Merchant Service Agreement

Version 1.0 · Effective 20 September 2026

This Merchant Service Agreement (the "Agreement") is between Prophius Limited, a company registered in Nigeria with its registered office at 19B Bosun Adekoya Street, Oniru, Victoria Island, Lagos ("Prophius", "we", "us"), and the business named in the Merchant Application Form (the "Merchant", "you"). It takes effect on the date we approve your application. By signing the application form, or by clicking to accept during online sign-up, you agree to it on behalf of the Merchant.

1. Definitions

• Services means the payment acceptance services we provide, including the Paygate payment gateway, PayContactless tap to phone, PayLinks payment links, and POS Pulse terminals, together with the merchant portal, reporting and settlement.
• Transaction means a payment, refund, reversal or adjustment made through the Services.
• Card Scheme means Visa, Mastercard, Verve, UnionPay or any other network whose rules apply to a Transaction.
• Scheme Rules means the operating rules of a Card Scheme and the rules of the Nigeria Inter-Bank Settlement System, as amended.
• Chargeback means a Transaction that the cardholder's bank reverses under the Scheme Rules.
• Settlement Account means the bank account you nominate in the application form to receive funds.
• Fees means the charges set out in your approval letter, or otherwise in the fee schedule we publish on the merchant portal and on our pricing page.
• Business Day means a day other than a Saturday, Sunday or public holiday in Lagos, Nigeria.

2. Onboarding and eligibility

2.1 You must complete the Merchant Application Form truthfully and provide the identity, ownership and business documents we ask for. We verify this information with third parties, including the Bank Verification Number and National Identification Number databases and the Corporate Affairs Commission.

2.2 We may decline an application, or approve it with conditions, at our discretion and without giving reasons where the law prevents us from doing so.

2.3 You must tell us within seven days of any change to your ownership, directors, business activity, trading name, address or Settlement Account. We may repeat verification at any time and may pause the Services until it is complete.

2.4 You confirm that the person accepting this Agreement is authorised to bind the Merchant.

3. The Services

3.1 We will provide the Services you have been approved for with reasonable skill and care and in line with the Scheme Rules and Nigerian law.

3.2 We may change the Services, including adding, altering or withdrawing features, and will give you at least 30 days' notice of changes that materially reduce what you receive, unless a change is required by law or the Scheme Rules or is needed for security.

3.3 An authorisation only confirms that funds were available and the card was not reported lost at the moment of the Transaction. It is not a guarantee that a Transaction will not be reversed.

3.4 We may decline, hold or reverse a Transaction that we reasonably suspect is fraudulent, unlawful, in breach of this Agreement or in breach of the Scheme Rules, and we may report it to the relevant authorities.

4. Your obligations

4.1 You must use the Services only for the business described in your application, only for lawful goods and services, and not for any activity on our prohibited business list, which we publish on the merchant portal and may update.

4.2 You must describe goods and services accurately, honour the prices you advertise, deliver what the customer paid for, and operate a clear refund and returns policy.

4.3 You must not add a surcharge to a Transaction except where the law and the Scheme Rules allow, and you must not set minimum or maximum amounts for card payments except as permitted.

4.4 You must not split a single sale into several Transactions, process Transactions for another business, or use the Services to give yourself or others cash advances.

4.5 You must keep your portal credentials, API keys, terminals and devices secure, not share them, and tell us immediately if any are lost, stolen or compromised. You are responsible for Transactions made with your credentials until you tell us.

4.6 You must handle cardholder data only as the Scheme Rules and PCI DSS allow. You must not store card security codes or full card numbers, and you must use only the integration methods we provide or approve.

4.7 You must keep records of each Transaction, including proof of delivery, for at least 18 months and give them to us within seven days of a request.

4.8 You must comply with all laws that apply to your business, including consumer protection, tax, and anti money laundering laws, and with the Scheme Rules that we make available to you.

5. Terminals and devices

5.1 POS Pulse terminals remain the property of Prophius unless we agree in writing that you have bought them. You must keep them in good condition, use them only at the locations we approve, and return them within seven days of termination or of a request from us. You are liable for the replacement cost of a terminal that is lost, stolen or damaged beyond normal wear.

5.2 PayContactless is provided as an app under the End User Licence in our Terms of Use. You must use it only on genuine, unmodified devices running a supported operating system version and must install updates when we release them.

6. Fees

6.1 You will pay the Fees. Fees are deducted from each Transaction before settlement unless we agree otherwise.

6.2 We may change the Fees by giving you at least 30 days' notice through the portal or by email. If you do not accept the change you may terminate this Agreement before it takes effect.

6.3 Fees are stated exclusive of value added tax and any other tax, which will be added where applicable. You are responsible for any tax on your own sales.

6.4 Fees on a Transaction are not refunded when the Transaction is refunded, reversed or charged back, unless the Scheme Rules require it.

7. Settlement

7.1 Subject to this Agreement, we will pay the value of settled Transactions, less Fees, Chargebacks, refunds, reserves and any other amount you owe us, to your Settlement Account. Card Transactions settle on the next Business Day after the Transaction is cleared to us; account to account Transactions settle as soon as the funds are received. We may agree different timing in writing.

7.2 We may delay or withhold settlement, in whole or in part, where we reasonably believe a Transaction is fraudulent or disputed, where your Chargeback or refund levels are high, where a regulator or Card Scheme requires it, or where we are verifying your account. We will tell you why unless the law prevents us.

7.3 We may require a reserve, being a percentage of settlement or a fixed sum held back to cover Chargebacks, refunds and other liabilities. We will tell you the amount and the reason, review it regularly, and release it when the risk has passed.

7.4 You must check your settlement statements and tell us of any error within 30 days. We may correct errors in settlement, including by deducting overpayments from later settlements.

7.5 We may set off any amount you owe us against any amount we owe you.

8. Refunds, disputes and chargebacks

8.1 Refunds must be made through the Services to the same payment instrument used for the original Transaction, and may not exceed the original amount.

8.2 You are liable for all Chargebacks and for the fees the Card Schemes charge on them, regardless of whether the goods were delivered. We will deduct them from settlement or the reserve, or invoice you.

8.3 When we notify you of a dispute you must give us the evidence we ask for within seven days. If you do not, the Chargeback will stand.

8.4 If your Chargebacks or refunds exceed the thresholds set by the Card Schemes or by us, we may impose additional fees, increase the reserve, restrict the Services or terminate this Agreement.

9. Data protection

9.1 Each party will comply with the Nigeria Data Protection Act 2023 in relation to personal data it processes under this Agreement.

9.2 You are the controller of your customers' personal data. You must give your customers a privacy notice that covers payment processing by Prophius, and you must have a lawful basis for passing their data to us.

9.3 We process Transaction and cardholder data as described in our Privacy Policy, including for our own regulatory, fraud prevention and record keeping purposes.

9.4 Each party will keep personal data received from the other secure, use it only for the purposes of this Agreement, and tell the other without undue delay of any personal data breach affecting that data.

10. Confidentiality

Each party will keep the other's confidential information secret, use it only for this Agreement, and disclose it only to staff, advisers and service providers who need it and are bound by confidentiality, or where the law or a regulator requires disclosure. This clause continues for five years after termination.

11. Intellectual property

Prophius owns the Services, the software, the terminals' firmware, our documentation and our trade marks. You receive only the right to use them under this Agreement. You may describe yourself as accepting payments through Prophius and may use the logos we supply for that purpose, following our brand guidelines. We may list you as a customer unless you tell us not to.

12. Warranties and disclaimers

12.1 Each party warrants that it has the power to enter this Agreement.

12.2 Except as expressly stated, the Services are provided without warranties of any kind. We do not promise that the Services will be uninterrupted or error free, and we are not responsible for the acts of banks, Card Schemes, telecommunications providers or other third parties.

13. Liability

13.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited by law.

13.2 Subject to 13.1, neither party is liable to the other for loss of profit, loss of business, loss of data, or indirect or consequential loss.

13.3 Subject to 13.1, our total liability to you under or in connection with this Agreement in any 12 month period is limited to the Fees you paid us in that period.

13.4 You will indemnify us against losses, claims, fines and costs we suffer because of your breach of this Agreement or the Scheme Rules, Chargebacks on your Transactions, your goods or services, or your breach of law.

14. Compliance, audit and sanctions

14.1 You will cooperate with any audit, inspection or request for information from us, a Card Scheme, the Central Bank of Nigeria or another regulator, and will give reasonable access to your premises and records for that purpose.

14.2 You confirm that neither you nor your owners or directors are subject to sanctions and that you will not use the Services in breach of sanctions or anti money laundering law.

15. Suspension and termination

15.1 Either party may terminate this Agreement for convenience on 30 days' written notice.

15.2 We may suspend the Services or terminate this Agreement immediately if you breach it materially, if we reasonably suspect fraud, money laundering or illegal activity, if a Card Scheme or regulator requires it, if you become insolvent, or if you fail verification.

15.3 On termination you must stop using the Services, return our terminals, and pay what you owe. We may hold a reserve for up to 180 days after termination, or longer if disputes remain open, to cover Chargebacks and refunds, and will then pay the balance to your Settlement Account.

15.4 Clauses that by their nature should survive termination, including 6, 7, 8, 9, 10, 11, 13 and 17, continue to apply.

16. Changes to this Agreement

We may change this Agreement by giving you at least 30 days' notice through the portal or by email, or shorter notice where a change is required by law or the Scheme Rules. Continuing to use the Services after the change takes effect means you accept it. If you do not accept it you may terminate under clause 15.1 before it takes effect.

17. General

17.1 Notices. Notices must be in writing. We will send notices to the email address on your account; you must send notices to legal@prophius.com or to our registered office.

17.2 Assignment. You may not transfer this Agreement without our written consent. We may transfer it to an affiliate or a successor to our business on notice to you.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

17.4 Entire agreement. This Agreement, the Merchant Application Form, your approval letter, the Privacy Policy and the Terms of Use are the whole agreement between us and replace any earlier terms.

17.5 Severance and waiver. If any clause is unenforceable the rest continues. A failure to enforce a right is not a waiver of it.

17.6 Governing law and disputes. This Agreement is governed by the laws of the Federal Republic of Nigeria. The parties will first try to resolve any dispute by discussion between senior representatives within 30 days. A dispute not resolved in that time will be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator, in English. Either party may seek urgent injunctive relief from the courts.