Terms of Use and End User Licence

Version 1.0 · Effective 20 September 2026

These Terms of Use govern your use of www.prophius.com (the "Site"), the Prophius merchant portal (the "Portal") and the PayContactless mobile application (the "App"), all operated by Prophius Limited of 19B Bosun Adekoya Street, Oniru, Victoria Island, Lagos, Nigeria ("Prophius", "we", "us"). Part A applies to everyone who uses the Site or Portal. Part B is the End User Licence Agreement for the App and the Portal software. If you are a merchant, the Merchant Service Agreement also applies and takes priority over these Terms if they conflict.

Part A: Terms of Use

1. Acceptance

By using the Site or Portal you agree to these Terms and to our Privacy Policy and Cookie Policy. If you do not agree, do not use them. If you use them for a business, you confirm you are authorised to bind that business.

2. Accounts

Portal accounts are issued to approved merchants and partners. You must keep your login details confidential, use strong authentication where we offer it, and tell us at once if you suspect unauthorised access. You are responsible for everything done through your account until you tell us.

3. Acceptable use

You must not:

• use the Site or Portal for any unlawful purpose or in breach of the Merchant Service Agreement;
• attempt to gain unauthorised access to any part of our systems, test their security without our written permission, or interfere with their operation;
• copy, scrape or harvest content or data, or use automated tools to access the Site or Portal other than through the APIs we publish;
• upload malicious code, or content that is unlawful, infringing, defamatory or misleading;
• misrepresent your identity or your relationship with Prophius.

4. Content and intellectual property

The Site, Portal, App, documentation, logos and all content are owned by Prophius or its licensors and protected by copyright and trade mark law. You may view and print pages for your own use in dealing with us. Any other use needs our written permission. Brand assets we publish on the Site may be used only under the guidelines that accompany them.

5. Information on the Site

Information on the Site, including pricing, is for general guidance and may change. It is not an offer, and it does not form part of any contract unless the Merchant Service Agreement says it does. We try to keep the Site accurate but do not promise that it is complete or error free.

6. Third-party links and services

The Site links to and embeds services operated by others, such as our job board and analytics providers. We are not responsible for their content or their handling of your data, which is governed by their own terms.

7. Availability

We may change, suspend or withdraw the Site or Portal, or any part of them, at any time, including for maintenance and security. We will try to give notice of planned downtime that affects merchants.

8. Liability

Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, or for anything that cannot be limited by law. Subject to that, we are not liable for indirect or consequential loss, loss of profit or loss of data arising from use of the Site or Portal. Liability to merchants is governed by the Merchant Service Agreement.

9. Changes

We may update these Terms. The version and effective date appear at the top. Continued use after a change takes effect means you accept it.

10. Governing law

These Terms are governed by the laws of the Federal Republic of Nigeria and the courts of Lagos State have jurisdiction, subject to the arbitration clause in the Merchant Service Agreement where that applies.

Part B: End User Licence Agreement

11. Licence

Subject to these Terms and, for merchants, the Merchant Service Agreement, Prophius grants you a limited, non-exclusive, non-transferable, revocable licence to install and use the App on devices you own or control, and to use the Portal software, solely to accept and manage payments for your business.

12. Restrictions

You must not:

• copy, modify, translate or create derivative works of the App or Portal software;
• reverse engineer, decompile or disassemble them, or attempt to extract source code, keys or security mechanisms, except where the law expressly allows;
• sell, rent, lease, sublicense or otherwise make them available to third parties;
• use them on a device that is rooted, jailbroken or otherwise modified, that runs an unsupported operating system version, or on which our security checks fail;
• bypass, disable or interfere with any security, attestation or fraud control in the App;
• use them to process payments for anyone other than the merchant they are registered to.

13. Device security

The App turns a phone into a payment acceptance device, so its security depends on the device. You must keep the device locked with a passcode or biometric, keep the operating system and the App updated, not leave the device unattended while logged in, and tell us immediately if the device is lost or stolen so that we can disable it. The App may collect device integrity signals, as described in the Privacy Policy, and may refuse to run on a device that fails those checks.

14. Updates

We may release updates that add, change or remove features or that are required for security or by the Card Schemes. Some updates are mandatory, and we may disable versions of the App that are out of date. You must install updates when prompted.

15. Data

The App and Portal collect and process data as described in the Privacy Policy, including transaction data, device data and diagnostic data used to keep the service secure and working.

16. Google Play

Where you obtain the App through Google Play, Google's store terms also apply. Google is not a party to this licence and has no obligation to provide support or maintenance for the App.

17. Ownership

The App and Portal software are licensed, not sold. Prophius and its licensors retain all rights in them. Feedback you give us about them may be used without obligation to you.

18. Termination

This licence ends automatically if you breach it, if your merchant account is closed, or if we withdraw the App. On termination you must stop using and delete the App. Sections 12, 13, 15, 17, 19 and 20 survive termination.

19. Disclaimer and liability

The App and Portal software are provided as is. We do not promise that they will be free of errors or interruptions or that they will work on every device. Liability for merchants is governed by the Merchant Service Agreement; for all other users, section 8 applies.

20. Export and sanctions

You must not use the App in breach of any sanctions or export control law that applies to you or to us.

21. Contact

Questions about these Terms or the licence: legal@prophius.com. Support: support@prophius.com.