effect immediately upon being published or otherwise communicated within the application.

What are some restrictions on using the Services? The use of Payassist is for your own personal, non-commercial use and not on behalf of or for the benefit of any third party. Your use of the Services must comply with all applicable laws. If your use of the Services is prohibited by applicable law, then you are not authorized to use the Services. We are not responsible if you use the Services in any manner that violates applicable law. In addition to transactions declared unlawful under Nigerian law or transactions not expressly permitted under these Terms or any other terms we provide to you in connection with any services we provide, you are expressly prohibited from using your Payassist Account for any of the following:

● any activity which violates, or assists in the violation of any law, statute, regulation or sanctions in Nigeria

● any activity which defrauds Payassist, this Website, other Users of the app, third-parties or provides any false, inaccurate or misleading information to Payassist

● activities related to money laundering or terrorism financing, bribery and corruption

● activities that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law including but not limited to the use of Payassist’s intellectual property, name or logo, without express consent from Primera Technologies or in a manner that otherwise harms the Payassist brand

● any activity which interferes with another User’s access to the Services, including defamation, extorting, abusing, harassing, threatening or violating the rights and privacy of other users

● pyramid selling or Ponzi schemes, or other “get rich quick” schemes

● activities related to pornography, pornographic subscriptions, prostitution, pay-per view, adult live chat, escort or companionship services, or any other obscene materials (including literature, imagery, and other media); any product or service that promotes underage, non-consensual, or other illegal sexual themes. Activity involving child endangerment, including anything that sexualizes minors or appeals to children but contains adult themes and

● any activities we notify you as prohibited.

If you use or attempt to use your account for any Prohibited Transactions or such other unlawful purposes, we reserve the right, without liability to:

● Restrict your account or place a lien on the affected funds

● Refuse to process the transaction

● Report the transaction to the relevant regulator or law enforcement agency and

● Take any other lawful action in accordance with our legal obligations.

Responsibility for Safe-Keeping of Personal Information.

You agree not to authorize any other person or entity to use your username and password or mobile device to access the Services. You are solely responsible for the maintenance, confidentiality, and security of your username, password and other User Information. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password or mobile device, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms or required by applicable law, we are not responsible for any losses arising from the loss, theft or compromise by other means, of your User Information or your mobile device or from unauthorized or fraudulent transactions associated with your Bank Account or your Payassist Account. If you suspect or become aware of any unauthorized activity or access to your username, password, or mobile device, you must contact us immediately at support@payassist.ng or +234 916 392 4321.

What do I do if my mobile device is lost or stolen or if I suspect someone has gained unauthorized access to my username or password? If your mobile device is lost or stolen or if you suspect someone has gained unauthorized access to your username or password, you must contact us immediately at support@payassist.ng or +234 916 392 4321. In order to take any action, you will need to provide certain User Information so we can verify your identity.

How does Payassist communicate with me about the Services? In order to use the Services, you must provide and verify your mobile device number, electronic mail address or other text message address to us, and by using Payassist you, expressly consent to receive messages relating to the Services at that number or email or via push notifications. To verify your mobile device number or text message address, we may send you OTP to the mobile device number or email address you provide, and you must enter that code as instructed by us. If you change your mobile device number or email address, you must promptly contact and provide us with the latest email or phone number.

In addition, if you provide your email address to us, we may send you important notices via email about the Services. We may also communicate with you via our verified social media handles on Instagram, X or Facebook.

Use of Content

We offer the Services and the features, information, materials, and content provided and depicted through the Services (collectively, “Content”) solely for your personal use for the purposes described therein and in these Terms. Any and all other uses are prohibited. You may not restrict or inhibit any other person from using or enjoying the Services or Content.

The Services and Content (including without limitation, their text, graphics, images, logos and button icons, photographs, editorial content, notices, trademarks, trade names and/or service marks, and all materials incorporated) are protected by copyright, trademark, patent, and other intellectual property laws. We expressly reserve all rights and remedies under applicable law. Except as expressly provided by these Terms or with our prior written consent, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit any Content in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to):

(a) use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any Content, except as expressly authorized by us

(b) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Services or our infrastructure

(c) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services

(d) rent, lease, copy, provide access to, or sublicense any portion of the Services or Content to a third party

(e) use any portion of the Services or Content to provide, or incorporate any portion of the Services or Content into, any product or service provided to a third party

(f) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services or Content

(g) modify the Services or Content or create any derivative product from any of the foregoing

(h) remove or obscure any proprietary or other notices contained in the Services or Content

(i) use the Services or Content in any way that is illegal, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, as we may determine in our sole discretion

(j) jeopardize the security of your Payassist Account or any other person’s Payassist Account (such as allowing someone else to use your username and password to access the Services)

(k) attempt, in any manner, to obtain the username, password, account, or other security information from any other user of the Services

(l) violate the security of any computer network or crack any passwords or security encryption codes or

(m) run Maillist, Listserv, any form of auto-responder or “spam,” or any processes that run or are activated while you are not logged in to access the Services. We may, but are not obligated to, monitor your use of the Services and Content.

We do not grant you any licenses, express or implied, to our intellectual property or the intellectual property of our licensors, except as expressly stated in these Terms. We and our third-party licensors retain all rights, titles, and interest in and to the Services, Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

Any User Content must not be illegal, threatening, obscene, racist, defamatory, libellous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, or any form of “spam.” If you submit User Content, and unless we indicate otherwise, you grant us a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. We take no responsibility and assume no liability for any User Content submitted by you or any other user or third party.

To the extent permitted by applicable law, we may, in our sole discretion and without liability to you, terminate (or suspend access to) your use of the Services, Content, or your Payassist Account for any reason, including, but not limited to, your breach of these Terms. We may restrict access to portions of the Services, for some or all users, from time to time. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

Notifications and Communications

By using Payassist, you consent to receiving text (SMS), emails and push notifications from us. These notifications are meant for your consumption only and we will not be held liable if you suffer any loss, or damage as a result of unauthorised access to the information sent. In addition, by opening this account, you agree to opt out of mandatory SMS alerts directed by the CBN in favor of push notifications and emails. You agree to indemnify the Company against all losses, damages, claims, demands and expenses whatsoever which may be incurred, imposed or suffered by the Company as well as against all actions, proceedings or claims (including attorney's fees) whether civil or criminal, which may be brought against the Company by reason of such notifications. All notices / communications made in respect of these terms and conditions, and any provided under it by us, will be in English. We may provide you with notices/communications in connection with the services provided to you via:

(a) the Payassist App

(b) e-mail – to the most recent e-mail address you provided to us.

You undertake that the contact details provided to us are up to date and that you can be reached using these contact details. If the contact details should change, then you shall without delay provide us with your updated contact details.

Notices sent to you by us are deemed to have been received by you when:

(a) sent by e-mail – on the day it is sent;

(b) sent via Payassist app push notification - on the day it is sent.

You Must Keep Your Contact Information Current With Us. In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number by updating your profile on the App or contacting us via our contact phone or support email.

Changes. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or to change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms on the Website or delivering notice of such termination or change electronically.

Disclosure of Your Personal Information We value your privacy and are committed to protecting your personal information. However, by using the Services, you acknowledge and consent that Payassist may disclose your personal information to third-party service providers, such as Moniepoint, strictly for the purpose of facilitating transactions, including but not limited to the transfer of funds from your Payassist wallet to your designated bank account.

In addition, Payassist reserves the right to disclose your personal information where required to do so by applicable law, regulation, legal process, or at the request of any law enforcement or regulatory authority. Any such disclosure shall be limited to what is reasonably necessary for the stated purpose.

PayAssist will not sell, rent, or otherwise share your personal information with unaffiliated third parties for marketing purposes without your explicit consent.

