INTRODUCTION
This Merchant Services Agreement ("Agreement") is between Tranzakt Financial Services Limited ("Tranzakt") and the merchant ("Merchant") who registers to use Tranzakt's payment gateway services. Tranzakt is a Nigerian limited liability company incorporated to provide "a seamless payment solution" to address needs in the Nigerian payment system . Tranzakt operates a payment platform and related services that allow merchants to accept and manage electronic payments. Under this Agreement, Tranzakt will process payments on behalf of the Merchant and provide tools for transaction management, and the Merchant agrees to Tranzakt's terms of service, privacy rules, and compliance requirements.
SCOPE OF SERVICES
Tranzakt will provide payment gateway and related payment services to the Merchant, including:
- Payment Processing: Enabling the Merchant to accept customer payments via multiple channels. Tranzakt's platform supports card payments, USSD payments, and bank transfers . Through a single integration, the Merchant can receive funds from Visa, MasterCard, and local bank accounts. Tranzakt advertises that "with Tranzakt, your transactions are processed in real-time" and that "your money reaches its destination instantly" , reflecting a promise of fast, real-time processing.
- Payment Links and Collections: Tools to send payment links and manage collections without a full e-commerce website. The platform includes "Payment Collection Management" and Payment Links (shareable links via email, SMS, or social media) so customers can pay quickly wherever they are . This allows small businesses or individuals to invoice or request payments easily.
- Dashboard and Reporting: A secure online dashboard where the Merchant can view and track all transactions. As noted in Tranzakt's documentation, the system lets you "manage and track your transactions with secure, efficient payment processing options" . The dashboard provides real-time Reports and Analytics to monitor transaction histories, volumes, and trends . Tranzakt emphasizes transparency: "know exactly what's happening with your money" , so Merchants have clear, up-to-date information on all payments.
- Security and Compliance: Tranzakt will maintain industry-standard security. It is PCI DSS Certified, meaning it meets global standards for protecting card data, with "advanced security measures from data encryption to fraud prevention" to keep transactions safe . Tranzakt handles encryption, fraud monitoring, and other controls on its side.
- Additional Services: If and when available, Tranzakt may offer related services (e.g. bill payments or mobile wallets). All services provided by Tranzakt (whether current or future offerings like Tranzakt Mobile or Business) are covered by this Agreement. In all cases, Tranzakt will "handle everything regarding processing payments, while you focus on creating amazing products and services"
Tranzakt may update or add services at its discretion. The Merchant's use of Tranzakt's platform is subject to this Agreement and any usage policies or instructions provided by Tranzakt. Tranzakt makes no guarantee of uninterrupted service, but will strive to provide services efficiently and securely. The Merchant acknowledges that payment processing is subject to banking networks and card issuer rules.
MERCHANT ELIGIBILITY AND OBLIGATIONS
- Eligibility
The Merchant must be either:- An individual of legal age and capacity (18+ or as required by law), or
- A validly registered Nigerian business entity (company, partnership, etc.) in good standing under Nigerian law.
- Merchant Information and KYC
The Merchant must provide complete, accurate, and up-to-date information. This includes identity documents, business registration, bank account details, and any other information Tranzakt reasonably requests to verify identity and comply with law. Tranzakt is the data controller of any personal information collected , and as part of onboarding the Merchant consents to processing of its data and customers' data as described in Tranzakt's Privacy Policy . The Merchant will ensure that all personal data of customers submitted to Tranzakt complies with Nigerian data protection laws (including the Nigeria Data Protection Act/NDPR). Merchant warrants that any data it provides to Tranzakt for KYC or onboarding is its own personal/business data or belongs to its authorized officers. - Lawful Use
The Merchant agrees to use the Tranzakt services only for lawful business activities. Merchants shall not use the platform to process transactions related to prohibited or illegal goods/services (fraud, gambling, illegal substances, etc.), or in violation of any Nigerian laws or regulations (including CBN payment system rules, AML/CFT laws, or foreign exchange controls). The Merchant shall immediately notify Tranzakt of any suspicious activity on its account. - Compliance
The Merchant is responsible for complying with all applicable laws, including anti-money laundering (AML) and counter-terrorist financing (CFT) regulations. The Merchant will follow Tranzakt's instructions (if any) regarding customer verification and KYC for transactions. The Merchant agrees to cooperate fully with any audits or compliance checks by Tranzakt or regulators. - Account Security
The Merchant must maintain the security of its Tranzakt account credentials. Any password or API keys provided must be kept confidential. The Merchant shall notify Tranzakt immediately of any security breach or unauthorized use of its account. The Merchant is fully responsible for any use of its account. - Intellectual Property
The Merchant acknowledges that Tranzakt owns all intellectual property rights in its services, APIs, and website, and that no license is granted except as necessary to use the services. (Tranzakt's terms note that all website content and trademarks are the Company's property .)
