MERCHANT AGREEMENT

By using this website (www.utupay.co) and/or any of our software and/or services, you agree to these terms or services. Note that our privacy policy, terms of use, merchant agreement are also incorporated into this Terms and Condition.

WHAT WE DO

Utupay (we, us, our) is a digital solution that expands users control over to their money. We make it easier for merchants to receive secured payments in Nigeria and from other countries through the software and services we provide. The services we provide also makes it possible for merchants to transfer money and pay for services in both local and foreign currencies within their local jurisdiction.

We do not assume legality or claim to have control over the products and services that are paid for with our software, nor do we guarantee that a buyer or seller will fulfill their transaction.

This Terms and Condition spells out our responsibilities to you, as it is an agreement between you and Us. This agreement tries to list out the risk inherent with using our services, so we advice you to carefully study it, as it is binding to you through the use of our services.

REGISTRATION

To be a merchant with Utupay, you will have to create an account with us. To register a merchant account, you will have to provide us with information such as: first name, last name, email address, phone number, business name, bank details, and any other information as required from time to time. These information may be verified either by us or a third party. It is after the verification of the information you provide that we will activate your account, and you give us permission to do all of these.

MODIFICATION OF ACCOUNT INFORMATION

You agree to notify us within 14 days if you make any changes to your account information. These information include but not limited to: business name, financial institution, mode of integrating with Utupay, or in a case where there is a corporate restructuring. We may not be able to respond to your request, or there might be a delay in our response time if the information you use for contacting us is not registered with us.

REPRESENTATION AND WARRANTIES

You represent and warrant to Utupay that:

- You are of legal age, organized and authorized under the Federal Republic of Nigeria, state, region or country of your business and are duly authorized to do business in that jurisdiction.

- You are of sound mind and have full power and authority to enter, execute, deliver and perform this Agreement

AGE RESTRICTION

Our software, website and services and not intended for people who are below 18 years of age. We do not out of intent provide our services to people who are below 18 years of age.

PRIVACY POLICY

You can read our privacy policy to see the use of your information and the necessary steps we have taken to ensure their safety. Our commitment to your personal information is in line with industry best standard.

You are responsible for adhering to all applicable laws (local and international) in your use of our software, website and services. Therefore, by accessing our software, website and any other services, you agree to the conditions of our acceptable use policy.

DISPUTE RESOLUTION AND REVERSAL

Dispute by definition here will be an unauthorized transaction, unsuccessful transaction and as defined and updated by “us” from time to time.

You agree to inform us promptly when a dispute occur so that we can take action.

All claims related to dispute should be made to us within 45 days after the disputed payment. After this period, it is assumed that you have waived any such claim against “us” to the fullest extent of the law.

Your transaction with a third party over disputed goods and services are not the responsibility of Utupay because we are only providing a payment gateway service. If for any reason we decide to intervene, know that it will be at our discretion and not because we are obligated to do so.

For the purpose of dispute resolution, we will require some information from you that includes the transaction ID and transaction details.

APPLICABLE LAW

These Terms and Conditions shall be governed by the laws of the Federal Republic of Nigeria.

ACCOUNT SECURITY

You are responsible for the protection of your account information. You agree not to grant anyone access to your password details and you agree to follow our instruction with regards to your account security and access. Utupay will not be liable for losses and other damages if you share your password details. You also take all responsibilities and reasonable steps to protect the security of your personal electronic device through which you access Utupay’s services.

DATA COMPLIANCE

You agree to comply with all data privacy and security requirements set by the Payment Card Industry Data Security Standard (PCI DSS), applicable jurisdiction laws with regards to information, confidentiality, your access, use, storage, and provision of user information.

As a merchant, we acknowledge your right to your customers’ information, but you do hereby grant us irrevocable, continuous, assignable, global, royalty-free access to collect, store, use, distribute, display your customers’ data for various purposes that are intended to improve our services to you.

