Terms of Service

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.

This Customer 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.

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, 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.

In the event that you change any information provided to us at registration including your name, address, financial institution, mode of payments or the products and services that you offer, you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us.

• You have full power and capacity to enter, execute, deliver and perform this Agreement.
• You are duly organized, authorized and in good standing under the laws of the Federal Republic of Nigeria or any state, region or country of your organization and are duly authorized to do business in all other states, regions or countries in which your business operates.

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

You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Xpress Payment shall not be liable to you for losses or damages that you suffer as a result. You will also take all reasonable steps to protect the security of the personal electronic device through which you access our Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access our Services and not sharing your device with other people).

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

• Providing and improving our services
• 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
• Complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws
• Any other purpose for which consent has been provided by your customer

You grant Xpress Payments permission to use your name in our marketing materials, including on our website, in customer listings, interviews, and press releases. Such publicity does not imply an endorsement of your products or services.

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. Confidential Information does not include information that:

• Is public knowledge at the time of disclosure by the disclosing party
• 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
• Was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations
• Is independently developed by the receiving party

As a condition precedent for the receipt of the Confidential Information, the receiving party shall:

• Not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information
• 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
• 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
• Take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement
• 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

You agree that you are solely responsible for providing your personal data to us which we will verify to confirm your identity to ensure that you are authorised to carry out the transactions on the platform.You are also required to maintain and provide contact information for us so that, in the event of a dispute, we will be able to reach you, to aid the resolution of the dispute.

Each card network has its own rules, regulations, and guidelines. You are required to comply with all applicable Network Rules that are applicable. 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.

We will only process transactions that have been authorised by the applicable Card Network or card issuer.

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.

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.

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:

• Value is not given for transactions
• Transactions are unauthorised or improperly authorised
• Transactions do not comply with Card Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious
• Your transactions have been flagged by a regulator or law enforcement agency
• Any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks

Where a customer fails to receive value after payment has been made and received by Xpress Payments, you are to immediately request for the unreceived value from Xpress Payments for resolution. Where the issue arose from the customer’s bank, you are to engage your bank using the transaction details to process your chargeback.

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 customer’s account, we reserve the right to suspend or terminate the customer’s access to our services immediately.

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.

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.

A transaction dispute occurs when a cardholder or account holder registers a formal complaint 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 are transactions disputed as unauthorized or fraudulent. This means that the reporting customer has reached out to their bank to complain that they didn’t initiate the transaction.

Fraud claims have a time frame of 24 hours to be resolved.

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

According to this policy and Xpress Payments’ Terms of Service, Customers are bound by rules that limit Xpress Payments’ responsibility. We are not liable for disputes incurred by Customers 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 Customers provide to Xpress Payments directly 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.

Xpress Payments has the right to share information about a customer and his/her 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.

You may terminate this Agreement by closing your Xpress Payments’ Account.

We may suspend your Account and your access to our services and any funds, or terminate this Agreement, if:

• You do not comply with any of the provisions of this Agreement
• We are required to do so by a Law
• We are directed by a Card Network or issuing financial institution
• Where a suspicious or fraudulent transaction occurs

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.

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. You have the right to withdraw all your information and or personal data provided to us.

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

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.

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.

You, as the Customer, 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.

We may need to update, modify or amend our Terms of Service as our technology evolves. We reserve the right to make changes to this 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 Terms of Service, you must cease using our website and/or services immediately.

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

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.

If any portion of these Terms of Use is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms of Use to any third party is prohibited. We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms of Use to any third party.