1. Introduction:

By accessing or using the Minerva Technologies Limited (“VPay”, “We” “Us” or the “Company”) platform, you agree to abide by these Terms and

Conditions (the “Terms”). These Terms govern your use of the our payment service and its associated features (the “Service”). If you do not agree with any part of these terms, you may not use our service and/or discontinue access to our service immediately.

2. Account Registration:

To use our Services, you must create an account by providing accurate and

complete information.

You are responsible for

• maintaining the confidentiality of your account credentials and for all

activities that occur under your account.

• Making all arrangements necessary for you to have access to the

service.

• Ensuring that all persons who access the platform through your account

are aware of these Terms and comply with them.

• Keeping your account secure and for all activities on your account

You agree to immediately notify us of any unauthorised use of your account or of any other breach of security. To access our Services or some of our resources, you must i) accept these Terms and our Privacy Policy, and ii) must be 18 years old or above.

3. Payment Processing:

We facilitate payment processing services for users. By using our service, you authorize us to initiate transactions on your behalf. We reserve the right to refuse or suspend transactions that violate our policies or applicable laws.
4. Fees and Charges:

You agree to pay all applicable fees and charges associated with your use of our platform. Fees may vary depending on the type of transaction and

payment method used. We reserve the right to modify our fee structure at any time with prior written notice.

Tax. All amounts payable to us under these Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which you will be responsible for and will pay in full without any set-off, counterclaim, deduction, or withholding unless prohibited by applicable law.
5. Security and Fraud Protection:

We employ adequate security measures to protect your account, personal

data and transactions from unauthorized access and fraud. You agree to

cooperate with our security procedures and to report any suspicious activity immediately.

We may, at any time, require that you procure, within thirty (30) days (or such period as the Parties agree) after receiving our written request, a guarantee, indemnity, or other security (including the replacement of any existing security) in such form and over such assets as we may reasonably require to secure to our reasonable satisfaction the performance of your obligations.

6. User Warranties:

You agree to use VPay platform in compliance with all applicable laws and

regulations. You may not engage in any illegal or fraudulent activities while

using our service. We reserve the right to terminate or suspend your account

for any violation of these terms.

You hereby represent, warrant agree to:

(a) To provide true, accurate, current, and complete information about

yourself, your business references, and any other information as may be

required by us;

(b) To maintain and promptly amend all information to keep it true, accurate,

current, and complete. You must update us from time to time of any

material change;

(c) To comply fully with Banks and Other Financial Institution Act No.5 2020 (BOFIA) and other regulations, guidelines, memo or any other instrument made pursuant to BOFIA in relation to the services;

(d) That you have full capacity, authority, and all necessary licenses, permits, and consents to enter and exercise the rights, and perform your

obligations under these Terms;

(e) That your entry into and performance of these Terms do not:

i. conflict with or result in the breach of or default under any provisions

of your articles of association, memorandum of association, by-laws,

or any other constituent documents or agreement that is binding on

you; and

ii. conflict with or result in the breach of any applicable law or other

restrictions or obligations that you are subject to.

(f) That you will use the Services only for lawful purposes and in compliance with these Terms;

(g) That you will comply with all applicable laws in connection with these

Terms and the performance of its obligations under the Terms;

(h) That you will not use the services, directly or indirectly, for any fraudulent undertaking or in any manner to interfere with the operation of the Services; and

(i) That you will not interfere with, disrupt, or cause any damage to the

platform and other users of the platform.

You hereby grant an irrevocable, perpetual, worldwide, and royalty-free, sub-licensable license to us, to display and use all information provided by you in accordance with the purposes set forth in these Terms.

You are solely responsible for any use of the Services, and other features, you will use all reasonable endeavors to ensure that no unauthorized person will or could access the Services or other features of the Platform.

7. Intellectual Property:

All content and materials provided through the VPay platform are protected

by intellectual property laws. These Terms permit you to use the platform for your commercial use only. You must not reproduce, decompile, reverse

engineer, distribute, modify, create derivative works of, publicly display,

publicly perform, republish, download, store or transmit any of the material on our Platform, without our written permission and/or the express, authorized written permission of the copyright owner.

The platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected under Nigerian copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights law.

No right, title, or interest in or to the platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by us. Any use of the platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You are solely responsible for the quality, accuracy, and completeness of any of your materials and shall indemnify us, our affiliates, and our service providers for demand against all losses arising out of or in connection with the use of your materials.

