About Us

XPSL is a licensed switching and processing company, that provides multiple electronic-based payment platforms, Point-of-sale terminals, and value-added services to support business entities and make trade and commerce across Nigeria easy and accessible.

We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse, have control, or assume the liability or legality for the products or services that are paid for with our Service. We do not guarantee any user’s identity and cannot ensure that a buyer or seller will complete a transaction.

Agreement

This Merchant Terms of Service is an agreement between you and Xpress Payments and it highlights our obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our Services.

Registration

To use our website, you have to create an account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You give us permission to do all these.

Change of Information

To use our website, you have to create an account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You give us permission to do all these.

Representation and warranties

You represent and warrant to Xpress Payments that:

1. You have full power and capacity to enter into, execute, deliver and perform this Agreement;
2. You are duly organised, authorised and in good standing under the laws of the Federal Republic of Nigeria or any state, region or country of your organisation and are duly authorised to do business in all other states, regions or countries in which your business operates.

Age Restriction

Our website and Services are directed to adult and children that are above 18 years. We do not knowingly transact or provide any Services to children under 18.

Account Security

Our website and Services are directed to adult and children that are above 18 years. We do not knowingly transact or provide any Services to children under 18.

Data Compliance and Security

You agree to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (“PCIDSS Requirements”), and any extant 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 PCIDSS can be found on the PCI Council’s website.

We are responsible for the security and protection of Card Holder Data (CHD) we collect and store. Accordingly, we implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement. We also implement periodical security updates to ensure that our security infrastructures comply with reasonable industry standards.

We are responsible for the security and protection of Card Holder Data (CHD) we collect and store. Accordingly, we implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement. We also implement periodical security updates to ensure that our security infrastructures comply with reasonable industry standards.

We acknowledge that you own all your customers’ data. You hereby grant Xpress Payments a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free licence to use, reproduce, electronically distribute, and display your customers’ data (as may be permitted by applicable law) for the following purposes:

1. providing and improving our services;
2. internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data;
3. complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and
4. any other purpose for which consent has been provided by your customer.

Software License

We hereby grant you a revocable, non-exclusive, non-transferable licence to use Xpress Payments’ APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This licence grant includes all updates, upgrades, new versions, and replacement software for your use in connection with Xpress Payments’ services. If you do not comply with the documentation and any other requirements provided by Xpress Payments, then you will be liable for all resulting damages suffered by you, Xpress Payments 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 will immediately cease all use of any Software.

PoS Terminals Use and License

We hereby grant you a revocable, non-exclusive, non-transferable You may have our PoS Terminal (the “Device”) and its accompanying software (together the “Equipment”) deployed for your business needs. The ownership of the Device remains with us and we will charge fees on the maintenance of the Device on your behalf as well as for the licence to use the accompanying software.

You agree that you would handle the Device with reasonable care and skill and that Xpress Payments reserves the right to decommission and recall such Device for any reason; following which you shall ensure the immediate return of the Device.

You agree to ensure that only your employees, contractors, agents, or other parties working on your behalf ("Authorized Users") will use the Equipment and that such Authorized Users are notified of the terms and conditions of this Licence and any accompanying documentation prior to using the Equipment. You will also ensure that all use of the Equipment by such Authorized Users is in accordance with the terms of the Agreement or any accompanying documentation.

Trademark License

We hereby grant you a revocable, non-exclusive, non-transferable licence to use Xpress Payments trademarks used to identify our services (the “Trademarks”) solely in conjunction with the use of our Services. You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Xpress Payments (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising’, and use of all of the Trademarks.

Intellectual Property

We do not grant any right or licence to any Xpress Payments intellectual property rights by implication, estoppel 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 licences specifically granted herein.

Publicity

You hereby grant Xpress Payments permissions to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases. Such Publicity does not imply an endorsement for your products and services.

Confidential Information

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other 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:
(i) is public knowledge at the time of disclosure by the disclosing party;
(ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;
(iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or
(iv) is independently developed by the receiving party.

As a condition precedent for the receipt of the Confidential Information, the receiving party shall:
(i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;
(ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent;
(iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes;
(iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and
(v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Know Your Customer

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 and at physical retail locations, 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. In the event of a dispute, you may be required to provide us with these, to aid the resolution of the dispute.

Card Network Rules

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. The Card Networks reserve the right to amend the Network Rules.

Customer Payments

We will only process transactions that have been authorised by the applicable Card Network or card issuer. You may only process payments when authorised to do so by your customer.

