Updated 10 days ago

Introduction

T h FLUTTERWAVE i s <), b

Flutterwave > M E “ R” C “ H”, A:

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
0
]
.
l
i
s
t

N T:

1. Definition

“Acquirer Terms and Conditions”

“Affiliate” means, in relation to any Party, a subsidiary or a holding company of that Party, or any legal entity that controls, is controlled by, or is under common control with a Party, a Party’s holding company, or a controlling shareholder of either a Party or a Party’s holding company, including a subsidiary of the holding company and all of its subsidiaries;

“Agreement“ means this Merchant Services Agreement and all annexures, appendices and schedules hereto;

“AML/CFT/CPF Regulations” means the Applicable Laws on anti-money laundering, anti-bribery and anti-corruption in the Territory;

“API” means the application programming interface specification for the purpose of providing the Services;

“Applicable Law(s)” means the application programming interface specification for the purpose of providing the Services;means all laws, statutes, regulations, directives, circulars, guidance note, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes in the Territory;

“Business Day” means any day, other than Saturday, Sunday, or a public holiday, when banking institutions in the Territory are open for business;

“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 not limited to, 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;

“Customers” means patrons of the Merchant in relation to a Transaction processed using the Services;

“Data Protection Laws” means all data protection laws and regulations applicable to a Party’s processing of Personal Data in the Territory;

“Disclosing Party” means a Party that discloses Confidential Information to the other Party;

“Effective Date” m

merchant_service.data[1].definitions[11].list[0]
merchant_service.data[1].definitions[11].list[1]:
1. merchant_service.data[1].definitions[11].list[2]
2. merchant_service.data[1].definitions[11].list[3]
3. merchant_service.data[1].definitions[11].list[4]
merchant_service.data[1].definitions[11].list[5]
merchant_service.data[1].definitions[11].list[6]

“Fines” means any and all fines, penalties, sanctions, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes, Regulatory Authorities, Acquiring Bank, Issuing Bank or other financial institution or applicable body may 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);

“Independent Sales Organisation or ISO” means a company that facilitates the referral of a Merchant to an Acquiring Bank to enable the Acquirer offer payment processing services through its Payment Service System.

“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 5 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;

“Losses” means any and all claims, losses and liabilities, including Fines, Chargebacks, Chargeback Costs, others charges, costs (including legal and other professional costs), damages, expenses, interest, judgments, penalties of any nature whatsoever, and “Loss” has a corresponding meaning;

“Payment Facilitator or (“PayFac”)” means a payment service provider that enables businesses (Merchants/sub-merchants) process electronic payments through a master merchant account held with an Acquiring Bank. The Payment Facilitator is responsible for underwriting, onboarding, monitoring, and settling funds to such sub-merchants, and assumes liability for their compliance with applicable laws, regulations, and the rules of the relevant Card Schemes.

“Payment Scheme(s)” means card networks where Cards are used as the payment method which include, but are not limited to, Mastercard International, Visa International, Diners Club International, American Express and any Affiliates thereof, or any other entities operating any other card network as they may exist 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. Such rules are as published and updated by each individual Payment Scheme on its website;

“PCI-DSS” means the Payment Card Industry Data Security Standards;

“Personal Data” means any information relating to a person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Receiving Party” means a Party 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 any of the Parties and/or the Services;

“Services” means the provision of services as described in the Service Annexures attached to this Agreement

“Territory” means the Federal Republic of Nigeria; [Drafting note: update as required for relevant jurisdiction]

“Transaction” means any local or international payment operation processed through the Payment Schemes Gateway

“merchant_service.data[1].definitions[27].title” merchant_service.data[1].definitions[27].description

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
]
.
l
i
s
t

2. Scope of Agreement

2.1. General Services - Flutterwave will provide payment services to the Merchant and facilitate transactions involving card payments, digital payments and alternative payment methods under the following models: <ol style="list-style-type: none"> <li> 2.1.1. ISO Model: In this capacity, Flutterwave shall act solely as a referral entity and the Acquiring Bank assumes responsibility for transaction processing and settlement, compliance, and risk management. The Merchant acknowledges that its relationship with the Acquiring Bank shall be governed and bound by the Acquiring Bank's terms, and Flutterwave shall have no liability for the Acquirer's decisions or actions. </li> <li> 2.1.2. PayFac Model: In this capacity, Flutterwave shall act as a Payment Facilitator and directly processes and settles transactions for Merchants. The Merchant acknowledges that Flutterwave may have to impose underwriting, compliance and risk management requirements and reserves the right to suspend or terminate processing services if the Merchant fails to meet such requirements. </li> </ol>

3. Fees and Pricing

3.1. The Parties hereby agree that in consideration of performing its obligations under this Agreement, Flutterwave shall be entitled to the fees outlined in Annexure 1 (the “Fees”). Where applicable, the Fees shall be inclusive of the fees charged by the Acquiring Bank and Payment Schemes with respect to the Transactions 3.2. Flutterwave reserves the right to revise the Fees as provided in Annexure 1 from time to time without recourse to the Merchant and shall notify the Merchant of such revision prior to its implementation.

