Terms of Service

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you (the "Merchant" or "User") and Payve Technologies Ltd ("Payve", "we", "us", or "our"), a company incorporated in Nigeria with registration number RC 1847392, whose registered office is at 14 Kofo Abayomi Street, Victoria Island, Lagos 101241, Nigeria.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. Your use of the platform constitutes acceptance on behalf of that entity.

We may update these Terms from time to time. We will give you at least 30 days' notice of material changes via email. Continued use of the platform after the effective date of any update constitutes acceptance of the revised Terms.

2. Services

Payve provides a cross-border treasury and payments platform for African businesses, including:

• Payouts: Disbursement of funds to bank accounts and mobile money wallets across African markets.
• Payins (Collections): Virtual account issuance and collection of inbound payments from customers and counterparties.
• FX Conversion: Real-time foreign exchange conversion between supported currency pairs at disclosed rates.
• Wallets: Multi-currency wallet accounts for holding and managing balances.
• API and Developer Tools: REST APIs, SDKs, webhooks, and sandbox environment for building payment integrations.

Services are subject to availability and geographic restrictions based on our regulatory licensing. We do not guarantee uninterrupted availability of all services in all markets at all times. Scheduled maintenance will be communicated in advance via our status page at payve.com/status.

We reserve the right to modify, suspend, or discontinue any service or feature with reasonable notice, except where required by regulatory mandate or force majeure events.

3. Account Registration and KYC/KYB

To use Payve services, you must complete our registration and verification process, including:

• Providing accurate and complete business registration information
• Submitting KYB documents including CAC certificate, directors' IDs, and proof of business address
• Completing identity verification for individual account holders and beneficial owners
• Providing your expected transaction volumes, business description, and source of funds

You must keep all account information current and accurate. Failure to maintain accurate information or to complete verification when requested may result in suspension of your account and funds being withheld pending compliance review.

You are responsible for maintaining the security of your API keys and login credentials. You must not share API keys or login credentials. Any activity occurring under your account credentials is your responsibility. If you suspect unauthorized access, notify us immediately.

You may not create multiple accounts for the same legal entity without our express written consent. We reserve the right to merge or close duplicate accounts.

4. Fees and Billing

Our current fee schedule is available at payve.com/pricing and may be updated from time to time. Key billing terms:

• Transaction fees

  Fees are charged as a percentage of each successful transaction. Failed or reversed transactions are not charged. The applicable rate depends on your plan tier and transaction type (payout, payin, or FX conversion).

• FX spread

  For currency conversion transactions, Payve earns a spread on the interbank exchange rate. The rate and spread are disclosed on the quote confirmation before you execute any conversion. You will never be charged more than the quoted rate.

• Plan fees

  Growth and Enterprise plans carry monthly subscription fees, invoiced in USD at the beginning of each billing period. Fees are non-refundable except as required by applicable law.

• Transaction limits

  Transaction limits apply by plan: Starter accounts are limited to ₦10M equivalent per month. Growth accounts are limited to ₦100M equivalent per month. Enterprise accounts operate under custom limits agreed in writing. We may suspend transactions that exceed your plan limits pending upgrade.

• Taxes

  You are responsible for all applicable taxes on your use of Payve services. Where we are required by law to collect VAT or withholding tax, it will be shown on your invoice.

5. Prohibited Activities

You must not use Payve services for the following activities (this list is not exhaustive):

Payve reserves the right to freeze funds, suspend your account, and report suspicious activity to the relevant financial intelligence units if we reasonably suspect you are engaged in any prohibited activity. We are not liable for any losses arising from such actions taken in good faith.

6. API Terms of Use

Access to the Payve REST API is governed by these additional terms:

• Rate limits apply per API key. Exceeding rate limits may result in temporary throttling. Current limits are documented at localhost:3000/docs.
• You must implement idempotency keys on all write operations to prevent duplicate transactions.
• You must not reverse-engineer, decompile, or create derivative works from the Payve API or any of our SDKs.
• Webhook endpoints you register must be HTTPS and must respond within 30 seconds. We will retry failed deliveries up to 5 times with exponential backoff.
• You must validate HMAC-SHA256 signatures on all incoming webhook payloads.
• Sandbox credentials may not be used in production, and production credentials may not be used in unauthorized environments.

7. Intellectual Property

The Payve platform, API, brand, trademarks, logos, and all associated content are the property of Payve Technologies Ltd or its licensors and are protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Payve platform solely for your internal business purposes in accordance with these Terms. This licence does not include the right to:

• Sublicence, resell, or white-label the Payve platform without a separate written agreement
• Use Payve trademarks, logos, or branding in your own products without prior written consent
• Scrape, crawl, or programmatically harvest data from the platform beyond your own account data

All rights not expressly granted are reserved by Payve. Any feedback or suggestions you provide regarding the platform may be used by us freely without any obligation to you.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

PAYVE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF PAYVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PAYVE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO PAYVE IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) NGN 500,000.

Nothing in these Terms limits Payve's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Nigerian law.

9. Termination

By you: You may close your account at any time by contacting support@payve.com. We will process any outstanding transactions and, subject to applicable holds and compliance reviews, return any available balance to your nominated bank account within 10 business days.

By us: We may suspend or terminate your account immediately if:

• You breach any material term of these Terms
• We are required to do so by law or regulatory direction
• We reasonably suspect fraud, money laundering, or prohibited activities
• You provide false or misleading information during registration or KYB
• Your account has been inactive for 24 consecutive months

On termination, your licence to use the platform ceases immediately. Sections relating to intellectual property, limitation of liability, dispute resolution, and governing law survive termination.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

Nigerian law applies to all aspects of this agreement, including formation, validity, performance, and enforcement, unless overridden by the mandatory laws of your jurisdiction of residence where Payve is licensed to operate.

11. Dispute Resolution

If you have a dispute with Payve, please first contact us at legal@payve.com to seek an informal resolution. We will endeavour to resolve all disputes amicably within 30 days.

If informal resolution fails, disputes arising out of or in connection with these Terms shall be submitted to binding arbitration administered by the Lagos Court of Arbitration (LCA) under its Arbitration Rules. The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English. The arbitral award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the competent courts of Nigeria to prevent irreparable harm pending arbitration.

12. Contact

For legal enquiries and notices, please contact: