Legal

Acceptance of Terms

By accessing or using TGIPAY Limited (TGIPAY), you agree to comply with the terms and conditions of this Terms of Use.

Role of TGIPAY Limited

TGIPAY Limited is a Payment Solution Service Provider (PSSP) licensed by the Central Bank of Nigeria (CBN). We provide technology to facilitate payment processing and switching.

TGIPAY is not a bank and does not provide banking services such as deposit-taking or lending. We do not control the products or services paid for through our gateway.

Prohibited Activities

You must not use TGIPAY in connection with any product, service, transaction, or activity that:

• Violates any law or government regulation, or promotes or facilitates such conduct by third parties.
• Violates any rule or regulation of Visa, MasterCard, Verve, or any other electronic funds transfer network.
• Is fraudulent, deceptive, unfair, or predatory.
• Causes or threatens reputational damage to TGIPAY or any card network.
• Involves any prohibited business category.
• Results in or creates a significant risk of chargebacks, penalties, damages, liability, or other harm.

Restricted and Unacceptable Business Categories

You may not use TGIPAY in connection with any product, service, transaction, or activity that falls within prohibited categories, including the Nigerian Customs prohibition list or activities involving:

• Banned narcotics, steroids, controlled substances, or products that present consumer safety risks.
• Blood, bodily fluids, or body parts.
• Burglary tools.
• Counterfeit items or stolen property.
• Illegal drugs and drug paraphernalia.
• Fireworks, destructive devices, and explosives.
• Identity documents, government documents, personal financial records, or personal information sold in violation of law.
• Lottery tickets, sweepstakes entries, or slot machines without required licensing.
• Proceeds of criminal activities.
• Offensive material, hate speech, or items promoting hate, violence, racial intolerance, or exploitation of crime.
• Chemicals or recalled items.
• Intellectual property infringement and goods or services that violate copyright, trademark, publicity, privacy, or other proprietary rights.
• Prohibited services, unlicensed financial services, stocks, or other securities.
• Sales of currency without a BDC license or cryptocurrency-related operations.
• Obscene material, pornography, or certain sexually oriented services.
• Certain firearms, firearm parts or accessories, ammunition, weapons, or knives.
• Products or services that are illegal or marketed in a way that creates liability for TGIPAY.
• Production of military or paramilitary wear and accoutrement, including those of the Police, Customs, Immigration, and Prison Services.
• Publication of third-party personal information in violation of applicable law.
• Pyramid schemes, Ponzi schemes, matrix programs, get-rich-quick schemes, or certain multi-level marketing programs.
• Purchases of annuities or lottery contracts, lay-away systems, offshore banking, or transactions to finance or refinance debts funded by a credit card.
• Ammunition and arms.
• Gambling, gaming, sports betting, racing, games of skill, lotteries, sweepstakes, or similar activities unless expressly approved by TGIPAY and lawful in all relevant jurisdictions.

Actions by TGIPAY

If we believe, in our sole discretion, that you have violated these Terms of Use or the Acceptable Use Policy, we may take action with or without notice to mitigate risk and ensure compliance.

• Block the settlement or completion of one or more payments.
• Suspend, restrict, or terminate your access to TGIPAY services.
• Terminate our business relationship with you or any payment service agreement without liability to TGIPAY.
• Take legal action against you.
• Disclose information related to the violation to affected buyers or sellers, banks, card networks, regulators, law enforcement, or other impacted third parties.
• Assess fees, penalties, costs, and expenses, including reasonable attorneys' fees, arising from the violation.

About Us

TGIPAY is a payment solution provider that facilitates online payments through its gateway and helps merchants accept debit and credit card payments online.

We act as an independent contractor in providing our website and services. We do not control or assume liability for the legality of goods or services paid for through TGIPAY, and we do not guarantee any user's identity or that buyers and sellers will complete a transaction.

These Terms of Use are an agreement between you and TGIPAY and describe TGIPAY's obligations, risks, and rules applicable to your use of the website and services.

TGIPAY manages personal information in line with industry best practices. Please also review our Privacy Policy.

Age Restriction

Our website and services are not directed to children under 18, and we do not knowingly provide services to children under 18.

Disputes and Reversal

If you believe an unauthorized or problematic transaction has occurred, you must notify us immediately so we can help prevent financial loss.

All claims against TGIPAY related to payments must be made within 30 days after the date of payment. After that period, you waive such claims to the fullest extent permitted by law.

If you have a dispute with a third party regarding goods or services purchased, TGIPAY is not liable for those goods or services. Our role is limited to acting as a payment gateway.

We may intervene in disputes between users and merchants concerning payments, but we have no obligation to do so. Transaction IDs or transaction details may be required to resolve disputes.

You are independently responsible for complying with all applicable laws and TGIPAY's Acceptable Use Policy.

Disclaimers

We aim to keep TGIPAY available, secure, and free of bugs, but you use the website and services at your own risk.