What about my privacy? Payassist takes the privacy of its users very seriously. You understand that by using the Services, you consent to the collection, use, storage, and disclosure of your information as set forth in these Terms and our Privacy Policy.

What if I want to stop using the Services? You may stop using the Services, close your Payassist Account, and cancel these Terms at any time by contacting us at support@payassist.ng or +234 916 392 4321 and providing sufficient information for us to verify your identity. Prior to submitting a closure request, you are required to withdraw any remaining balance in your account. Failure to withdraw such balance before requesting account closure will be deemed as a forfeiture of the remaining funds, and PayAssist shall not be liable to refund or reinstate such forfeited balances after the account has been closed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms prior to termination.

Will We ever change these Terms or the Services? We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of these Terms on the Website or delivering notice thereof to you electronically. You are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for you to continue accessing or using the Services. If you do not agree to these Terms or any revised version of these Terms, your sole recourse is to terminate your access or use of the Services. Except as otherwise expressly stated by us, your access and use of the Services are subject to and constitute your acceptance of the version of these Terms in effect at the time of your access or use.

How can I contact Payassist? If you have any questions, complaints, feedback comments, or concerns regarding these Terms or the Services, please contact us at support@payassist.ng or +234 916 392 4321. When you contact us, please provide us with the relevant information we need to verify your account.

Use of Paycode

You are solely responsible for the generation, use, and protection of any Paycode created through your account on the PayAssist platform. Each Paycode is intended for single use, and we strongly advise that you utilize the generated Paycode immediately after generation.

PayAssist has implemented multiple security measures to safeguard Paycodes, including but not limited to encryption, automatic expiration, fraud detection systems, transaction monitoring and etc. We take the security of Paycodes and all related services very seriously. However, you acknowledge and agree that PayAssist shall not be liable for any authorized or unauthorized transaction carried out using Paycode, Scan2Pay, Tap2Pay, or SendCash, or any other payment feature available on the platform. You acknowledge and accept that all responsibility for safeguarding and properly using Payassist rests with you, and that any transaction effected through these services, whether initiated by you or a third party, shall be deemed valid and binding.

Reporting Unauthorized Use or Access

If you become aware of any unauthorized use of your Paycode or any unauthorized access to your PayAssist account, you must notify PayAssist immediately. You can contact us through the official PayAssist customer support phone number or email address provided in this Agreement.

To enable us to investigate and take prompt action, you may be required to provide certain verification details and/or information on the transaction carried out. Failure to notify us in a timely manner may limit our ability to protect your account and prevent further unauthorized transactions.

Other Things to Know about Paycode and PayAssist

“Paycode” and “PayAssist” are registered trademarks and the exclusive property of Primera Technologies Limited.. Any unauthorized use, reproduction, imitation, or misrepresentation of these trademarks, in whole or in part, is strictly prohibited. Such unauthorized use may constitute a violation of intellectual property rights and may result in civil and/or criminal liability. PayAssist reserves the right to pursue all remedies available under applicable law against any party engaging in such infringement

Withdrawal of Funds to Bank Account

You can withdraw funds from your PayAssist account to a linked bank account at any time, provided they meet the minimum transaction volume required to activate this feature. The applicable minimum transaction volume will be communicated at the point of withdrawal. PayAssist reserves the right to modify the minimum transaction volume at its sole discretion.

Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT PAYASSIST, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; OR (D) ANY EVENT BEYOND OUR REASONABLE CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD PARTY NOT ACTING ON OUR INSTRUCTIONS, AND WE WILL NOT BE LIABLE FOR ACTIONS OR INACTIONS NOT DIRECTLY TRACEABLE TO US.