We do not guarantee or assume any liability for transactions authorised and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Xpress Payments may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

Our Fees & Pricing Schedule

You agree to pay us for the services we render as a payment gateway for your goods and services. The Fee on our Pricing is integral to and forms part of this Agreement.

In addition, please note that the Fee is inclusive of Value Added Tax (VAT) as well as all charges and/or costs that may be assessed by our bank partners or processors for processing a transaction on your behalf. Accordingly, you undertake to reimburse Xpress Payments for such costs and/or charges incurred for each transaction processed on your behalf. We reserve the right to revise the Fee. In the event that we revise the Fee, we will notify you within 5 days of such change.

Payouts

Subject to the terms of this Agreement, Xpress Payments 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 as stated in the Fee Schedule, any Reversals, Invalidated Payments, Chargebacks, Refunds, or other amounts that you owe to Xpress Payments 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 our Dashboard to reflect settlement. Xpress Payments is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.

Funds Handling

You authorise and instruct Xpress Payments to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. By accepting this Agreement, you further authorise Xpress Payments on how your card transaction settlement funds should be disbursed to you as Payouts and the timing of such Payouts.

You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Xpress Payments pending settlement and Payout to your Bank Account.

Your authorisations will remain valid and be of full effect until your Xpress Payment.

Notification of Errors

You agree to notify us immediately if any error is detected while reconciling transactions that have occurred using Xpress Payments. 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, report to us immediately. We will investigate any such reports and attempt to rectify the errors by crediting or debiting your Bank Account as appropriate.

Failure to notify us within 45 (forty-five) 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.

Chargebacks

A Chargeback usually happens when a customer files directly with or disputes through his or her credit or debit card issuer a payment on their bill. It may result in the reversal of a transaction. You may be assessed for chargebacks or disputes if (i) value is not given for transactions; (ii) transactions are unauthorised or improperly authorised; (iii) transactions do not comply with Card Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; (iv) your transactions have been flagged by a regulator or law enforcement agency or (v) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. Where a Chargeback occurs, you are immediately liable for all claims, expenses, fines, and liability we incur arising out of that Chargeback and agree that we may recover these amounts by debiting your settlements or payout account. Where these amounts are not recoverable through your settlements or payout account, you agree to pay all such amounts through any other means.

Fraud

Fraud occurs when an unauthorised transaction is made with a customer’s stolen payment details such as identity theft, phishing, account takeover, friendly fraud, etc.

We are committed to maintaining the highest standards of security and trust in our payment processing services. You are responsible for implementing additional security measures on your end to safeguard customer data and prevent unauthorised access to their accounts. We may impose transaction limits or other verification requirements for high-risk transactions to ensure the legitimacy of the transaction.

In the event of a dispute initiated by a customer due to suspected fraud, we will review all relevant information, including transaction data and any evidence you have provided. In case of any discrepancy or if you are unable to provide proof of value within the specified timeframe, we will have no other option than to accept the fraud claim on your behalf. You are encouraged to maintain accurate transaction records and evidence to expedite the resolution process.

Engaging in fraudulent activities, including chargeback abuse or unauthorised use of customer information, is strictly prohibited. If we identify any fraudulent activities on a merchant's account, we reserve the right to suspend or terminate the merchant's access to our services immediately.

Dispute Policy

This policy serves as a guide to establishing a robust and transparent system to manage and resolve transaction disputes. It outlines the principles, procedures, and mechanisms governing the resolution process, providing a roadmap for all parties involved. The Dispute Policy is now part of the Terms of Service.

Aim

The primary objective of this policy is to strike a balance between safeguarding the rights and interests of parties involved in a transaction and promoting timely and equitable resolutions. It is designed to promote transparency, accountability, and fairness throughout the dispute resolution process, minimising liability and disruption to ongoing business operations while also maintaining a positive reputation in the payment industry.

Introduction

A transaction dispute occurs when a cardholder or account holder registers a formal complaint against a merchant regarding a specific transaction. Common reasons for transaction disputes include unauthorized debits, no value received for payment made, defective products/goods, multiple transaction charges for one attempt, or services not rendered as promised.

Resolving disputes involves communication between the Issuer or card scheme, Xpress Payments and the sub-merchant. This communication requires evidence, such as receipts or transaction records and any other relevant information depending on the business category. In some cases, mediation or arbitration might be necessary to reach a satisfactory resolution.

We encourage prompt resolution of disputes to maintain trust and integrity in financial dealings and ensure fair outcomes for all parties involved.

Fraud

Fraud claims have a time frame of 24 hours to be resolved.If not resolved within this timeline, it auto-accepts.