Our website and services are provided on an 'as is' basis without express, implied, or statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

TGIPAY does not warrant that the website or services will meet your requirements or be uninterrupted, timely, secure, or error-free. Advice or information obtained from TGIPAY does not create any warranty.

Updates, Modifications and Amendments

We may update, modify, or amend these Terms of Use as our technology evolves. Changes may be made at any time by giving notice on this page.

You should check this page regularly. If you object to any changes, you must stop using the website and services immediately.

Eligibility and Account Registration

You agree to provide accurate and complete registration and KYC data, including BVN, NIN, or RC Number where applicable, and to comply with Anti-Money Laundering and Counter-Terrorist Financing laws of Nigeria.

Applicable Law

These Terms of Use are governed by and interpreted under the laws of the Federal Republic of Nigeria.

Legal Disputes

We will make efforts to resolve disputes amicably. Any dispute arising from these Terms of Use that cannot be settled by negotiation within one month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (LMDC) under the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria.

The arbitrator will be appointed jointly by both parties. If the parties cannot agree, the LMDC will determine the appointment. The arbitral award will be binding, each party bears its own costs, and the venue will be Lagos, Nigeria.

Limitation of Liability

To the maximum extent permitted by Nigerian law, TGIPAY is not liable for indirect, incidental, or consequential damages arising from system downtime or technical failures beyond our reasonable control, or delays caused by third-party banks or the Nigeria Inter-Bank Settlement System (NIBSS).

Severability

If any portion of these Terms of Use is held to be invalid or unenforceable, that portion shall be severed without affecting the validity or enforceability of the remaining provisions.

Data Compliance and Security

You agree to comply with PCI DSS requirements and all applicable laws or regulations regarding confidentiality and the access, use, storage, and disclosure of user information.

TGIPAY is responsible for protecting Card Holder Data (CHD) we collect and store. We implement access controls, encryption, firewalls, and periodic security updates to keep CHD secure in line with PCI DSS requirements and reasonable industry standards.

You retain ownership of your customers' data, but you grant TGIPAY a perpetual, irrevocable, sublicensable, assignable, worldwide, royalty-free license to use, reproduce, distribute, and display that data as permitted by law for service delivery, service improvement, internal analytics using anonymized and aggregated data, legal compliance, law-enforcement assistance, and any purpose for which customer consent has been provided.

Software License

TGIPAY grants you a revocable, non-exclusive, non-transferable license to use TGIPAY APIs, developer toolkits, and other software applications in accordance with the relevant documentation.

This license includes updates, upgrades, new versions, and replacement software. If you fail to comply with the documentation or TGIPAY requirements, you are liable for resulting damages suffered by you, TGIPAY, or third parties.

Except as permitted by law, you must not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile, or attempt to derive source code from the software. You must stop using the software immediately when this agreement expires or terminates.

Trademark License

TGIPAY grants you a revocable, non-exclusive, non-transferable license to use TGIPAY trademarks solely in connection with your use of our services.

You must not claim any interest in the trademarks or do anything that may adversely affect their validity, including seeking registration of TGIPAY marks or related trade names. You must stop all display, advertising, and use of the trademarks when this agreement expires or terminates.

Intellectual Property

No intellectual property rights are granted by implication, estoppel, or otherwise except as expressly stated in this agreement. Each party retains ownership of its own products, services, and related intellectual property.

Publicity

You grant TGIPAY permission to use your name and logo in marketing materials, including our website, customer lists, interviews, and press releases. This publicity does not imply endorsement of your products or services.

Confidential Information

During performance of this agreement, either party may disclose confidential and proprietary information relating to services, know-how, technology, techniques, or business and marketing plans.

Confidential information does not include information that was public at disclosure, becomes public without breach, was already known without breach, or is independently developed by the receiving party.

The receiving party must keep confidential information secret, use it only for purposes of the agreement unless otherwise authorized in writing, limit access to employees and agents with a business need to know, ensure compliance by those persons, and use at least reasonable care to protect the information.

Know Your Customer (KYC)

You are solely responsible for verifying the identities of your customers, ensuring that they are authorized to carry out transactions on your platform and at physical retail locations, and determining their eligibility to purchase your goods and services.

You must maintain information and proof of service or product delivery to customers and provide that information to TGIPAY when required to resolve a dispute.

Card Network Rules

Each card network has its own rules, regulations, and guidelines. You must comply with all applicable network rules relevant to merchants, including those of Mastercard, Visa, Verve, and other payment card schemes.

Customer Payments

You may process payments only when authorized by your customer. TGIPAY will only process transactions authorized by the relevant card network or issuer.

We do not guarantee or assume liability for transactions that are later reversed or charged back. You are solely responsible for all reversed or charged-back transactions, regardless of cause or timing. TGIPAY may add or remove payment types or networks at any time and will use reasonable efforts to provide prior notice of removals.

Our Fees and Pricing Schedule

You agree to pay TGIPAY for the services we render through our gateway. Our fees are set out on the Pricing page and form an integral part of this agreement.

We reserve the right to revise our fees and will notify you within five working days of any change.

Payouts

Subject to this agreement, TGIPAY will send settled amounts due to you from your transactions to your designated bank or card settlement account, less fees, reversals, invalidated payments, chargebacks, refunds, and any other amounts you owe to TGIPAY.

If payouts are insufficient to cover amounts due, you agree to pay those amounts by other means or allow set-off against future payouts. At our request, you must transfer disputed sums to the TGIPAY bank account provided.

Transaction history will be available through your TGIPAY Dashboard, but you remain solely responsible for keeping permanent business records. TGIPAY is not responsible for maintaining records in line with your retention obligations.

Payout Schedule

Your payout schedule is reflected on your TGIPAY Dashboard. We may change the schedule, suspend payouts, or initiate a reversal where necessary due to pending disputes, excessive or anticipated chargebacks or refunds, suspicious activity, or legal requirements.

How We Handle Your Funds

You authorize TGIPAY to hold, receive, and disburse funds on your behalf when settlement funds are received from card networks, and to determine payout timing in accordance with this agreement.

You are not entitled to interest or other compensation on settlement funds held pending payout. Such funds may be held in a deposit account at TGIPAY's settlement bank until payout. Your authorization remains effective until your TGIPAY account is closed or terminated.

Security and Fraud Controls

TGIPAY protects payment data, including CHD in our possession, using commercially reasonable administrative, technical, and physical safeguards to protect personal information against unauthorized access, loss, or modification.

Although no system is infallible, we will take reasonable and commercially achievable measures to address any security breach as soon as we become aware of it. You agree to use the procedures, controls, and fraud-reduction measures made available by TGIPAY and other appropriate controls for your business.

If you suspect fraudulent activity by a customer, you must notify TGIPAY immediately and stop delivery of the service. Where we suspect frequent fraudulent transactions on your account, we may cancel our services to you or terminate your account.

Error Resolution

You agree to notify TGIPAY immediately if an error is detected while reconciling transactions processed using TGIPAY. We will investigate and rectify verified errors, including by crediting or debiting your bank account as appropriate.

Failure to notify us within 30 days of the occurrence of an error will be deemed a waiver of your rights to amounts owed to you because of that error.

Chargebacks

A chargeback may occur when a customer disputes a payment with their card issuer, leading to reversal of the transaction.

• Customer disputes.
• Unauthorized or improperly authorized transactions.
• Transactions that do not comply with card network rules, this agreement, or that are allegedly unlawful or suspicious.
• Reversals for any reason by the card network, processor, acquiring bank, or issuing bank.

Chargeback Liability

When a chargeback occurs, you are immediately liable for all claims, expenses, fines, and liabilities incurred by TGIPAY arising from that chargeback. TGIPAY may recover those amounts from payouts, and where that is insufficient, you agree to pay them by other means.

Reserves

TGIPAY may, in its sole discretion, place a reserve on a portion of your payouts where we believe there is a high level of risk associated with your business. We will provide the reserve terms, including the applicable percentage, time period, and any other restrictions we deem necessary.

You remain liable for all obligations related to your transactions even after reserve funds are released. To secure your performance, you grant TGIPAY a legal claim, lien, or security interest over reserve funds for amounts payable by you.

Refunds

You are solely responsible for accepting and processing returns of your products and services. TGIPAY is under no obligation to process returns or respond to your customers' inquiries about returns.

You agree to submit all refunds for goods or services paid for through TGIPAY in accordance with this agreement and relevant card network rules.

Termination

You may terminate this agreement by closing your TGIPAY account.

TGIPAY may suspend your account, your access to services, or available funds, or may terminate this agreement if you fail to comply with the agreement, we are required to do so by law, we are directed by a card network or issuing institution, or suspicious or fraudulent transactions occur.

Restricted Activities and Acceptable Use Policy

You are independently responsible for complying with all applicable laws related to your use of our website and services. By accessing or using TGIPAY, you also agree to comply with our Acceptable Use Policy and all related restrictions.

Privacy Policy

TGIPAY is committed to managing your personal information in line with global industry best practices. Please review our Privacy Policy to understand how we use and protect your information.

Indemnity

You agree to defend, indemnify, and hold TGIPAY, its officers, directors, employees, agents, licensors, and suppliers harmless from and against claims, actions, demands, liabilities, settlements, and reasonable legal and accounting fees resulting from or alleged to result from your violation of this agreement.

Further Updates to Terms

We may update, modify, or amend our Merchant Terms of Service at any time by giving notice on the TGIPAY page. Continued use of the service after changes take effect constitutes acceptance of the updated terms.

Miscellaneous

Electronic agreements, notices, disclosures, and other communications from TGIPAY satisfy legal requirements that such communications be in writing.

You may not assign or subcontract any of your rights or obligations under these Terms of Use. TGIPAY may transfer, assign, or subcontract the benefit of all or part of its rights or obligations under these Terms of Use.