PAYASSIST STRIVES TO ENSURE SEAMLESS PAYMENT PROCESSING THROUGH OUR PAYMENT PROCESSORS AND BANKING PARTNERS. HOWEVER, DUE TO FACTORS BEYOND OUR CONTROL, INCLUDING BUT NOT LIMITED TO DOWNTIMES OR DISRUPTIONS IN OUR PAYMENT PROCESSORS, OR BANKING PARTNERS, PAYMENTS MAY BE DELAYED. THUS, WE SHALL NOT BE LIABLE FOR ANY PAYMENT DELAYS, DISRUPTIONS, OR ERRORS IN THE PROCESSING OF PAYMENTS RESULTING FROM SUCH DOWNTIMES, TECHNICAL DISRUPTIONS, OR OTHER FACTORS BEYOND OUR CONTROL. WE SHALL NOT BEAR ANY LIABILITY FOR INABILITY TO COMPLETE A PAYMENT INSTRUCTION BECAUSE OF INACCURATE OR INSUFFICIENT PAYMENT INSTRUCTIONS, OR THE FAILURE OF THE RECIPIENT OR BANK TO CLAIM THE PAYMENT, OR BECAUSE EITHER YOU OR THE RECIPIENT DID NOT PROVIDE ANY REQUESTED INFORMATION, OR WE OR THE ISSUING BANKS ARE UNABLE TO VERIFY YOUR IDENTITY OR THE IDENTITY OF THE RECIPIENT TO OUR SATISFACTION.

PAYASSIST APP FUNDING - TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT PAYASSIST WILL NOT BE LIABLE FOR ANY LOSSES INCURRED IN RESPECT OF ANY TRANSACTIONS RELATING TO YOUR PAYASSIST ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE LOSSES PROVEN WITH REASONABLE CERTAINTY AND ARE THE DIRECT RESULT OF AN ACT OR OMISSION MADE BY PAYASSIST DURING THE DURATION OF THESE TERMS WHICH CONSTITUTE BAD FAITH, WILFUL MISCONDUCT OR GROSS NEGLIGENCE.

Breaches of These Terms

In the event of a breach of these Terms, or a reasonable suspicion that you have breached these Terms in any way, Payassist may:

(a) temporarily suspend your access to our Services

(b) permanently prohibit you from accessing our Services

(c) delete your Payassist Account; and/or

(d) commence legal action against you, whether for breach of contract or otherwise.

Termination, Restriction or Suspension of Payassist Account

We reserve the right to terminate, suspend and/or restrict your Payaasist Account or your use of our Services where

(a) we reasonably believe that any transactions or activities on your Payassist Account are suspicious or fraudulent

(b) you are creating problems or possible legal liabilities for us or other third parties

(c) we reasonably believe that such restrictions will improve the security of the App or reduce our or another person’s exposure to financial liabilities

(d) we reasonably believe that the security of your account has been compromised, or that there has been unauthorised access to your account

(e) we reasonably believe that you are acting inconsistently with these Terms or our policies

(f) we have received an order from a Court of competent jurisdiction or in compliance with relevant regulatory authorities

(g) despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us

(h) we deem it fit for any reason and at any time, in our interest and that of other third parties.

We reserve the right to terminate, suspend and/or restrict your Payassist account or your use of our services on the request of any financial institution or law enforcement agency where your account is subject to any investigations for fraudulent or illegal activities.

Where we suspend, prohibit or block your access to our Services you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

Any suspension or restriction will be lifted as soon as reasonably practicable after the reasons for the action have ceased to exist

You consent to us reporting to Nigeria Inter-Bank Settlement Systems Plc (NIBBS) for update on the Watchlist Database of the Nigerian Banking Industry and the CBN if a fraudulent activity is associated with the operation of your Payassist Account.

Indemnity

At our request, you agree to defend, indemnify, and hold harmless Payassist, its affiliates and their respective employees, officers, directors, agents, partners, representatives and third-party service providers from and against any and all claims, suits, liabilities, damages (whether actual, consequential, punitive or exemplary), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defences.

You consent to indemnify us against any liability resulting from an erroneous transfer. You consent to the deduction of funds from your Payassist Account when such funds have been established as erroneous or fraudulent in nature, upon notice to you.