No right, title, or interest in or to the platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by us. Any use of the platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You are solely responsible for the quality, accuracy, and completeness of any of your materials and shall indemnify us, our affiliates, and our service providers for demand against all losses arising out of or in connection with the use of your materials on the platform.

8. Limitation of Liability:

We shall not be liable for any indirect, incidental, or consequential damages

arising from your use of our service. We make no warranties or representations regarding the reliability or accuracy of our platform.

To the fullest extent provided by law, in no event will, we, our affiliates or

licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal provisions or theory, arising out of or in connection with your use, or inability to use, our platform, any platform linked to it, any content on the platform or such other platform or any services or items obtained through the platform or such other platform.

9. Indemnity

You agree to defend, indemnify and hold harmless VPay, its affiliates, licensors and service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the platform, including, but not limited to, your user obligations, any use of the platform, content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the platform.

10. Termination

We reserve the right to terminate these Terms and provision of our Service to you, if:

a) you breach any provision of these Terms;

b) we are required to do so by law;

c) you become insolvent;

d) We choose to discontinue the service being offered or discontinue

operating the platform;

e) the license for offering the Services is revoked; or

f) you fail to pay your debt owed to the Company.

We reserve the right to enforce the obligations contained herein, even when you have uninstalled the platform or after the termination of these Terms until all your obligations are fulfilled.

Upon termination of these Terms, the rights granted to you under these Terms shall cease to exist. Notwithstanding anything contained in these Terms or otherwise, the termination of these Terms, for any reason whatsoever, shall not affect your obligations, including but not limited to repayment of any outstanding amount(s).

11. Confidentiality

You undertake that all communication, content, intellectual property, or other information, and materials on the platform, either marked ‘confidential’ or is by its nature intended to be for your knowledge alone, shall be kept confidential.

Any communication, content, intellectual property, or other information, and materials you obtain in terms of or arising from the use of this platform shall be treated as confidential and shall not be divulged or permitted to be divulged to third parties, without our prior written consent.

Please note that all obligations relating to Confidential Information under this Terms will continue after termination of the Terms of and termination of access rights hereunder.

12. Governing Law:

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

13. Modification of Terms:

We reserve the right to modify these Terms and Conditions at any time.

Changes will be effective upon posting on our website or notifying users via email. It is your responsibility to review these terms periodically for updates.

14. Contact Information:

If you have any questions or concerns about these Terms and Conditions,

please contact us at [email protected].

We may give notice to you or contact you through e-mail. Notice will be

deemed received and properly served twenty-four (24) hours after the e-mail is sent. In proving the service of any notice, it will be sufficient to prove, that such e-mail was sent to the specified e-mail address of the addressee.

15. Unfair Competition:

You shall not use the platform, documentation or any other materials provided by us from time to time, including but not being limited to our intellectual property rights or confidential information, to build a competitive product, service, mobile application, Application Programming Interface (API), website or any other platform.

16. Records

You agree that, except in the case of manifest error, our record of the services we offer and of transactions carried out through our Platform is conclusive evidence of its contents.

17. Set Off

We may at any time set off any payment liability you have to us against any

payment liability that we have to you, whether either liability is present or

future, liquidated or unliquidated, and whether the liability arises under these Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at the importers' and exporters' market rate of exchange for the purpose of set-off. Our right to set off includes but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with us.

18. Other Languages

These Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the

English language version will prevail.

19. Severability

If any provision of the Terms is determined to be invalid, unenforceable, or

illegal by any court or tribunal, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid,

enforceable, and legal if some part of it were modified or deleted, the

provision will apply with the minimum modification necessary to make it legal, valid, and enforceable.

20. Assignment and Subcontracting

You shall not assign your rights under these Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of these Terms.

We may assign these Terms, in whole or in part, or subcontract our obligations under it, without your consent.

21. Relationship

Nothing in these Terms will be construed as creating an agency, a partnership, or joint venture between the Parties, constitute any Party being the agent of the other Party or authorize any Party to make or enter any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Waiver

No failure or delay by us to exercise any right or remedy provided under these Terms or applicable law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

23. Violations

Please report any violations or grievances with relation to these Terms to the Company at [email protected].

24. Force Majeure

We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control (“Force Majeure Event”). A Force Majeure Event includes in particular (but without limitation) the following: strikes, lockouts or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or service to us by third parties; or any other event beyond a Party’s reasonable control. Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues.