Midupay Terms of Service

Last Updated: July 18, 2025

Introduction

These Terms of Service (“Terms”) govern your access to and use of the Midupay payment processing services, including our website, mobile application, and any related features or content (collectively, the “Services”). Midupay (“we,” “us,” or “our”) provides these Services to you (“User” or “you”) subject to your compliance with these Terms.

By accessing or using the Services, you agree to be bound by these Terms and our Privacy Notice (incorporated herein by reference). If you do not agree to these Terms, do not access or use the Services.

We may update these Terms from time to time. Continued use of the Services after changes constitutes your acceptance of the updated Terms. Material changes will be notified via email or in-app alerts.

Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements and that your use complies with all applicable laws, including those in Nigeria (e.g., the Nigeria Data Protection Act 2023 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015).

User Accounts

To use certain features, you must create an account by providing accurate information (e.g., name, email, phone number). You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us immediately of any unauthorized access.

We reserve the right to suspend or terminate your account for violations of these Terms, suspicious activity, or at our discretion.

Description of Services

Midupay provides digital payment processing, wallet management, transaction facilitation, and related financial services. This includes:

– Sending and receiving payments.
– Storing funds in digital wallets.
– Processing transactions.

Services are provided “as is” and may be modified, suspended, or discontinued at any time without notice.

## Payments and Transactions

– **Authorization**: By using the Services, you authorize us to process transactions on your behalf, including debiting/crediting your linked payment methods or wallet.
– **Linked Accounts**: You may link bank accounts, cards, or other payment methods. You warrant that you have the right to use these methods.
– **Transaction Limits**: We may impose limits on transaction amounts, frequency, or types for security or regulatory reasons.
– **Reversals and Refunds**: Transactions are generally non-reversible. Refunds are at our discretion or as required by law (e.g., under Nigeria’s Consumer Protection Council Act). Dispute any errors within 30 days.
– **Currency**: Transactions are in Nigerian Naira (NGN) unless otherwise specified. Currency conversions may incur fees.

We are not responsible for unauthorized transactions if due to your negligence.

## Fees

We may charge fees for certain Services, such as transaction processing or premium features. Fees are detailed in our Fee Schedule (available on our website) and deducted from your wallet or payment method. Fees are non-refundable unless required by law.

We reserve the right to change fees with notice.

## Prohibited Activities

You agree not to:

– Use the Services for illegal purposes, including money laundering, fraud, or terrorism financing.
– Violate any laws, including sanctions or export controls.
– Engage in abusive behavior, such as spamming or harassing others.
– Reverse-engineer, hack, or interfere with the Services.
– Transmit viruses or harmful code.
– Use the Services to process payments for prohibited items (e.g., drugs, weapons, adult content).

We may monitor activities and report suspicious behavior to authorities.

## Intellectual Property

All content, trademarks, and software in the Services are owned by us or our licensors. You are granted a limited, non-exclusive, revocable license to use the Services for personal, non-commercial purposes. Do not copy, modify, or distribute any part without our written consent.

## User Content

Any content you submit (e.g., transaction notes) grants us a perpetual, royalty-free license to use it for providing and improving the Services. You warrant that your content does not infringe third-party rights.

## Disclaimers and Limitations of Liability

The Services are provided “as is” without warranties of any kind, express or implied (e.g., merchantability, fitness for a particular purpose). We do not guarantee uninterrupted, error-free, or secure access.

To the fullest extent permitted by law, we are not liable for indirect, incidental, consequential, or punitive damages arising from the Services, even if advised of the possibility. Our total liability shall not exceed the fees paid by you in the preceding 12 months.

This does not limit liability for gross negligence, willful misconduct, or as required by Nigerian law.

## Indemnification

You agree to indemnify and hold us harmless from any claims, losses, or damages arising from your use of the Services, violation of these Terms, or infringement of third-party rights.

## Termination

We may terminate or suspend your access at any time for violations, with or without notice. Upon termination, your license ends, and you must cease using the Services. Provisions on liability, indemnification, and governing law survive termination.

## Governing Law and Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of laws principles.

Any disputes shall be resolved through good-faith negotiation. If unresolved, disputes will be submitted to arbitration under the rules of the Lagos Court of Arbitration (or similar body) in Lagos, Nigeria. You waive any right to class actions.

For consumer disputes, you may also contact the Consumer Protection Council of Nigeria.

## Force Majeure

We are not liable for delays or failures due to events beyond our control (e.g., natural disasters, wars, pandemics, regulatory changes).

## Miscellaneous

– **Severability**: If any provision is invalid, the remainder remains in effect.
– **No Waiver**: Failure to enforce a right does not waive it.
– **Assignment**: We may assign these Terms; you may not without our consent.
– **Entire Agreement**: These Terms, along with the Privacy Notice and Fee Schedule, constitute the full agreement.

## Contact Us

For questions about these Terms, contact us at support@midupay.com or Midupay Legal Team, [Your Address], Lagos, Nigeria.