Terms & Conditions

To be eligible to register for and use VestraPay's Services, you must:

• Be an individual of at least 18 years of age, or a duly incorporated entity with legal capacity;
• Not be a person or entity subject to sanctions administered by the United Nations Security Council, the Office of Foreign Assets Control (OFAC), the European Union, His Majesty's Treasury (HMT), or the Nigerian government;
• Not be a person or entity that has been convicted of a financial crime or is under active investigation by any regulatory or law enforcement authority for money laundering, fraud, or related offences;
• Not be located in, incorporated in, or operating from a jurisdiction identified as high-risk or non-cooperative by the Financial Action Task Force (FATF), as determined by the CBN from time to time; and
• Possess a valid Bank Verification Number (BVN) issued by NIBSS, where applicable to the account tier being opened.

To access the full range of VestraPay's Services, you must complete our registration and KYC process. You agree to:

• Provide accurate, truthful, and complete information during registration and at all times thereafter;
• Submit all identity documents required for the applicable account tier as specified by VestraPay and mandated by the CBN's tiered KYC framework;
• Notify VestraPay promptly of any change in your personal or business information;
• Cooperate with any enhanced due diligence (EDD) process VestraPay may conduct; and
• Not impersonate any person or entity, or misrepresent your identity or affiliation.

VestraPay reserves the right to refuse registration, restrict Services, or suspend Accounts where we are unable to verify your identity or where providing Services would conflict with Applicable Law.

You are solely responsible for maintaining the confidentiality and security of your login credentials, password, PIN, and any authentication factors associated with your Account. You must:

• Not share your credentials, password, or one-time passwords (OTPs) with any third party;
• Immediately notify VestraPay at support@vestrapay.com if you suspect any unauthorised access to or use of your Account;
• Log out of your Account after each session on shared or public devices; and
• Not allow any other person to access the Services through your Account.

VestraPay shall not be liable for any loss or damage arising from your failure to comply with these security obligations. Transactions authenticated with your credentials will be treated as authorised by you, except where you have reported a security breach to VestraPay before the transaction is processed.

• Maintenance of an electronic payment wallet for the receipt, holding, and disbursement of funds;
• Tiered account functionality consistent with the CBN's KYC tiering requirements;
• Generation of account statements and transaction histories.

• Intrabank and interbank funds transfers via NIBSS infrastructure (NIP, NEFT);
• Real-time payment processing and settlement;
• Bulk payment disbursements for business customers;
• Bill payments and airtime/data purchases.

• Payment collection infrastructure for merchants, including payment links, APIs, and checkout integrations;
• Settlement of collected funds to merchant accounts in accordance with agreed settlement schedules;
• Dispute and chargeback management support.

VestraPay may introduce additional services from time to time, which will be subject to these Terms and any supplemental terms communicated to you at the time of launch. VestraPay reserves the right to modify, suspend, or discontinue any Service, with notice where reasonably practicable, subject to Applicable Law.

The use of certain Services is subject to Fees. All applicable Fees are published on our platform and mobile application and may be updated from time to time. We will provide you with reasonable notice of any changes to our Fees. By continuing to use the Services after a fee change takes effect, you accept the revised Fees.

VestraPay may deduct applicable Fees directly from your Wallet or from the proceeds of a Transaction at the time of processing. Fees are non-refundable except where VestraPay has committed an error or where required by Applicable Law.

You are responsible for all applicable taxes, levies, and duties arising from your use of the Services, including Value Added Tax (VAT) at the applicable rate under the VAT Act (as amended). VestraPay may be required by law to withhold or remit certain taxes on transactions processed through the platform and will do so in accordance with Applicable Law.

Settlement of funds to your Account or to a designated bank account will be executed in accordance with the settlement schedule applicable to your account type, as communicated to you on our platform. Settlement timelines are subject to interbank clearing cycles, CBN settlement windows, and any third-party processing delays beyond VestraPay's reasonable control.

All transactions processed through the Services are denominated in Nigerian Naira (NGN) unless otherwise expressly agreed in writing for specific products. VestraPay does not facilitate foreign exchange transactions except as expressly authorised by the CBN and stated in supplemental terms.

By submitting a Payment Instruction, you irrevocably authorise VestraPay to debit your Wallet or Account in the amount specified and to process the Transaction in accordance with your instruction. You confirm that:

• You are the lawful owner of or are duly authorised to operate the Account from which funds are to be debited;
• The Transaction is for a lawful purpose and does not contravene Applicable Law; and
• Sufficient funds are available in your Wallet or Account to cover the Transaction amount and applicable Fees.

Once a Payment Instruction is submitted and processed, it may not be reversed or cancelled except in the following circumstances:

• VestraPay determines that the transaction was fraudulent or unauthorised;
• The transaction was processed in error due to a technical fault attributable to VestraPay;
• Applicable Law or a regulatory directive requires reversal; or
• The beneficiary bank or payment scheme confirms the failure of the transaction and authorises a return of funds.

Requests for transaction reversal or dispute resolution must be submitted within 30 days of the transaction date. VestraPay will investigate and respond within the timelines prescribed by the CBN Consumer Protection Framework.

VestraPay applies transaction, balance, and velocity limits in line with the CBN's tiered KYC framework and its internal risk policies. The limits applicable to your Account depend on your account tier and the level of identity verification you have completed. VestraPay may review and vary these limits from time to time to comply with regulatory requirements or to manage risk, and will make current limits available to you through the platform.

VestraPay reserves the right to decline, suspend, or withhold processing of any Transaction where:

• There are insufficient funds in your Account;
• The Transaction raises fraud, AML, or sanctions concerns;
• The Transaction would cause VestraPay to breach Applicable Law;
• VestraPay's payment infrastructure or a third-party network is unavailable; or
• VestraPay reasonably suspects that the Transaction is being used for an unlawful purpose.

• Money laundering, terrorist financing, proliferation financing, or any activity prohibited under the MLPPA 2022, CBN AML/CFT/CPF Regulations 2022, or FATF Recommendations;
• Fraud, identity theft, or the use of forged, stolen, or falsified identity documents;
• Funding, facilitating, or promoting illegal arms trading, trafficking in persons, or narcotics;
• Any activity that constitutes a criminal offence under Nigerian law.

• Processing payments in contravention of CBN foreign exchange regulations;
• Transacting with persons or entities on any applicable sanctions list;
• Circumventing account limits, KYC requirements, or transaction monitoring controls.

• Accessing or attempting to access systems, data, or features not authorised for your Account;
• Reverse engineering, decompiling, or disassembling any part of VestraPay's platform or software;
• Introducing malware, viruses, or any harmful code into our systems;
• Using automated tools, bots, or scripts to access the Services without VestraPay's express written consent;
• Interfering with or disrupting the integrity, performance, or security of our infrastructure.

• Using the Services to engage in multi-level marketing, Ponzi schemes, or pyramid schemes;
• Processing transactions that constitute gambling, unless VestraPay has expressly approved such use in a separate written agreement;
• Using the Services in a manner that violates the rights of any third party, including intellectual property rights.

VestraPay reserves the right to immediately suspend or terminate your Account, block pending transactions, and report suspicious activity to the NFIU or other relevant authorities where prohibited conduct is suspected or confirmed. You shall indemnify VestraPay for all losses, liabilities, fines, and costs arising from your violation of this clause.

All intellectual property rights in the VestraPay platform, mobile application, website, brand name, logo, trademarks, software, content, and technology are owned by or licensed to VestraPay. Nothing in these Terms grants you any right, title, or licence to any of VestraPay's intellectual property except the limited right to use the Services as expressly set out in these Terms.

VestraPay grants you a personal, non-exclusive, non-transferable, revocable, limited licence to access and use the Services solely for your personal or internal business purposes, strictly in accordance with these Terms. This licence does not permit you to sublicense, sell, resell, transfer, assign, or otherwise commercialise the Services or any component thereof.

By submitting data, content, or information to VestraPay through the Services, you grant VestraPay a non-exclusive, royalty-free licence to use, store, process, and display such content to the extent necessary to provide the Services. You represent and warrant that you have all necessary rights to the content you submit and that it does not infringe any third-party rights.

VestraPay may suspend your Account or restrict access to the Services, with or without prior notice, where:

• We suspect or detect fraudulent, unlawful, or suspicious activity on your Account;
• You have violated any provision of these Terms;
• We are required to do so by Applicable Law, a regulatory directive, or a court order;
• You fail to complete or maintain required KYC documentation;
• Your Account has been inactive for a period exceeding 12 consecutive months; or
• We determine that continued provision of Services poses an unacceptable risk to VestraPay, other Users, or the financial system.

You may close your Account at any time by submitting a written request to support@vestrapay.com, subject to the following conditions:

• All pending transactions must be completed or cancelled before closure;
• Any outstanding balance in your Wallet will be remitted to your designated bank account, less any applicable Fees, within 10 Business Days;
• We may retain records of your Account and transaction history for the minimum periods required by Applicable Law, notwithstanding closure.

VestraPay may terminate your Account upon 30 days' written notice for any reason, or immediately where you have materially breached these Terms, we are required to do so by law, or continued provision of Services would expose VestraPay to legal, regulatory, or reputational risk. Upon termination, any outstanding Wallet balance will be remitted to your registered bank account, subject to Applicable Law.

Clauses 7 (Prohibited Conduct), 8 (AML/CFT Compliance), 9 (Intellectual Property), 13 (Limitation of Liability), 14 (Indemnification), 18 (Governing Law), and 19 (Dispute Resolution) shall survive the termination or expiry of these Terms.

If you have a complaint regarding the Services, you must first submit it to VestraPay's customer support team at support@vestrapay.com. We will acknowledge your complaint within 24 hours and aim to resolve it within 5 Business Days, in accordance with the CBN Consumer Protection Framework. For complex complaints, we will notify you of the expected resolution timeline.

If your complaint is not resolved to your satisfaction within the timelines specified, you may escalate it to:

• The Central Bank of Nigeria's Consumer Protection Department: consumerprotection@cbn.gov.ng
• The CBN's Consumer Complaints Management System (CCMS) at: https://ccms.cbn.gov.ng

Subject to clauses 19.1 and 19.2, any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, that is not resolved through the internal complaints process shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator agreed upon by the parties or, failing agreement, appointed in accordance with the applicable rules.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Nigeria for the purpose of enforcing any arbitral award or seeking interim relief, and waives any objection to the exercise of such jurisdiction.