4. Data Security

5. Representations and Warranties

5.1. The Merchant warrants, represents and undertakes that: <ol style="list-style-type: none"> <li>5.1.1. it has full capacity and legal authority to enter into and to perform this Agreement;</li> <li>5.1.2. this Agreement is executed by a duly authorised representative of that Party;</li> <li>5.1.3. where applicable, it is duly incorporated and validly existing under the laws of its jurisdictions;</li> <li>5.1.4. it has the requisite computer systems, ability, skills and expertise to perform its obligations (as the case may be);</li> <li>5.1.5. where applicable, it will have in place a back-up or constant disaster recovery system to continue to meet its obligations even during unexpected or unforeseen eventualities;</li> <li>5.1.6. it is entitled to enter and perform all its obligations under this Agreement and shall comply with all Applicable Laws in performance of the said obligations;</li> <li>5.1.7. it will not take any actions or engage in any activity that would adversely affect or damage Flutterwave's good name and/or reputation;</li> <li>5.1.8. in case it uses any third-party software in the performance of its obligations under this Agreement, it shall have the required licence and the right to grant a sublicense to use such third-party software;</li> <li>5.1.9. it has never had an agreement with a payment scheme provider or payments service provider terminated on the request or demand by the relevant provider or any Regulatory Authority;</li> <li>5.1.10. where applicable, it has in place all the licences and authorisations required from any relevant Regulatory Authority to carry out its activities and businesses and that such licences and authorisations shall remain valid and up-to-date for the Term;</li> <li>5.1.11. the Merchant, and/or its directors has not been subject to the following: <ol style="list-style-type: none"> <li>5.1.11.1. criminal conviction (except minor traffic offences and other petty offences) in the Territory or in any other foreign country;</li> <li>5.1.11.2. tax lien, or any foreign tax lien;</li> <li>5.1.11.3. administrative or enforcement proceedings commenced by any Regulatory Authority or securities exchange, in the Territory, or in any other country; or</li> <li>5.1.11.4. a restraining order, decree, injunction, or judgement in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of the Merchant.</li> </ol> </li> </ol> 5.2. Except as set forth in this clause, Flutterwave makes no express or implied representations or warranties with respect to the Payment Schemes Gateway and related services or their condition, merchantability, fitness for any particular purpose or use by the Merchant or the Merchant’s Customers. 5.3. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, FLUTTERWAVE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. 5.4. Each of the representations, warranties and undertakings set out in this clause 16 above shall be read separately from and without prejudice to and without derogation from the others.:

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
5
]
.
l
i
s
t

6. Indemnity

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
6
]
.
l
i
s
t

7. Limitation of Liability

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
7
]
.
l
i
s
t

8. Term and Termination

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
8
]
.
l
i
s
t

9. Effect of Termination

merchant_service.data[9].list[0] flutterwave.com/pricing
merchant_service.data[9].list[1]
merchant_service.data[9].list[2]
merchant_service.data[9].list[3]:
1. merchant_service.data[9].list[4]
2. merchant_service.data[9].list[4]
merchant_service.data[9].list[6]
merchant_service.data[9].list[7]

10. Confidentiality

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
0
]
.
l
i
s
t

11. Force Majure

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
1
]
.
l
i
s
t
[
0
]

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
1
]
.
l
i
s
t
[
1
]

12. Intellectual Property

merchant_service.data[12].list[0]:
- merchant_service.data[12].list[1]
- merchant_service.data[12].list[2]
merchant_service.data[12].list[3]
merchant_service.data[12].list[4]
1. merchant_service.data[12].list[5]
2. merchant_service.data[12].list[6]
3. merchant_service.data[12].list[7]

13. General Provisions

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
3
]
.
l
i
s
t

merchant_service.data[14].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
4
]
.
l
i
s
t

merchant_service.data[15].title

merchant_service.data[16].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
6
]
.
l
i
s
t

merchant_service.data[17].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
7
]
.
l
i
s
t

merchant_service.data[18].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
8
]
.
l
i
s
t

merchant_service.data[19].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
1
9
]
.
l
i
s
t

merchant_service.data[20].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
2
0
]
.
l
i
s
t

merchant_service.data[21].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
2
1
]
.
l
i
s
t

merchant_service.data[22].title

merchant_service.data[22].description

merchant_service.data[23].title

merchant_service.data[23].description

merchant_service.data[24].title

merchant_service.data[24].description

merchant_service.data[25].title

merchant_service.data[25].description

merchant_service.data[26].title

merchant_service.data[26].description

merchant_service.data[27].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
2
7
]
.
l
i
s
t

merchant_service.data[28].title

merchant_service.data[28].description

merchant_service.data[29].title

merchant_service.data[29].list[0]

FLUTTERWAVE TECHNOLOGY SOLUTIONS LIMITED
Address: Block 84, Plot 8, Providence Street, Lekki Phase 1, Lagos
Email: hi@flutterwavego.com
merchant_service.data[29].list[1]

merchant_service.data[30].title

m
e
r
c
h
a
n
t
_
s
e
r
v
i
c
e
.
d
a
t
a
[
3
0
]
.
l
i
s
t

ACCEPTANCE. By clicking on “I accept” or otherwise accepting this Agreement on the sign-up page, or otherwise accessing or using the Services, the Merchant acknowledges that they have read, understood and agree to be bound by the terms of this Agreement, including the Acquirer Terms and Conditions which are incorporated by reference into this Agreement. If the Services are being used on behalf of a company, partnership or other legal entity, the individual accepting this Agreement represents and warrants that (i) they are an authorised representative of that entity with the authority to bind it to this Agreement; and (ii) the entity accepts and agrees to be bound by this Agreement and the Acquirer Terms and Conditions.