Merchant Service Agreement
Last updated: 13-09-2024

1. Introduction

This Merchant Agreement ("Agreement") is entered into by and between All Good Technologies Limited ("PayTransit") (for itself or financial institution that PayTransit partners with from time to time, and the applicant who has submitted the merchant application (the "Merchant" or "you")).

2. Scope of Services

  1. Merchant is in the business of providing services to its customers and PayTransit, in partnership with Financial Institutions (i) provides virtual card, virtual accounts and bill payment services in order for Merchant; (ii) Financial Institutions conducts Settlement for Merchant transactions processed hereunder; (iii) provides either itself or through third party merchant service providers and/or processors provides processing services and other services described in this Agreement.
  2. Merchant will provide PayTransit any and all data, instructions, and materials ("Merchant Materials") from time to time during the term of this Agreement as is required for PayTransit to perform the Respective Services. Merchant will be solely responsible for creating, managing, reviewing, and otherwise controlling Merchant Materials shall be responsible for complying with any and all Applicable Laws applicable to the use, and the method and manner of disclosure thereof. Merchant agrees that PayTransit may store, disclose, and use the Merchant Materials provided to PayTransit by Merchant under this Agreement to the extent and only in such manner that such storage, disclosure, and use shall be for purposes of performing the obligations of PayTransit under this Agreement or for purposes permitted under federal, state, or local statutes, regulations.

3. Compliance with Applicable Law and Operating Regulations.

Merchant shall comply with Applicable Law and the Operating Regulations, as amended from time to time.

4. Electronic Payments Services

Merchant consents to PayTransit and Financial Institutions collecting and disclosing Transaction Data, Merchant data, and other information about Merchant to Bank and the Payment Networks. Merchant consents to Financial Institutions using such information to perform their responsibilities in connection with this Agreement, promote the Payment Networks, perform analytics and create reports, and for any other lawful business purposes including commercial marketing communication purposes and important transactional or relationship communications from the Payment Networks. If Merchant desires to opt-out of marketing messages, Merchant shall notify PayTransit of its intent to opt-out. Opting out of marketing messages will not preclude Merchant from receiving important transactional or relationship communications from a Financial Institution, and PayTransit.

5. Fees and Payment

  1. The Merchant agrees to pay the Company the fees as specified in Schedule A of this Agreement.
  2. The Company reserves the right to deduct applicable fees from the Merchant’s settlement account.

6. Intellectual Property Rights

  1. Display of Virtual Card Brands. Merchant shall display Visa, Verve and Mastercard and other Payment Network decals, Marks, and advertising and promotional materials in compliance with the Operating Regulations. Merchant shall only display Visa, Verve, Mastercard, approved decals, Marks and advertising and promotional materials for the Card type(s) that Merchant selected on the Application as approved by PayTransit. Merchant is prohibited from using each Payment Network’s Marks other than as expressly authorized in writing by PayTransit. Merchant shall not use the Payment Network Marks other than to display decals, signage, advertising and other forms depicting the Payment Network Marks in the forms that are provided to Merchant by PayTransit.
  2. PayTransit, Financial Institutions, Virtual Accounts and Card Marks. Merchant shall not use the logo, name, trademark, or service mark of PayTransit, its licensors, and/or Processor in any manner, including without limitation, in any advertisements, displays, or press releases, without the prior written consent of PayTransit, its licensors, or Processor, as applicable. Merchant will not contest the ownership of the Payment Networks’ marks for any reason. Payment Network may at any time, immediately and without advance notice, prohibit Merchant from suing such Payment Network’s marks for any reason. Notwithstanding the foregoing, Merchant may use Processor Marks in connection with Optional Services as expressly permitted in the applicable Schedule to this Agreement.
  3. Ownership of Services. All right, title, and interest (including all intellectual property rights embodied therein) in and to the Services will remain the sole and exclusive property of PayTransit or its licensors. Neither this Agreement grants Merchant any right or title of ownership in or to the Services, or any component thereof. Merchant will not, at any time, take or cause any action, which could be inconsistent with or tend to impair the rights of PayTransit, or its affiliates, licensors, or third-party processors, in the Services. Merchant will not remove or alter any proprietary or copyright notices, trademarks, or logos of Justify or its third-party processors. Merchant retains ownership of its data and content that is processed or hosted by the Services, including graphics and text provided by Merchant for inclusion.

7. Term and Termination

  1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party as provided herein.
  2. Either party may terminate this Agreement by providing thirty (30) days written notice to the other party.

8. Confidentiality

Both parties agree to maintain the confidentiality of all information exchanged under this Agreement, including but not limited to business practices, transaction data, and customer information.

9. Limitation of Liability

The Company shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with this Agreement.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of Nigeria.

11. Miscellaneous

  1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written.
  2. Any amendments to this Agreement must be made in writing and signed by both parties.
PayTransit is a product of All Good Technologies Limited (RC 7584451). We Operate as a financial technology company and not a bank. Our range of offerings and services are made available through collaborative ventures with authorized transmitters and banking counterparts within their specific legal domains.
Copyright © 2024. PayTransit