Compliance

MARASOFTPAY maintains the highest standards of compliance possible in the jurisdictions within which we operate.

Privacy Policy

MarasoftPay is committed to safeguarding the privacy of our site users. This Privacy Policy (“Policy”) is designed to provide you with information on how your personal information will be treated on this site in compliance with the Nigerian Data Protection legal regime. Please note that by using our site and agreeing to this Policy, you consent to our use of cookies in accordance with the terms of the Policy. This Policy applies to all personal data collected and processed by MarasoftPay and is part of our approach to comply with the various data protection laws and regulations in Nigeria. This Policy may be subject to change at any time without notice. Please review it regularly to stay abreast of any changes.

Collection Of Personal Information

We may collect, process, store and use your personal information provided to us during your visit to our site and such personal information may be stored only for the period within which it is reasonably needed. This information may include information about your computer and about your visits to and use of this site (including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and site navigation paths); information that you provide to us when subscribing to or contacting us through our site (including your name, email address etc.); information that you provide when completing a profile on our site (including your name, gender, date of birth); information that you provide to us when using the services on our site, or information that is generated in the course of the use of those services (including the timing, frequency and pattern of service use) and any other personal information that you choose to send to us. Before you disclose the personal information of another person to us, please obtain their consent in respect of the disclosure and the processing of their personal information in accordance with this Policy. By disclosing such information to us, this consent will be deemed to have been sought and obtained.

Use of Your Personal Information

We use personal information made available through the use of our site to identify you and your computer and to enable your use of the services available on our site; to discharge regulatory responsibility; to deal with enquiries and complaints made by or about you relating to our site and to troubleshoot issues; to send you email notifications that you have specifically requested; to measure consumer interest in our products and services; to keep our site secure and prevent fraud and to customize your experience and serve you better. Each time you provide us with personal information we aim to let you know how we intend to use it and ask you to give your consent to such use. We will always provide you with the ability to opt out of the use of your personal information in the manner described in this Policy. MarasoftPay will not supply your personal information to any third party for the purpose of their or any other third party’s direct marketing without your express consent. If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to us at info@marasoftpay.co Please note that it may take some time for us to update our records to ensure your new choices are respected. The services of other companies may be employed to help us in certain areas such as website hosting, marketing and market researching. In some cases, those companies may receive your information. We will always however endeavor to keep control of the use of your information in accordance with this Policy.

Disclosure of Personal Information

Except as provided in this Policy, we will not provide your personal information to third parties. We may disclose your personal information to our affiliates, employees, officers, insurers, professional advisers, agents, suppliers or subcontractors to the extent reasonably necessary for the purposes set out in this Policy. We may also be required to disclose your personal information to any authorized agency for investigation purposes. Where this is the case, we will do so to the extent required by law; in connection with ongoing or prospective legal proceedings; in order to establish, exercise or defend our legal rights. We may also disclose personal information to any person who we reasonably believe may apply to a court or other competent authority for disclosure of that personal information where, in our reasonable opinion, such court or authority would be reasonably likely to order disclosure of that personal information.

Cookies

A cookie is a small file stored on your computer’s hard drive and/or browser so that it can later be read back to allow web applications to respond to you as an individual. Cookies are features included in your browser and will store small amounts of data on your computer about your visit to the site. This data is used only for administration of the site system and in the compilation of statistics used by MarasoftPay. A cookie however does not provide us with any personal information. Therefore, if you have not supplied us with any personal information, you can still browse our site anonymously even where you have accepted our use of cookies.

Links to Other Sites

From time to time, our site may provide links to other sites that may also collect personal information about you. MarasoftPay is not responsible for the privacy practices or the content of those linked websites.

Security Precautions

Our site has stringent security measures in place to protect against the loss, misuse and alteration of the information under our control but to the extent allowed by law, MarasoftPay assumes no liability for any damage you may suffer as a result of interception, alteration or misuse of information transmitted over the Internet. Whenever you change or access your account information, we offer the use of a secure server. Once your information is in our possession we adhere to strict security guidelines, protecting it against unauthorized access. Personal information collected will only be kept for as long as is reasonably necessary in relation to the circumstances for which you are subscribed or registered to use the site or, for as long as you use the service or product that you are subscribed to, unless you have provided us with your consent to use the data for any additional purposes. Whilst we use all reasonable endeavors to protect your security in the manner described above, we consider that it is only appropriate to advise users that data transmission over the Internet and the World Wide Web cannot be guaranteed as 100% secure, and therefore that you use the site at your own risk.

Your Rights

Subject access

You have the right to see the personal data we hold about you.

Inaccurate data

If you believe we hold inaccurate or incomplete data, please let us know and we will correct it.

Withdrawal of consent

You have a right to withdraw consent at any time. However, your right to withdrawal shall not affect the lawfulness of processing when we have obtained your consent.

Objection to our use of your data

We will consider your objection to our use of your personal data. If, on balance, your rights outweigh our interests in using your personal data, then you can ask us to either restrict our use of it or delete it. In almost all cases relating to marketing, we will stop using that data at your request.

Restriction to use your data

There may be circumstances when you can restrict our use of your personal data. This includes (but is not limited to):

Deletion

There are several situations when you can have us delete your personal data. This includes (but is not limited to):

Portability

You have a right to request that any or all your information collected and processed by MarasoftPay be transferred to a third-party application, program or cloud services.

Applicable law

This site is created and controlled in the Federal Republic of Nigeria. As such, the laws of the Federal Republic of Nigeria and the jurisdiction of the Nigerian courts govern this Policy, any disclaimers, copyright and use statements contained on the site and any legal matter resulting from the use or inability to use this site, without giving effect to any principle of conflict of laws. Notwithstanding the foregoing, Marasoftpay may seek recourse in any jurisdiction worldwide in order to restrain the unlawful use of any of the material contained in the site.

Questions?

If you have any questions about this Policy, do not hesitate to contact us through hello@marasoftpay.co

AML (ANTI – MONEY LAUNDERING) STATEMENT

At Marasoftpay, we take our core values seriously, including behaving responsibly and ethically. We are fully committed to complying with all legislation and appropriate guidelines designed to prevent financial crime and combat money laundering activity and the funding of terrorist or criminal activity. Marasoftpay is committed to fulfilling its duties and obligations under the Money Laundering (Prevention and Prohibition) Act, 2022 “MLPPA” and the Terrorism (Prevention and Prohibition) Act 2022 “TPPA”

Our internal policies, procedures, and staff training programs ensure full compliance. The company conducts client due diligence at the beginning of the business relationship and this risk assessment is thereafter monitored on an ongoing basis for all transactions. We also have procedures to ensure that any suspicions that a money laundering offense has been or is being committed are reported to the appropriate authorities.

Our internal policies, procedures, and staff training programs ensure full compliance. The company conducts client due diligence at the beginning of the business relationship and this risk assessment is thereafter monitored on an ongoing basis for all transactions. We also have procedures to ensure that any suspicions that a money laundering offense has been or is being committed are reported to the appropriate authorities.

To collect and store personal information on the “need to collect” basis: Marasoft Pay collects personal information to perform its services for you. We work to have measures in place to prevent collecting and storing Personal Information beyond what we need.

MarasoftPay Merchant Service E-Agreement

Introduction

PLEASE READ THE FOLLOWING AGREEMENT, ALONG WITH ITS TERMS AND CONDITIONS, THE MARASOFTPAY TERMS OF USE AND PRIVACY POLICY CAREFULLY BEFORE ACCESSING OR USING THE MARASOFTPAY SERVICES. NOTE THAT THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (THE MERCHANT) AND MARASOFTPAY (THE SERVICE PROVIDER).

YOU MAY NOT ACCESS OR USE ANY MARASOFTPAY SERVICES UNLESS YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS AS CONTAINED IN THIS AGREEMENT.

Please read the contents of this document carefully and print the copy sent to your email and/or retain this information electronically for your records

This Merchant Service Agreement (“Agreement”) is a legal agreement between MARASOFT DIGITAL TECHNOLOGIES LIMITED (MARASOFTPAY) (together with its subsidiaries, affiliates, successors and assigns) And You (hereinafter referred to as the Merchant), as a user in order for You to receive certain payment gateway services and other services offered by MarasoftPay and or its subsidiaries and affiliates.

MarasoftPay and Merchant are herein referred to collectively as “Parties” and individually as "Party", whereas:

Agreement Introduction:

A. MARASOFTPAY is an integrated payment and transaction processing company that provides technology integration, advisory products and services, and transaction processing and payment infrastructure to individuals, government and corporate organizations across various sectors.

B. MarasoftPay is in collaboration with an acquiring Bank to provide a Payment service gateway to Merchants.

C. The Merchant is desirous to partner with MarasoftPay to use its Payment Gateway to process payment from its customers.

D. The Parties have agreed to work together in the development and production of certain technical, payment and financing products and have entered into this Agreement for the purpose of documenting their common intention.



Now It Is Hereby Agreed As follows:

1. Definitions

In this Agreement, the following definitions apply:

"3D-Secure" means the backup two (2) levels of security which must include delivery of a dynamic code in a card transaction.

"Aquiring Bank" means the financial institution/bank institution that processes credit or debit card payments on behalf of a merchant.

"Affiliate" means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company;

"Agreement" means this Merchant Service Agreement and any supplements, appendices, amendments, modifications, extensions and revisions therein;

"API" means Application Program Interface belonging to MarasoftPay for the purpose of providing the Services

“Applicable Law(s)” includes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies and directives of any competent regulatory entity, including without limitation CBN and NIBSS requirements with respect to payments, data protection, data privacy and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law, that is applicable to the deployment or operation of the core IT Banking Solution as well as any Services to be provided with respect to this Agreement, and any court decision having the force of law in Nigeria;

"Business Day" means any day other than Saturday, Sunday, or any other day on which banking institutions in the Territory are authorized by law or executive action to close;

"Card" means a prepaid virtual and/or physical card issued by Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme, offered by MarasoftPay to its Merchants on the MarasoftPay Platform

"Cardholder" means any authorized user of a card who uses the card to carry out a card transaction on the Payment Gateway

“Confidential Information” means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority;

"Customers" means patrons of the Merchant in relation to a payment transaction processed using the Services;

"Chargebacks" means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution.

The reasons for the Chargebacks include (but are not limited to):



"Disclosing Party" means any one of the Parties under this Agreement who discloses Confidential Information to the other Party to this Agreement;

"MarasoftPay Terms and Condition" means collectively the terms and conditions set forth in this Agreement, as may be amended from time to time, including all exhibits, schedules and addendum thereto and the terms and conditions of the Payment Gateway on www.marasoftpay.com

"Fines" means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes or other financial institution require either the Merchant or MarasoftPay to pay or which are otherwise directly or indirectly recovered from MarasoftPay at any time and which relate to any aspect of this Agreement (including the provision of the Services hereunder).

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Issuing Bank" means a financial institution that issues cards under the authority of the relevant Payment Scheme;

"Merchant" means an end user customer that uses MarasoftPay Services in the conduct of its business of selling goods or providing services to the Public;

"Pathway Gateway" means the infrastructure and e-commerce service of MarasoftPay that authorizes payments for merchants;

"Payment Scheme" means Visa, MasterCard, American Express, Discover® Global Network and any Affiliates thereof or any other card payment network (including any local schemes thereof) and/or such other schemes governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods, as approved and notified by MarasoftPay to the Merchant in writing or on the MarasoftPay websites from time to time;

“Payment Scheme Rules” means individually and collectively, any and all applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended and restated from time to time;

“PCI-DSS” means the Payment Card Industry Data Security Standards;

“Receiving Party” means any person receiving Confidential Information from a Party under this Agreement;

"Refund" means a return of an amount to a customer or the reversal of any other payment pursuant to a request or instruction from the Merchant to MarasoftPay;

“Regulatory Authority” means any regulator or other public body having supervisory or regulatory authority over MarasoftPay or the Merchant;

"Services" means usage of the MarasoftPay APIs by the Merchant for its payment services.

"Territory" means the Federal Republic of Nigeria.

"User Acceptance Test" (UAT) means the last phase of testing of the Payment Gateway integration to ensure functionality according to specification.

In this Agreement, a reference to:

2. Non – exclusivity

MarasoftPay hereby grants the Merchant the non-exclusive right to channel its customers through the Payment Gateway.

3. Data Security

Each Party is responsible for ensuring data security on their platform/website and for all data and Confidential information acquired pursuant to this Agreement. Each Party shall be and remain compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable to that Party and prior to such Party accessing any payment cardholder data or credit card information, as such requirements may be amended from time to time.

4. Term

This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue for a period of twelve (12) months (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement.

Upon expiry of the initial term, this Agreement shall automatically renew for successive one (1) year periods until terminated in accordance with this Agreement.

5. MarasoftPay's Obligations

  1. MarasoftPay hereby agrees to:
    1. Work with an Acquiring Bank to ensure that settlements of all monies collected by the Merchant is handled in a timely manner in accordance with Applicable Law and Payment Scheme Rules;
    2. Grant to the Merchant and the Merchant hereby accepts from MarasoftPay limited, non-exclusive, non-transferable license and right to the MarasoftPay API and accompanying integration technical specification in respect of this Agreement subject to the Merchant’s acceptance of the MarasoftPay Terms and Conditions;
    3. Work with the Merchant to provide the requisite integration technical specification and APIs in respect of the Payment Gateway subject to the Merchant’s acceptance of MarasoftPay Terms and Conditions;
    4. Work with the Merchant to provide fraud protection and compliance support to the Merchant subject to the Merchant’s acceptance of the MarasoftPay Terms and Conditions;
    5. Set up the Merchant on MarasoftPay Payment Gateway;
    6. Develop and provide card & token processing APIs for all MarasoftPay Payment Scheme and tokens in the market of scope;
    7. Provide technology support to the Merchant on a discretionary basis;
    8. Provide post-implementation support to the Merchant and its customers;
    9. To maintain an open communication channel with the Merchant to discuss future joint product designs for future initiatives that both Parties can benefit from, and to discuss joint press announcements;
    10. Handle settlement of all monies collected by Merchants to Merchant’s bank account in Merchant’s preferred bank;
    11. Advise Merchant by email on the start date, upon successful completion of the pre-go live UAT, to carry out a controlled end to end test in the live environment with selected internal users only within Merchant’s organization for a period of one or two weeks in order to certify that the entire project implementation is successful and satisfactory with sign off by Merchant;
    12. Provide adequate technical support for the test duration where applicable during the implementation of the task stated in clause 5.11 above.

6. The Merchant’s Obligations

6.1. The Merchant hereby agrees:

  1. to offer the MarasoftPay infrastructure as a method to route supported cards, payment methods & tokens originated transactions through the provided APIs in supported countries as mutually agreed upon;
  2. to work with MarasoftPay to implement the 3D-Secure on its site to certify Customer transactions;
  3. to respond to all fraud enquiries not later than one (1) Business Day of receipt of such enquiry;
  4. to respond to all Chargebacks enquiries with sufficient proof and evidence of value/service delivery within one (1) Business Day of receipt of such enquiry;
  5. that for any undisputed Chargebacks, the Merchant will be liable and would have to provide an equivalent sum for Chargebacks;
  6. that for all disputed Chargebacks for which 3D-Secure was used, the Chargebacks shall be subject to arbitration with the Payment Scheme;
  7. to promptly notify MarasoftPay of any security breach, misuse, irregularity, suspected fraudulent transaction or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of Merchant’s site and the corrective action the Merchant has taken;
  8. to authorize MarasoftPay to debit the nominated bank settlement account for the full value plus other lawful charges in respect of all lawful transactions where the Cardholder is adjudged by the Payment Scheme to be entitled to a refund;
  9. to ensure adequate fraud protection and compliance with regulatory and Payment Scheme rules and requirements;
  10. to notify MarasoftPay of any change in the Merchant’s registered office address, Merchant’s activities and/or line of business prior to such change;
  11. to provide a full scope of future plans and use cases of the provided MarasoftPay APIs;
  12. to maintain an open communication with MarasoftPay to discuss potential future joint product designs for future initiatives that both parties can benefit from, and to discuss joint press announcements;
  13. to put in place appropriate security measures to monitor, control and prevent fraud on the Merchant website;
  14. to be fully responsible for its employees’ actions while in the Merchant’s employ;
  15. to ensure that at all times, the following information is displayed on its website:
  16. to promote the Payment Gateway services to its customers;
  17. to utilize the integration specification document and APIs in respect of the Payment Gateway provided by MarasoftPay in the prescribed manner;
  18. fully comply with all applicable payment scheme rules and government regulations in relations to the transaction entered herein.
  19. ensure that the provided APIs will be used across all of its applicable digital Merchant assets in the prescribed manner;
  20. to carry out an end-to-end UAT in the live environment with selected internal users only within the Merchant’s organization and not the general public to certify:
  21. to close the project, following successful implementation of the UAT, by signing off a project Go-Live document provided by MarasoftPay, for this purpose, before exposing Merchant’s project (service) to the general public;
  22. to provide immediate notice of (i) any unauthorized third-party use of the Services or any third party that may have access to cardholder data; and/or (ii) any event which might lead to such unauthorized use;
  23. to immediately notify MarasoftPay of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause loss or damage to MarasoftPay (including but not limited to any material change in the nature or extent of the Merchant's business).
  24. The Merchant shall comply with any additional security, authentication, risk control or other requirements imposed by MarasoftPay or a Payment Scheme, including but not limited to where that Merchant is, in the opinion of MarasoftPay and / or the Payment Scheme, engaged in high-risk activities.
  25. to comply with Applicable law and any relevant Payment Scheme Rules to which the Merchant is subject. The Merchant shall not act in contravention of or cause MarasoftPay to act in contravention of any Payment Scheme Rules to which MarasoftPay is subject.
  26. Maintain a 10% rolling reserve from daily settlement due to the Merchant for a period of 180 days as provided in Clause 13 below.

6.2. In order to ensure continued compliance with the requirements of the CBN, the Merchant understands and accepts that MarasoftPay provides its Services subject to the written approvals, directives, notices or authorizations as may be issued by the CBN from time to time and the Payment Scheme Rules. The Merchant further accepts that MarasoftPay may make any such changes to the Services or this Agreement as are strictly necessary to ensure compliance with the CBN and the Payment Scheme Rules and the continuous provision of the Services to the Merchant.



6.3. The Merchant acknowledges that the Cards created on the MarasoftPay Platform are the property of MarasoftPay, and will be subject to cancellation at any time by MarasoftPay or the Issuing Bank, as required by Applicable Law, or, on a case-by-case basis, where MarasoftPay and/or the Issuing Bank believes that the Card is being used for fraudulent or illegal purposes provided that MarasoftPay shall immediately notify the Merchant of such cancellation.



6.4. The Merchant agrees that it will be responsible for and liable to MarasoftPay and the Issuing Bank for all reasonable expenses associated with and any losses from over limit processing or reasonable expenses incurred by MarasoftPay or Issuing Bank in seeking fraud or unauthorized transaction recovery under Applicable Law that was a result of the Merchant’s action or inaction including actions of the Merchant’s employees.

7. Chargebacks and Refunds

  1. If applicable, the Merchant acknowledges and agrees that in certain circumstances the Issuing Bank, Payment Scheme or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks on MarasoftPay.
  2. The Merchant agrees that it may be required to reimburse MarasoftPay for Chargebacks where the Merchant has accepted settlement in respect of the relevant transaction. Where applicable, the Merchant must respond to Cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules.
  3. The Merchant agrees that MarasoftPay shall have the right to send non-settled transactions received from the Merchant Customers to the Issuing Bank/authorities concerned for the purpose of checking, and in case of objection and/or opposition on the executed transactions by the Issuing Bank or the authorities concerned for any reason, MarasoftPay shall not be bound to pay the Merchant the transaction amount during the period contained in this agreement.
  4. All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction.
  5. Where Chargebacks occur, MarasoftPay shall immediately be entitled to debit the Merchant’s position or make a reversal from the Merchant’s bank account.
  6. A Chargeback represents an immediate liability from the Merchant to MarasoftPay, and where the full amount of any Chargebacks and/or any Chargeback Costs is not debited by MarasoftPay from the Merchant bank account or deducted from any remittance or invoiced as referred to in the previous clause, then MarasoftPay shall be entitled to otherwise recover from the Merchant by any means, the full amount of such Chargeback or Chargeback Costs (or the balance thereof, as the case may be).
  7. MarasoftPay shall not be obliged to investigate the validity of any Chargeback by any Issuing Bank, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargebacks.
  8. As Chargebacks may arise a considerable period after the date of the relevant transaction, MarasoftPay shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks, even after the termination of the contractual relationship between the Merchant and MarasoftPay.
  9. MarasoftPay may immediately terminate this Agreement and the Services provided hereunder if MarasoftPay in its sole opinion considers that the total value of Refunds and/or Chargebacks is unreasonable.
  10. The Merchant agrees and confirms that it shall remain solely liable after the termination of the Agreement for all Chargebacks, Refunds, penalties, loss, damages, or costs incurred by MarasoftPay, Acquiring Bank, and/or Customers and for all claims and proceedings arising against MarasoftPay with respect to the Agreement.

8. Set Off

  1. MarasoftPay may, without notice, set off any debts or liabilities due from the Merchant to MarasoftPay under this Agreement against any debts or liabilities owed by MarasoftPay to the Merchant, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, MarasoftPay may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
  2. MarasoftPay is entitled to defer any settlement or any other sum due to the Merchant to the extent that MarasoftPay considers necessary or appropriate to protect their ability to recover the Fees and/or the sums or any other liability (actual or anticipated) of the Merchant in connection with this Agreement.
  3. If MarasoftPay has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, MarasoftPay may suspend the processing of that transaction and any connected transaction or withhold settlement until the satisfactory completion of any investigation. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving Payment.
  4. The exercise by MarasoftPay of any of its rights under this clause shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which MarasoftPay is otherwise entitled (by operation of law, contract, or otherwise).

9. Fees & Revenue Share

  1. MarasoftPay is entitled to recover and withhold:

    1. any Refunds; and
    2. any Chargebacks and any Fines Visa, MasterCard, American Express, Discover® Global Network and any Affiliates thereof or any other card payment network.
  2. The Merchant may markup fees to its customers without recourse to MarasoftPay.

  3. The Merchant hereby gives MarasoftPay full permission and authorization to receive all settlements and collections on its behalf, from the Acquiring Bank, and to liaise with the Acquiring Bank, in order to make all due settlements to it, and on its behalf, through the MarasoftPay platform.

10. Warranties

  1. The Merchant warrants that it has never had an agreement with a payment scheme provider which was terminated upon request and/or demand by the payment scheme provider or any regulatory authority.
  2. The Merchant warrants that it shall not submit any transaction that the Merchant knows is illegal, fraudulent or restricted for authorization, or not authorized by the cardholder.
  3. The Merchant warrants it will conduct appropriate due diligence on all Customers.
  4. The Merchant warrants that it shall fully cooperate where any forensic investigation is being conducted on the Merchant until such time the investigation is completed.
  5. The Merchant warrants it will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law and Payment Scheme Rules. In particular, the Merchant will not use the Services in a manner that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations.
  6. The Merchant warrants that the Merchant has not been subject to the following:
    1. Criminal conviction (except minor traffic offenses and other petty offenses) in Nigeria or in any other foreign country;
    2. Federal or state tax lien, or any foreign tax lien;
    3. Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any Regulatory Authority, in Nigeria, or in any other country; or
    4. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of the Merchant.
  7. The Parties warrants that they are duly registered and licensed (where applicable), and have the full capacity, regulatory approvals and corporate authorization to enter into this Agreement and discharge the obligations and responsibilities created herein.
  8. The Parties further warrant that no element of this transaction constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property in its country or countries of domicile and operation.
  9. The Parties warrant that in the case of any third-party software used in respect of this Agreement, that they have the required license and the right to grant a sub-license to use such third-party software.
  10. Each Party warrants to the other that this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms and obligations therein and no provision of this Agreement is in conflict with any of the Party’s obligations under its constitutional documents, Applicable Law or any other document, charter or agreement to which the Party is subject.
  11. The Parties shall keep each other indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
  12. MarasoftPay neither warrants that the use of the Payment Gateway or the operation thereof will be uninterrupted nor error-free, however, MarasoftPay warrants that it shall use its best endeavors to ensure that the Payment Gateway functions optimally at all times and within generally accepted industry standards during the term of this Agreement.
  13. Except as set forth in this clause 10, MarasoftPay makes no express or implied representations or warranties with respect to the Payment Gateway and related services or their condition, merchantability, fitness for any particular purpose or use by the Merchant or the Merchant’s customers.
  14. Disclaimer: EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

11. Indemnity

Either Party shall indemnify and hold the other Party, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur:

  1. With respect to any negligent act or omission by, or willful misconduct of, the Party’s employees or agents to the extent however that such negligent act can be situated in the normal course of employment or appointment;
  2. The violation of any applicable law, statute or regulation by the Parties or their personnel;
  3. In connection with any third-party claims, actions, demands and/or losses to the extent that such losses result from any breach of this Agreement by such indemnifying Party.

The Merchant shall indemnify and hold MarasoftPay harmless from and against any damage, loss or liability that MarasoftPay may incur as a result of:

  1. Merchant willfully or carelessly exposing the process/product/service to the general public during the process of carrying out tests in the controlled Live environment as stated in clauses 6.1.18 and 6.1.19 above.
  2. Negligent or willful misconduct of the Merchant and/or its employees, Affiliates, employees and agents.
  3. Any modification or amendment of the prescribed terms of use communicated by MarasoftPay, that MarasoftPay did not specifically approve in writing.
  4. Any warranty, condition, representation, indemnity or guarantee granted by the Merchant with respect to the Payment Gateway with respect to the limited warranties specified in clause 10;
  5. Any omission or inaccuracy in the Merchant’s advertisements or promotional materials that relate to the Payment Gateway,
  6. Any modification of or addition to the Payment Gateway not provided or approved by MarasoftPay or;
  7. The Merchant’s failure to comply with the terms and conditions of this Agreement or any part thereof.

This section will not be construed to limit or exclude any other claims or remedies to which MarasoftPay may be entitled hereunder or in law or equity.

12. Fraudulent Transactions

Fraudulent transactions shall include but not be limited to:

  1. Any purchase of goods and services and/or transaction arising from the use of a card by a person other than the authorized cardholder.
  2. Use of a card that is not authorized in terms of the rules governing the issuance and use of cards.

In the event that fraudulent transactions account for more than 0.10% of the Merchant’s sales turnover in any one (1) month, MarasoftPay may, in addition to any other remedy available to it, be entitled to unilaterally terminate this Agreement forthwith and/or request the Merchant to delist the affected customer from the use of the platform and terminate the Merchant Agreement with the affected Customer.

Merchant agrees that it will always be responsible for the actions of;

  1. The Merchant’s customers; and
  2. The Merchant’s employees
  3. including fraudulent acts or omission not traceable to the contributory negligence of MarasoftPay.

13. Rolling Reserve

  1. Where applicable, MarasoftPay shall maintain a 180-day rolling reserve of funds to be settled to the Merchant upon accumulation of the Risk Deposit Amount.
  2. The rolling reserve shall be 10% of all the transactions from the Merchant’s Customers during the calendar month.
  3. MarasoftPay shall be entitled to use the 180-day rolling reserve to cover any Card Chargebacks or Refunds or any fees/fines imposed on the MarasoftPay due to the breach of the Agreement by the Merchant.
  4. The 10% rolling reserve shall be released on day 181 to the Merchant’s bank account.
  5. In the event that the Chargebacks and the Refunds are higher than the 10% rolling reserve. MarasoftPay is entitled to set-off the amounts from the Merchant transaction until the sum of fine/fee is covered as stated in Clause 12 above.
  6. MarasoftPay may require that any security provided be supplemented or replaced or any time.
  7. MarasoftPay may require that any security provided be supplemented or replaced at any time.
  8. At the time of Termination, MarasoftPay may retain any such amount from the security (if any) and settlement payable to the Merchant as may be determined by MarasoftPay to cover Chargeback, risk, Refund risk or any potential loss, damages, penalties, cost that may be incurred by MarasoftPay for a period of one hundred and eighty (180) Business days. In the event that such retained amount is not sufficient to cover all outstanding amounts of the Merchant post termination, the Merchant shall ensure that it pays MarasoftPay all pending amounts within ten (10) Business Days of receiving the demand notice and shall at all times keep MarasoftPay indemnified in this respect.

14. Security/Deposit

  1. Where applicable, MarasoftPay reserves the right to require that the Merchant provides or procures the provision of security in such form as to be agreed by the Parties to secure the performance of the Merchant's actual, contingent or potential obligations under this Agreement or otherwise in connection with the Services. Such security may take the form of a deposit, a rolling reserve, a guarantee, or indemnity. MarasoftPay reserves the right to unilaterally call for an increase in the level of security held.
  2. MarasoftPay may require that any security provided be supplemented or replaced at any time.
  3. At the time of termination, MarasoftPay may retain such an amount from the security (if any) and settlement payable to the Merchant as may be determined by MarasoftPay to cover Chargeback risk, Refund risk, or any potential loss, damages, penalties, cost that may be incurred by MarasoftPay for a period of one hundred and eighty days (180) Business Days. In the event that such a retained amount is not sufficient to cover all outstanding amounts of the Merchant post-termination, the Merchant shall ensure that it pays MarasoftPay all pending amounts within ten (10) Business Days of receiving the demand notice and shall at all times keep MarasoftPay indemnified in this respect.

15. Limitation of Liability

  1. In no event shall MarasoftPay be liable to the Merchant in excess of any amount that has accrued to MarasoftPay from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises.
  2. No liability shall be raised against MarasoftPay more than two (2) years after the accrual of the cause of such liability, therefore. It is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries, and Affiliates of MarasoftPay.
  3. MarasoftPay will not be liable for the actions or inactions of any third party not acting on the instructions of MarasoftPay; neither will MarasoftPay be liable for the actions or inactions not directly traceable to it.

16. Termination

  1. Either Party may terminate this Agreement forthwith by giving notice in writing to the other Party if:
    1. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
    2. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  2. This Agreement may also be terminated forthwith by any of the Parties on giving written notice to the other, if the other Party is in material breach of the terms of this Agreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within ten (10) Business Days of receiving a written notice requiring it to do so.
  3. MarasoftPay may terminate this Agreement and delist the Merchant where the Merchant is identified as a source of fraudulent activity or causes damage to MarasoftPay’s brand or the Acquiring Bank and Payment Schemes or upon instruction from the Acquiring Bank and Payment Schemes whether financial or otherwise.
  4. Either Party may terminate this Agreement at any time on giving one (1) month’s written notice to the other Party.
  5. On Termination, the Parties shall be discharged from any liability for further performance of its obligations under this Agreement and shall entitle either Party to be paid the accrued sum for any successful transaction prior to such termination.
  6. Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of any of the Parties nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
  7. Upon termination of this Agreement, the Merchant’s right to use the Payment Gateway shall automatically be revoked, and MarasoftPay shall retain the merchant records for a period of five (5) years after such termination.

17. Confidentiality

  1. In order to implement this Agreement, Both Parties may receive and have access to certain information belonging to the other Party which the other Party may designate as Confidential Information, provided, the Parties recognize that they will not have access to, or share, non-public personal information regarding consumers under this Agreement. Both Parties agree that all Confidential Information is and shall remain the property of the Party providing the information and the Party receiving or gaining access to the information shall use all reasonable and prudent means to safeguard such Confidential Information, including all means required by law. Furthermore, neither Party shall copy, publish, disclose to others, or use such Confidential Information for any purpose other than the fulfilment of its obligations under this Agreement or where required by law.
  2. Each of the Parties on behalf of itself and its employees, officers, directors, Affiliates, and agents, hereby agrees that Confidential Information made available to it will not be disclosed or made available to any third party, agent or employee for any reason whatsoever, other than with respect to:
    1. its employees on a “need to know” basis,
    2. Affiliates on a “need to know” basis, provided that they are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this Section 17; and
    3. as required by Applicable Law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement, provided that prior to any disclosure of any party’s Confidential Information as required by law, the party subject to the requirement shall
      1. notify the other parties of all, if any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated and
      2. cooperate with the other parties’ reasonable, lawful efforts to resist, limit, or delay disclosure.
  3. Upon termination of this Agreement, or at any time upon the request of the other party, each party shall return all Confidential Information in the possession of such Party or in the possession of a third party (over which such party has or may exercise control).
  4. In the event of any breach of the obligations under this Section 17, each Party acknowledges that the other Party may have no adequate remedy at law, in addition to such other remedies as may be available to the other Party, the other Party may obtain injunctive relief.
  5. This Section shall survive any termination or expiration of this Agreement.

18. Force Majeure

  1. If any of the Parties hereto is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to an Act of God, Natural Disaster, or Civil Disorder) the Party unable to fulfil its obligations shall immediately give notice in writing of this to the other Party and shall do everything in its power, including but not limited to accepting assistance from third parties or the other Party, to resume full performance.
  2. If the period of incapacity exceeds two (2) months, then this Agreement shall automatically terminate unless Parties expressly agree otherwise in writing.

19. Relationship Between Parties

  1. The relationship between the Parties hereto shall be one of collaboration for the single purpose of the business relationship herein created.
  2. This Agreement shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other.
  3. This Agreement is not intended to confer on any person other than MarasoftPay and the Merchant, any express or implied benefit or burden.

20. Intellectual Property

  1. Nothing set forth in this Agreement shall constitute a transfer or assignment by one Party to another Party of any Intellectual Property Rights owned or otherwise controlled by such Party, and each Party hereby retains all of its rights, title and interest in such Intellectual Property Rights.
  2. All Intellectual Property Rights in or related to the Payment gateway are and will remain the exclusive property of MarasoftPay, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Payment gateway is used or licensed. The Merchant shall not take any action that jeopardizes MarasoftPay's proprietary rights or acquire any right in the Payment gateway, or the Confidential Information, as defined herein. Unless otherwise agreed on a case-by-case basis, MarasoftPay will own all rights in any copy, translation, modification, adaptation or derivation of the Payment gateway or other items of Confidential Information, including any improvement or development thereof.

21. No Assignment

  1. The rights, benefits, or obligations under this Agreement may not be assigned or otherwise transferred in whole or in part without the prior written consent of all the Parties but shall be binding upon and inure to the benefit of each of the Parties and, where so permitted, their assigns or other transferees.
  2. MarasoftPay may sub-contract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates; however, the Merchant shall remain responsible for the performance of its duties under this Agreement.

22. Modifications

This Agreement may not be modified except by an instrument in writing signed by duly authorized representatives of each of the Parties.

23. Waiver

The respective rights of the Parties (whether arising under this Agreement or under the applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such right shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of either Party shall preclude them from exercising any such right or constitute a suspension or variation of such right.

24. Severance

In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

25. Further Assurances

At all times after the date hereof the Parties shall at their own expense execute all such documents and do such acts and things as may be reasonably required for the purpose of giving full effect to this Agreement.

26. Whole Agreement

Save for MarasoftPay Terms and Conditions and Payment Scheme Rules of this Agreement, this Agreement contains the whole agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Agreement upon the basis of any representation that are not expressly incorporated herein and the MarasoftPay Terms and Conditions.

27. Disputes and Dispute Resolution

  1. MarasoftPay shall not be involved in any disputes that may arise between the Merchant and any of its Customers, unless such dispute specifically relates to transaction settlement.
  2. In the event of a dispute between Parties with respect to any issue arising out of or relating to this Agreement in any manner, including but not limited to the breach thereof, resolution of which cannot be resolved amicably by the Parties through negotiation within thirty (30) days shall be resolved by arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.
  3. The Parties shall be entitled to require the appointment of an arbitrator by the Chairperson of Chartered Institute of Arbitrators (UK), Nigeria Branch, where the Parties fail to reach an amicable decision of the arbitrator.
  4. The arbitration shall be held in Lagos, Nigeria and conducted in English language.
  5. The decision of the arbitrator shall be final and binding on the Parties and Parties agree to be bound by it. Such decision shall be rendered within thirty (30) days of the closing of the hearing record.
  6. The cost of arbitration shall be borne equally by the Parties.
  7. The Arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgment. No award of punitive damages by the arbitrator may be enforced.

28. Further Assurances

This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.

Notices

Any notice required or permitted by this Agreement to be given to either Party by the other shall be given by:

MARASOFT DIGITAL TECHNOLOGIES LIMITED
ADDRESS: No 9 Bode Thomas Street, Surulere, Lagos State
Email: hello@marasoftpay.co
Attention: Managing Director

30. Anti-Corruption

  1. Each Party hereby undertakes that, at the date of this Agreement, itself, its directors, officers, employees or Affiliates have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with this Agreement and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.
  2. Each Party shall comply with all applicable anti-bribery and anti-corruption Laws in Nigeria (including the Economic and Financial Crimes commission laws and the Foreign Corrupt Practice Act of the United States of America and the Bribery Act 2010 of the United Kingdom) and all applicable anti-bribery and anti-corruption regulations and codes of practice.
  3. The Merchant shall ensure that this clause 30 is observed in all relationships with its customers.

Where you negotiate a Merchant Services Agreement before or after accepting the terms of this E-Agreement, the executed Agreement will take precedence over this E-Agreement.