You agree that your indemnity obligations in these Terms shall not be reduced by any claim by you against Payaasist, any of its affiliates or their respective employees, officers, directors, agents, partners, representatives and/or third-party service providers.

Due Diligence and Audit Rights

We operate an anti-money laundering compliance program and reserve the right to perform due diligence checks on all Users of Payassist. To comply with relevant AML obligations, we may request information on the transactions carried out on your Payassist Account. You confirm that you will provide all requested information required in respect of the transaction in this regard immediately.

You also agree that we may cancel any transaction, suspend your Payassist Account if you refuse to provide the requested information or if any information provided is untrue or inaccurate. Please note that for certain transactions, we or our third-party Partners may be required to file AML or related reports (without notice to you) with the relevant regulators. These reports may include details of your Personal Information, transactions, operation or proposed operation of our Services.

Assignment

You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your Payaasist Account in any way (by operation of law or otherwise) without our prior written consent. To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.

Severability

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall be deemed to be severed from these Terms but shall not affect the validity and enforceability of the other remaining provisions.

Force Majeure

We shall not be liable for any delay or failure to perform any obligation as required by these Terms as a result of any cause or condition including but not limited to, an act of God, epidemic, pandemic, acts of civil or military authorities, national or local emergency, acts of terrorists, acts or omissions of Government including directives from a regulatory authority, civil disturbance, war, strike or other labour dispute, fire, explosion, interruption in telecommunications or internet services or network provider services, of equipment and/or software or any other occurrence which is beyond our reasonable control.

Third-Party Beneficiary

You agree that our third-party service providers are third-party beneficiaries of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms.

Non-Waiver

The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. Specifically, you agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire and sole agreement between you and us with respect to the Services and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Payassist, and you do not have any authority of any kind to bind Payassist in any respect whatsoever.

Governing Law

These Terms are made under and will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Dispute Resolution

For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this section) relating to the Services or these Terms, you and we agree that any such controversy, dispute, demand, claim, or cause of action shall be resolved in the first instance, by mutual discussions within fifteen (15) days of either you or us notifying the other of the existence of a dispute or claim. We and You shall use all reasonable endeavours to resolve amicably and in good faith any dispute arising out of or in connection with the Services or these Terms.

In the event that we and you are unable to reach an amicable resolution by mutual discussions within the fifteen (15) days referred to in the preceding paragraph, then such dispute or claim shall be settled through binding and confidential arbitration. As used in this Section, "we”, "us" and “Payassist” mean Primera Technologies Limited and assigns and all of its and their respective employees, officers, directors, and representatives.

Arbitration will be subject to the applicable Arbitration and Mediation Act 2023 (and any subsequent revisions, amendments, guidelines) in Nigeria and not any state arbitration law.

We and You shall mutually agree on the appointment of a sole arbitrator within fifteen (15) Business Days from when the dispute is referred to arbitration. Where we and you are unable to agree on the appointment of the Arbitrator, such sole arbitrator shall be appointed by the President, the Chartered Institute of Arbitrators, Nigeria Branch (CIARb Nigeria) on the application of either we or you.

The venue of the arbitration shall be Lagos State, Nigeria and the language to be used in the arbitral proceedings shall be English. We and You agree that the decision of the Arbitrator shall be final and binding on both of us.

You and we must abide by the following rules: (a) the arbitrator will honor claims of privilege and privacy recognized at law; (b) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (c) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

The arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgment. Nothing in these dispute resolution provisions shall prevent either we or you from obtaining interim pre-emptive or injunctive relief from a court of competent jurisdiction to enforce or prevent a breach of a term of these Terms – provided that the relief is obtained in legal proceedings instituted as a prelude to a reference to arbitration.

This Section will survive termination of your Payassist Account and if any part of these dispute resolution provisions is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with any applicable law, then the balance of these dispute resolution provisions will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein.