YOU MAY NOT ACCESS OR USE ANY FLUTTERWAVE SERVICES UNLESS YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS AS CONTAINED IN THIS AGREEMENT.
Please read the contents of this document carefully and print the copy sent to your email and/or retain this information electronically for your records
This Merchant Service Agreement (“Agreement”) is a legal agreement between FLUTTERWAVE (together with its subsidiaries, affiliates, successors and assigns) And You (hereinafter referred to as the Merchant), as a user in order for You to receive certain payment gateway services and other services offered by Flutterwave and or its subsidiaries and affiliates.
Flutterwave and Merchant are herein referred to collectively as “ Parties” and individually as “ Party”, whereas:
Now It Is Hereby Agreed As follows:
In this Agreement, the following definitions apply:
“3D-Secure” means the backup two (2) levels of security which must include delivery of a dynamic code in a card transaction
“Acquiring Bank” means the financial institution/bank institution that processes credit or debit card payments on behalf of a merchant.
"Affiliate" means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company;
“Agreement” means this Merchant Service Agreement and any supplements, appendices, amendments, modifications, extensions and revisions therein;
“API” means Application Program Interface belonging to Flutterwave for the purpose of providing the Services;
“Applicable Law(s)” includes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies and directives of any competent regulatory entity, including without limitation CBN and NIBSS requirements with respect to payments, data protection, data privacy and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law, that is applicable to the deployment or operation of the core IT Banking Solution as well as any Services to be provided with respect to this Agreement, and any court decision having the force of law in Nigeria;
“Business Day” means any day other than Saturday, Sunday, or any other day on which banking institutions in the Territory are authorized by law or executive action to close;
“Card” means a prepaid virtual and/or physical card issued by Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme, offered by Flutterwave to its Merchants on the Flutterwave Platform;
“Cardholder” means any authorised user of a card who uses the card to carry out a card transaction on the Payment Gateway;
“Confidential Information” means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority;
“Customers” means patrons of the Merchant in relation to a payment transaction processed using the Services;
“Chargebacks” means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution.
The reasons for the Chargebacks include (but are not limited to):
“Disclosing Party” means any one of the Parties under this Agreement who discloses Confidential Information to the other Party to this Agreement;
“Flutterwave Terms and Conditions” means collectively the terms and conditions set forth in this `Agreement, as may be amended from time to time, including all exhibits, schedules and addendum thereto and the terms and conditions of the Payment Gateway on https://flutterwave.com/ng/terms ;
“Fines” means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes or other financial institution require either the Merchant or Flutterwave to pay or which are otherwise directly or indirectly recovered from Flutterwave at any time and which relate to any aspect of this Agreement (including the provision of the Services hereunder).
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Issuing Bank” means a financial institution that issues cards under the authority of the relevant Payment Scheme;
“Merchant” means an end user customer that uses Flutterwave Services in the conduct of its business of selling goods or providing services to the Public;
“Payment Gateway” means the infrastructure and e-commerce service of Flutterwave that authorizes payments for merchants;
“Payment Scheme” means Visa, MasterCard, American Express and any Affiliates thereof or any other card payment network (including any local schemes thereof) and/or such other schemes governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods, as approved and notified by Flutterwave to the Merchant in writing or on the Flutterwave websites from time to time;
“Payment Scheme Rules” means individually and collectively, any and all applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended and restated from time to time;
“PCI-DSS” means the Payment Card Industry Data Security Standards;
“Receiving Party” means any person receiving Confidential Information from a Party under this Agreement;
"Refund" means a return of an amount to a Customer or the reversal of any other payment pursuant to a request or instruction from the Merchant to Flutterwave;
“Regulatory Authority” means any regulator or other public body having supervisory or regulatory authority over Flutterwave or the Merchant;
“Services” means usage of the Flutterwave APIs by the Merchant for its payment services;
“Territory” means the Federal Republic of Nigeria; and
“User Acceptance Test” (UAT) means the last phase of testing of the Payment Gateway integration to ensure functionality according to specification.
In this Agreement, a reference to:
Flutterwave hereby grants the Merchant the non-exclusive right to channel its customers through the Payment Gateway.
Each Party is responsible for ensuring data security on their platform/website and for all data and Confidential information acquired pursuant to this Agreement. Each Party shall be and remain compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable to that Party and prior to such Party accessing any payment cardholder data or credit card information, as such requirements may be amended from time to time.
This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue for a period of twelve (12) months (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement.
Upon expiry of the initial term, this Agreement shall automatically renew for successive one (1) year periods until terminated in accordance with this Agreement.
Flutterwave hereby agrees to:
6.1. The Merchant hereby agrees:
6.2. In order to ensure continued compliance with the requirements of the CBN, the Merchant understands and accepts that Flutterwave provides its Services subject to the written approvals, directives, notices or authorisations as may be issued by the CBN from time to time and the Payment Scheme Rules. The Merchant further accepts that Flutterwave may make any such changes to the Services or this Agreement as are strictly necessary to ensure compliance with the CBN and the Payment Scheme Rules and the continuous provision of the Services to the Merchant.
6.3. The Merchant acknowledges that the Cards created on the Flutterwave Platform are the property of Flutterwave, and will be subject to cancellation at any time by Flutterwave or the Issuing Bank, as required by Applicable Law, or, on a case-by-case basis, where Flutterwave and/or the Issuing Bank believes that the Card is being used for fraudulent or illegal purposes provided that Flutterwave shall immediately notify the Merchant of such cancellation.
6.4. The Merchant agrees that it will be responsible for and liable to Flutterwave and Issuing Bank for all reasonable expenses associated with and any losses from over limit processing or reasonable expenses incurred by Flutterwave or Issuing Bank in seeking fraud or unauthorized transaction recovery under Applicable Law that was a result of the Merchant’s action or inaction including actions of the Merchant’s employees.
Either Party shall indemnify and hold the other Party, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur:
The Merchant shall indemnify and hold Flutterwave harmless from and against any damage, loss or liability that Flutterwave may incur as a result of:
This Agreement may not be modified except by an instrument in writing signed by duly authorized representatives of each of the Parties.
The respective rights of the Parties (whether arising under this Agreement or under the applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such right shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of either Party shall preclude them from exercising any such right or constitute a suspension or variation of such right.
In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.
At all times after the date hereof the Parties shall at their own expense execute all such documents and do such acts and things as may be reasonably required for the purpose of giving full effect to this Agreement.
Save for Flutterwave Terms and Conditions and Payment Scheme Rules of this Agreement, this Agreement contains the whole agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Agreement upon the basis of any representation that are not expressly incorporated herein and the Flutterwave Terms and Conditions.
This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.
FLUTTERWAVE TECHNOLOGY SOLUTIONS LIMITED
Address: Block 84, Plot 8, Providence Street, Lekki Phase 1, Lagos
Attention: Managing Director
Where you negotiate a Merchant Services Agreement before or after accepting the terms of this E-Agreement, the executed Agreement will take precedence over this E-Agreement.