NEPAY TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you" or "your") and Circle Technology Limited, a company incorporated under the laws of the Federal Republic of Nigeria ("Circle Technology", "NePay", "we", "us" or "our"), concerning your access to and use of the NePay mobile application, website, products and related services (collectively, the "Services").

By creating an account, selecting "I Accept", accessing or using the Services, you acknowledge that you have read, understood and agreed to these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not create an account or use the Services.

1. Eligibility

You must be at least eighteen years old and legally capable of entering into a binding contract to use NePay. You represent and warrant that: a. the information you provide is accurate, current and complete; b. you are using NePay for lawful purposes; c. you are not prohibited by applicable law from using the Services; and d. you will comply with these Terms and all applicable laws and regulations. We may refuse registration, restrict access or terminate an account where reasonably necessary for legal, regulatory, security, fraud prevention or risk management purposes.

2. Nature of NePay

NePay is a technology platform through which eligible users may access payment, digital asset conversion, bill payment, gift card conversion and related financial technology services. Certain underlying services available through NePay are provided, processed or supported by independent third party financial institutions, payment service providers, identity verification providers, digital asset infrastructure providers, liquidity providers, bill payment providers and other service providers. Where a third party performs an underlying regulated or financial function, use of that function may also be subject to the provider's applicable requirements and regulatory obligations. Nothing in these Terms constitutes a representation that Circle Technology is a bank, deposit taking institution or other regulated institution unless Circle Technology has expressly stated that it holds the applicable authorisation.

3. Account Registration

You must create an account to access certain Services. You must provide information reasonably requested for registration, verification, security, fraud prevention and provision of the Services. You are responsible for ensuring that information associated with your account remains accurate and current. Each account is personal to the registered User and may not be sold, transferred, leased or made available to another person. We may restrict the creation or operation of duplicate accounts.

4. Identity Verification and KYC

Access to certain Services is subject to identity verification and Know Your Customer requirements. Verification may be performed through independent identity verification and financial service providers. Depending on the applicable service and verification tier, you may be required to provide information such as your name, telephone number, address, Bank Verification Number, National Identification Number, government issued identification, photograph, facial verification information or other information required by applicable law or the relevant service provider. NePay may receive verification results, reference identifiers, status information, risk indicators and other information necessary to administer your account without necessarily retaining the original identity document or identifier. You authorise the processing of information reasonably required to complete verification and comply with applicable legal and regulatory obligations. Failure to complete or maintain the required verification may result in transaction limits, restrictions or suspension of particular Services.

5. Naira Accounts and Virtual Accounts

Eligible Users may be provided with virtual account details through licensed payment infrastructure. A virtual account made available through NePay is provided solely for purposes permitted within the Services. It does not make Circle Technology a bank and does not create a conventional bank account relationship between you and Circle Technology. Funds processed through the Naira payment infrastructure are held and processed through applicable third party financial service infrastructure. Circle Technology does not accept deposits as a bank. Your displayed NePay balance represents the value recorded in the NePay ledger in connection with transactions processed through the applicable payment infrastructure. We may reconcile, correct or adjust ledger entries where reasonably necessary to reflect the actual outcome of a transaction, provided that such correction does not entitle Circle Technology to appropriate funds lawfully belonging to you.

6. Naira Deposits and Withdrawals

Eligible Users may fund their account through supported methods and may withdraw available Naira balances to supported Nigerian bank accounts, subject to applicable limits, verification, fraud controls and provider availability. A deposit or withdrawal may be delayed, rejected, reversed or subjected to further review where: a. information supplied is incorrect or incomplete; b. the transaction exceeds an applicable limit; c. further verification is required; d. fraud or unauthorised activity is suspected; e. a service provider rejects or reverses the transaction; f. a legal or regulatory requirement prevents processing; or g. technical or financial infrastructure necessary to complete the transaction is unavailable. A transaction displayed as pending has not necessarily been finally settled.

7. Digital Asset Conversion

NePay permits eligible Users to send supported digital assets through designated deposit infrastructure for conversion and settlement in Naira. NePay does not presently provide Users with a general purpose custodial cryptocurrency wallet, cryptocurrency withdrawal facility or facility for swapping one digital asset for another. When you initiate a supported digital asset transaction, a designated deposit address or other deposit instruction may be generated through third party digital asset infrastructure. The digital asset infrastructure may receive and process the deposited asset, including conversion into a settlement asset, before providing NePay with confirmation of the net value received after applicable network, processing or provider charges. Following successful confirmation, NePay calculates the corresponding Naira amount using the applicable quoted rate and credits the User's Naira ledger, subject to these Terms.

8. Digital Asset Quotes and Exchange Rates

Before initiating a digital asset transaction, NePay may display an exchange rate or quotation. The applicable rate is the rate validly quoted for the relevant transaction, subject to any validity period, amount, asset, blockchain network, deposit address and other transaction conditions displayed when the quote is generated. Where the User properly completes the transaction in accordance with the applicable quote conditions, the quoted rate will be applied notwithstanding ordinary market movement occurring during the processing period. A quotation may cease to apply where the transaction is initiated or received outside its stated conditions, including where an incorrect asset, network, address or materially different amount is used. Any applicable charges or deductions will be disclosed through the transaction flow where required.

9. Blockchain Transactions

Blockchain transactions may be irreversible. You are responsible for verifying the supported asset, blockchain network, deposit address, memo or tag where applicable, and other transaction information before transmitting a digital asset. NePay may not be able to recover assets sent: a. using an unsupported blockchain network; b. to an incorrect address; c. without a required memo or tag; d. in an unsupported digital asset; or e. contrary to the transaction instructions presented to you. NePay does not guarantee recovery of an erroneous blockchain transaction. Digital asset deposits may require sufficient blockchain confirmations before settlement. Confirmation times may be affected by network congestion, protocol conditions and other matters outside Circle Technology's reasonable control.

10. Digital Asset Risks

Digital assets involve material financial, technological and regulatory risks. Prices and liquidity may change rapidly. Blockchain networks may experience congestion, forks, protocol failures, attacks or other disruptions. Laws governing digital assets may also change. NePay does not provide investment, financial, tax or legal advice. The availability of a digital asset through the Services does not constitute an endorsement, recommendation or representation concerning its value or suitability. You remain responsible for deciding whether to transact in a supported digital asset.

11. Utility and Bill Payments

NePay may facilitate payments for services including airtime, mobile data, electricity, television subscriptions and other supported services. You are responsible for verifying recipient information, telephone numbers, meter numbers, smart card numbers, package selections and other payment information before confirming a transaction. Successfully fulfilled utility transactions ordinarily cannot be cancelled merely because the User entered incorrect recipient information. Where a transaction fails after your balance has been debited, NePay will process the appropriate reversal after the underlying provider confirms or processes the failed transaction or reversal. Processing periods may vary according to the underlying provider and circumstances of the transaction.

12. Gift Card Conversion

Eligible Users may submit supported gift cards for verification and conversion to Naira. Submission of a gift card does not guarantee acceptance or payment. By submitting a gift card, you represent and warrant that: a. you lawfully own or are authorised to use and dispose of the gift card; b. the gift card has not been stolen, unlawfully obtained or fraudulently altered; c. information supplied concerning the gift card is accurate; and d. your submission does not violate applicable law or third party rights. Gift cards may be subjected to manual or automated verification. NePay may reject a gift card that is invalid, previously redeemed, unverifiable, altered, suspected to have been unlawfully obtained or otherwise fails applicable compliance requirements. Applicable rates may vary according to card type, denomination, market conditions and available liquidation rates. The rate applicable to a transaction will be presented as part of the relevant transaction process. Gift card codes, images and associated information may be securely processed and retained for transaction verification, fraud prevention, dispute resolution and other lawful purposes as described in our Privacy Policy.

13. Fees, Charges and Revenue

NePay may earn revenue through commissions, exchange rate spreads and other charges associated with particular Services. Where a fee or charge is payable directly by you, the applicable amount or method of calculation will be disclosed before you authorise the transaction where required. NePay does not presently charge a separate User transaction fee for supported utility payments, although third party pricing and the commercial arrangements underlying a service may affect the amount payable. We may amend our fees and pricing prospectively.

14. Transaction Limits

Transaction limits may apply based on KYC tier, transaction type, risk assessment, provider requirements, applicable law and other legitimate compliance considerations. Limits may include daily, monthly, per transaction or other thresholds. NePay may reasonably modify a User's applicable limits where required for compliance, security or risk management.

15. Failed, Pending and Reversed Transactions

Transactions may be pending while awaiting confirmation from a financial institution, blockchain network, payment provider or other service provider. A failed transaction may be reversed after the relevant underlying provider confirms the failure or reversal. NePay may correct duplicate, erroneous or technically incorrect ledger entries. If you believe a transaction has been incorrectly processed, you must notify NePay promptly through an available support channel and provide information reasonably required to investigate the transaction.

16. Rewards, Referrals and Leaderboards

NePay may operate referral, rewards, cashback, leaderboard or promotional programmes. Eligibility, qualifying activity, calculation periods, rankings, prizes and other programme conditions may be specified within the application or in separate promotional terms. Unless expressly stated otherwise, participation does not guarantee a reward. NePay may disqualify transactions or participants reasonably determined to involve manipulation, self dealing, duplicate accounts, fraud, artificial transaction volume, abuse or breach of these Terms. Prizes may vary between promotional periods and may be subject to verification before distribution. NePay may modify, suspend or discontinue a promotional programme prospectively, subject to honouring rights already accrued where required by law or applicable promotional terms.

17. Account Security

You are responsible for maintaining the confidentiality of your password, PIN, authentication credentials and devices used to access NePay. You must promptly notify NePay if you reasonably believe your account or credentials have been compromised. NePay may use passwords, PINs, one time passwords, multifactor authentication, device verification, biometric authentication supported by your device and other security controls. Where device biometric authentication is used, biometric templates such as your fingerprint or Face ID template are ordinarily handled by the operating system or device security environment rather than stored by NePay.

18. Prohibited Activities

You must not use NePay to: a. commit fraud, money laundering, terrorist financing or any unlawful activity; b. transact with unlawfully obtained funds, digital assets or gift cards; c. impersonate another person; d. circumvent transaction, KYC or security limits; e. create accounts using false or misleading information; f. manipulate rewards or referral programmes; g. interfere with the security or operation of the Services; h. introduce malicious code; i. use automated means to access the Services without authorisation; j. reverse engineer or attempt to extract proprietary source code except to the limited extent such restriction is prohibited by applicable law; or k. use the Services in any manner prohibited by applicable law.

19. Holds, Restrictions and Suspension

NePay may place a hold on a transaction or restrict, suspend or limit an account where reasonably necessary to: a. investigate suspected fraud or unauthorised activity; b. satisfy KYC, AML, sanctions or other compliance requirements; c. respond to a lawful request or order; d. protect the User, NePay or another person from reasonably suspected harm; e. investigate a disputed transaction; f. address a security incident; g. enforce these Terms; or h. comply with requirements imposed by an underlying service provider where reasonably applicable to the Services. Where legally and operationally permissible, restrictions will be reviewed and removed when the underlying reason has been resolved. Account restriction does not transfer ownership of a User's legitimate funds to Circle Technology.

20. Account Closure

You may request account deletion through the available account settings. NePay may require identity or OTP verification before processing the request. Before closure, outstanding transactions, investigations, holds or other obligations may need to be resolved. Account closure does not require deletion of information that Circle Technology is required or lawfully permitted to retain for financial record keeping, fraud prevention, dispute resolution, legal compliance, security or establishment and defence of legal claims. Retention is governed by our Privacy Policy and applicable law.

21. Intellectual Property

The NePay application, website, software, source and object code, interfaces, graphics, designs, databases, trademarks, trade names, logos, documentation and other proprietary materials are owned by or licensed to Circle Technology and are protected by applicable intellectual property laws. Except for the limited right to use the Services in accordance with these Terms and the applicable EULA, no intellectual property right is transferred to you.

22. Third Party Services

Certain Services depend upon third party infrastructure and service providers. Circle Technology is not responsible for an independent third party's acts or omissions to the extent that the matter is genuinely outside Circle Technology's reasonable control. Nothing in this clause excludes responsibility that cannot lawfully be excluded or responsibility arising from Circle Technology's own breach, negligence, fraud or wilful misconduct where applicable.

23. Service Availability

We endeavour to maintain reliable Services but do not guarantee uninterrupted or error free availability. Services may be temporarily unavailable because of maintenance, security events, telecommunications failures, blockchain conditions, third party outages, regulatory requirements or circumstances beyond our reasonable control. We may modify or discontinue a feature where reasonably necessary, subject to applicable law and existing User rights.

24. Limitation of Liability

To the maximum extent permitted by applicable law, Circle Technology shall not be liable for indirect, incidental, special or consequential loss that was not reasonably foreseeable as a direct consequence of our breach. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability arising from fraud, fraudulent misrepresentation or other liability that applicable law requires us to bear. Any limitation or exclusion contained in these Terms shall be interpreted subject to mandatory Nigerian consumer protection law.

25. Indemnity

To the extent permitted by law, you shall indemnify Circle Technology against losses, liabilities, claims and reasonable costs arising directly from your fraud, unlawful use of the Services, material breach of these Terms or infringement of another person's rights. This clause does not require you to indemnify Circle Technology for loss caused by Circle Technology's own unlawful conduct.

26. Privacy

Our collection and processing of personal data is governed by the NePay Privacy Policy and applicable data protection law.

27. Electronic Communications

You consent to receiving notices, transaction confirmations, security communications and other communications relating to the Services electronically. Marketing communications will be managed in accordance with applicable law and available communication preferences.

28. Complaints and Support

Questions, transaction disputes and complaints may be submitted to: support@nepay.com.ng Compliance and data protection enquiries may be submitted to: compliance@nepay.com.ng We may request information reasonably necessary to investigate a complaint.

29. Changes to These Terms

We may amend these Terms to reflect changes in law, regulation, Services, technology or business operations. Where a change materially affects your rights or obligations, we will provide reasonable notice through the application, website, email or another appropriate channel before the change takes effect where required. Continued use following the effective date of amended Terms constitutes acceptance where permitted by law. Where fresh affirmative consent is legally required, we will request it.

30. Governing Law and Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties shall first attempt in good faith to resolve a dispute through NePay's complaints process. Nothing in these Terms prevents a User from exercising any right to approach a competent regulator, consumer protection authority or court where such right cannot lawfully be restricted. Subject to mandatory law, disputes not resolved through the complaints process shall be subject to the jurisdiction of the competent courts of the Federal Republic of Nigeria.

31. General Provisions

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in effect. Our failure to enforce a provision immediately does not constitute a waiver. You may not assign your rights under these Terms without our written consent. Circle Technology may assign its rights and obligations as part of a lawful corporate restructuring, merger, acquisition or transfer of the NePay business, subject to applicable law. These Terms, the Privacy Policy, the EULA and any specific terms expressly incorporated into a particular Service constitute the applicable agreement between you and Circle Technology concerning the Services.

32. Contact

Circle Technology Limited Nigeria Website: nepay.com.ng Support: support@nepay.com.ng Compliance and Privacy: compliance@nepay.com.ng