Sometimes, fraud reports can progress to a court order, law enforcement request or regulator request.

Merchants are to provide receipts, account statements and other relevant information needed within3 business days , to successfully defend our position or object to a ruling and reply to a regulator or law enforcement agency request.

1. Court Order: A court order is a written direction, decision, or order delivered by a court. The ruling could specify the reversal of a transaction, the release of beneficiary information to an individual, or a directive to watchlist a bad actor’s BVN (Nigerian Bank Verification Number). We receive court orders from area, magistrate, district, and high courts.
2. Law enforcement request: A law enforcement authority or agency may reach out to direct a refund or request more information on a transaction or merchant that has been deemed suspicious or fraudulent. This request could demand an in-person visit, and Xpress Payments is bound by laws to comply.
3. Regulator directive: If a regulator reaches out for transaction or merchant information or to direct a refund, Xpress Payments will have to comply.

Fraud claims that are reopened due to discrepancies in receipts, incorrect beneficiary information provided during the initial resolution, and insufficient beneficiary details shall have a prompt resolution timeline of 7 hours. If not resolved within this timeline, the fraud claim auto-accepts.

Chargebacks

Chargebacks occur when a customer requests to have a payment they made reversed. It could happen due to a duplicate transaction charge, no value for payment made, a cancelled subscription that was still charged etc.

The time frame for the resolution of chargebacks is 16 hours for Nigerian market.If not resolved within this timeline, it auto-accepts.

Sometimes, chargebacks could require transaction revalidation or progress to other stages; pre-arbitration and arbitration.

• Revalidation:This is when the Issuing bank reaches out after a declined chargeback to ask that the provided evidence be reviewed again for accuracy.
  Chargebacks reopened for revalidation reasons have a resolution timeline of 8 hours in our Nigeria.
• Pre-arbitration:This refers to the process where an Issuer or card scheme requests further evidence from a merchant after the initial chargeback dispute, before proceeding to arbitration. Merchants have 72 hours to resolve pre-arbitration chargebacks in all markets.
• Arbitration: This involves the relevant card association stepping in to help resolve the dispute between the acquiring and issuing banks and by extension the merchant and the cardholder. We do not allow chargebacks to go into arbitration.

Liability

According to this policy and Xpress Payments’ Terms of Service, merchants are bound by rules that limit Xpress Payments’ responsibility. We are not liable for disputes incurred by merchants using our services. We are also not involved in the decision-making of dispute outcomes as this is left to the customer’s bank and card networks.

The information merchants provide to Xpress Payments directly or through a representative is expected to be accurate and complete. By using Xpress Payments Services, they are responsible for paying the full amount of any disputes (chargebacks and fraud claims), refunds, fines, or penalties that may arise from their use of the service, regardless of any agreements to share liability. These obligations are described in more detail in the Xpress Payments’ Term of Service.

Card Networks and Xpress Payments don't accept high dispute rates from merchants. This is because high dispute rates suggest that the merchant(s) might not be delivering products or services to cardholders. A high dispute rate results in an increase in operational tasks and costs for all parties, including the Card Network, Issuing Bank, and Xpress Payments.

There are specific liability scenarios we’ve seen arise from time to time. These are outlined below and will be updated when new situations come up:

1. Auto-accepted /Accepted disputes:
   Merchant liability
2. Court Orders:
   Merchant Liability
3. Fraud Chargebacks:
   Merchant Liability
4. Pre-arbitration chargebacks:
   Merchant Liability
5. Regulatory sanctions and fines:
   Merchant Liability (except directive originated from gap or loophole in Xpress Payments’ processes)
6. Card scheme fines such as remediation and arbitration fines:
   Arbitration fines: Merchant Liability
   Remediation fines: Merchant Liability (where a merchant is flagged & where a merchant contributes the most to the flagged fraud value or ratio)
7. Law enforcement visits and requests:
   Xpress Payments’ obligation. The affected merchant(s) gets looped in when directly referenced or invited by the requesting agency/authority.

Dispute Limits

We track the dispute rates for our merchants and alert them when they are close to breaching the limit. This helps us detect spikes early enough and avoid the monthly fines and additional fees associated with monitoring Dispute cost.

Merchants do not get charged for receiving or resolving disputes. However, for any accepted or auto-accepted disputes, the transaction value is reversed in full (except where the merchant accepted a dispute partially) and deducted from the merchant’s next settlement. This is because our processing fees are not refundable .

According to our Terms of Service, merchants are responsible and have indemnified Xpress Payments against any claims (including legal fees) from third parties, such as Card Networks, Issuers, and Acquirers, resulting from the merchant's violation of the Merchant Service Agreement, applicable laws, or card network rules for the payment methods in use.