SOFTWARE LICENSE

We grant you a revocable, non-exclusive, non-transferable right to use our software, website, API’s, developers’ toolkit in accordance with our documentation for the use of that software. This license grants you limited access for the duration that this agreement is in process for subsequent updates, upgrades and maybe when a software needs to be replaced. If you do not agree to our terms of service and any accompanying documentation, then you risk to suffer damages and you agree to be liable for any resulting damages suffered by Utupay and our third parties.

TRADEMARK

We do hereby grant you non-transferable, non-exclusive and revocable right to use “our” trademark that is used to identify our software and services for the sole purpose of using our services. You also agree not to do anything that will be detrimental to the image of our trademark and that you agree to cease the display and advertising of our trademark upon expiration of our Agreement.

INTELLECTUAL PROPERTY

We retain all intellectual property rights, ownership rights, title and interest to our software and services. We do not grant any right or license to any Utupay intellectual property rights other than those expressly stated in this agreement.

PUBLICITY

By using our software and services, you hereby grant Utupay the permission to use your name and logo for our marketing and publicity purposes.

KNOW YOUR CUSTOMER

Your required to verify the identities of your customer, you are also responsible for ensuring that they are authorized and eligible to make purchases for your products and services.

You are also required to keep record of transaction information and proof of services as these information will be required of you for dispute resolution.

CONFIDENTIAL INFORMATION

Confidential information here includes but not limited to “services”, “technology”, “business plan”, “techniques”, “marketing plan”, “strategy”. All parties agrees that in the course of performing their duties under this agreement, either party may communicate certain information to the other (or its representatives) that are considered confidential and proprietary to, and trade secrets of the disclosing party. Confidential information in this Agreement does not include information that are:

- provided by the receiving party

- public knowledge as at the time the information was disclosed

- known to the receiving party, or becomes public knowledge after disclosure by the disclosing party but without the breach of the receiving party

- Was known to the receiving party before it is been disclosed by the disclosing party.

Either party has a responsibility upon receiving confidential information to:

- The receiving party shall not disclose the information received from the disclosing party directly or indirectly to any third party in part or in full.

- The receiving party shall only use the information provided for the purpose and intent that the disclosing party made such information available under this agreement and/or written consent of the disclosing party.

- The receiving party shall only disclose the disclosing party confidential information in whole or parts to its staff or third party for business purposes as captured in this Agreement only

- The receiving party is responsible to ensure that their staff and third party agents do not disclose the confidential information in part or in whole, or use this confidential information for their personal gain.

- The receiving party shall take all precautions to ensure the safety of all confidential information.

CARD NETWORK RULES

You are required to comply with all cards rules and regulations as each card network has its own rules and guidelines that are applicable to merchants. These Network rules are amended periodically by the Card Network, so it is important you review the Network rules of Mastercard, Verve, Visacard, Discovery and other card networks.

CUSTOMER PAYMENTS

We will only process payments that has been authorized by the Card Network or card issuer, an consequently, you may only process payments when authorized by your customer.

We do not guarantee or assume any liability for transactions that was authorized and successful that are later reversed or charged back for whatever reasons. Therefore, you are responsible for all reversed or charge back transactions.

OUR FEES

The services we offer come at a price. By agreeing to this Agreement, you agree to pay us for the services we offer you. Information on our pricing can be found on our website or you can reach our support team through our contact details that is available on the website.

We reserve the right to review our fees When we do so, we shall communicate such information to you 5 days prior to the change.

ERRORS

You agree to notify us in event that any error is detected while reconciling your account transactions that occurred on Utupay. It is our responsibility to investigate and rectify any such error where applicable.

Where we owe you money, we will rectify and transfer the said amount to either your Utupay account or Bank account.

It is your responsibility to report an erroneous transaction on your platform to “us” within 45 days of said transaction. Failure to notify us of any error in transaction within the stipulated time will be deemed a waiver of your right to the amount owed to you as a result of the error.