Dispute period

Disputes may happen long after a transaction, but even if the Merchant Service Agreement is terminated or a business is closed, Xpress Payments is still entitled to recover dispute amounts, dispute fees, transaction reversals, and fines related to transactions processed during the agreement's term from the merchant.

Resolution

Disputes should be resolved within specified timeframes by merchants with either an accept or decline response:

• Accept: Merchant accepting a dispute means they’re yet to give value or can recover value. After accepting, the transaction is refunded, and the transaction value is deducted from the merchant’s next settlement.
• Decline: Merchant declining a dispute means they’ve already delivered value and will be unable to recoup or salvage it. Declining a dispute requires a transaction receipt and for fraud claims, additional information such as beneficiary details and KYC, details of funds utilization and details of any transfers or withdrawals made is needed.

Right To Information Sharing

Xpress Payments has the right to share information about a merchant and their transactions with regulators, acquirers, issuers, law enforcement, and other authorities to comply with legal requirements. This sharing is important to prevent fraud, investigate suspicious transactions, and maintain the security of our payment systems.

By cooperating with these entities, we help detect, prevent, and give relevant information on financial crimes, ensuring the safety of everyone involved in the payment process. This information sharing is also crucial for us to fulfil our responsibilities as a trusted intermediary, allowing us to respond quickly to potential risks and support a transparent payment environment that promotes trust for all parties.

Reserves

In our sole discretion, we may place a Reserve on a portion of your Payouts by holding for a certain period such portion where we believe there is a high level of risk associated with your business. 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 restrictions that Xpress Payments 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 Xpress Payments a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.

Refunds

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

You are encouraged not to provide refunds to an account holder for a previously processed transaction using a different payment method than the method used for the original transaction. The original transaction can in such case still be subject to a dispute by the account holder or Issuer, causing you to have to refund the received funds twice. This is a well-known method to make fraudulent use of stolen credit cards at the expense of businesses.

No refund of Processing fees

The fees charged for processing the original Transaction will not be refunded in part or in full to the Merchant if the Transaction is Refunded or made subject to a dispute.

Information Sharing

In cases of suspected fraud or criminal activities, we may share relevant information with regulators, law enforcement, and other authorities to ensure compliance with legal obligations.
Merchants are obliged to cooperate fully with any investigations related to fraudulent activities, providing any necessary information promptly.

Termination

1. you do not comply with any of the provisions of this Agreement;
2. we are required to do so by a Law;
3. we are directed by a Card Network or issuing financial institution;
4. or where a suspicious or fraudulent transaction occurs.

Restricted Activities & Acceptable Use Policy

You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using our website, 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 our Acceptable Use Policy page.

Privacy Policy

Xpress Payments is committed to managing your Personal Information in line with global industry best practices. You can read our Privacy Policy to understand how we use your information and the steps we take to protect your information.

Disclaimers

WE TRY TO KEEP OUR WEBSITE AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK.

OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, XPRESS PAYMENTS MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR WEBSITE OR FROM XPRESS PAYMENTS, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, " XPRESS PAYMENTS PARTIES") SHALL CREATE ANY WARRANTY

Limitation of Liability

IN NO EVENT WILL ANY OF THE XPRESS PAYMENTS PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH XPRESS PAYMENTS’ WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF XPRESS PAYMENTS’ WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Xpress Payments Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Xpress Payments’ Party's liability shall be the minimum permitted under such applicable law.

Indemnity

You, as the merchant, hereby agree to assume full responsibility for defending, indemnifying, and holding Xpress Payments, its officers, directors, employees, agents, licensors, and suppliers harmless from any claims, actions, or demands, as well as liabilities and settlements, including but not limited to reasonable legal and accounting fees, arising from, or alleged to arise from your violation of the terms outlined in this Agreement. By accepting these terms, you acknowledge that Xpress Payments shall not be held liable for any consequences resulting from your actions or omissions, and you expressly release us from any such liabilities.

Updates, Modifications & Amendments

We may need to update, modify or amend our Merchant Terms of Service as our technology evolves. We reserve the right to make changes to this Merchant Terms of Service at any time by giving notice to users on this page.

We advise that you check this page often, referring to the date of the last modification on the page If you have any objection to any of the changes to this Merchant Terms of Service, you must cease using our website and/or services immediately.

Applicable Law

These Terms of Use shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.

Legal Disputes

We shall try to settle all disputes amicably. Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. Venue for the arbitration shall be Lagos, Nigeria.