FEES AND PRICING STRUCTURE
When a customer makes a payment to the Merchant through Tranzakt:
- Transaction Fees: A percentage and/or fixed charge per payment processed. For example, this might be structured as "X% of transaction value plus ₦Y per transaction," for each payment method (card, USSD, etc.).
- Settlement/Withdrawal Fees: A fee charged when transferring settled funds from Tranzakt to the Merchant's bank account.
- Currency Conversion or International Fees: If applicable, fees or markups on foreign currency transactions or cross-border payments.
- Other Fees: Any additional fees (e.g. chargeback fees, failed transaction fees, support fees, etc.) specified by Tranzakt.
- Taxes and Levies: All amounts are exclusive of any taxes (such as Value Added Tax). The Merchant is responsible for paying any taxes, duties or levies arising from its use of the service or on its receipts.
Tranzakt's website emphasizes "low transaction fees" and transparency of charges. All applicable fees will be listed in Tranzakt's published fee schedule or communicated to the Merchant in writing before application. Tranzakt will endeavor to keep fees transparent as stated on the site, "we keep everything clear and upfront, so you can trust every transaction and fee no surprises" . If fees change, Tranzakt will notify the Merchant in advance as required by law. Payment of fees may occur by deduction from settlement amounts, direct billing, or as otherwise agreed. For example, transaction fees might be automatically deducted from each payment before settlement. Other fees (such as monthly charges or chargeback fees) may be invoiced separately. The Merchant must promptly pay any amounts due, and grants Tranzakt the right to collect any unpaid fees from any funds held on behalf of the Merchant.
Payment Processing and Settlement
When a customer makes a payment to the Merchant through Tranzakt:
- Authorization and Capture: Tranzakt obtains authorization from the customer's bank or card issuer in real-time. The funds are captured by Tranzakt's system instantly or as soon as available . Tranzakt then forwards the approved payment to the Merchant's pending balance.
- Settlement to Merchant: Tranzakt will settle cleared funds (less applicable fees and any reserves) to the Merchant's nominated bank account. Settlement schedules (e.g. daily, weekly) will be agreed or follow industry standards. For local transactions, settlement often occurs within 1–3 business days after authorization. (The exact timeline depends on banking channels and the Merchant's bank.) The Merchant is responsible for providing valid bank details and ensuring its bank account can receive Nigerian Naira (and any foreign currency if applicable).
- Reconciliations: Tranzakt will provide the Merchant with settlement reports indicating each batch of transactions and fees deducted. The Merchant should reconcile these reports with its own records. Any payment reversals (chargebacks, refunds) will adjust future settlements.
- Multiple Payment Channels: If the Merchant uses multiple payment methods (e.g. card and USSD), funds may arrive at different times. Tranzakt's dashboard will show each transaction's status in real-time, as the platform is designed to "manage and track your transactions with secure, efficient payment processing options" .
All payments are handled through Tranzakt's secure platform. Tranzakt reserves the right to withhold funds (or set reserves) if there is suspicion of fraud, high risk of chargeback, or if required by law. If a payment is reversed or refunded to the customer, the Merchant's account will be debited accordingly, subject to any refund or chargeback fees.
DATA PROTECTION AND CONFIDENTIALITY
Both parties shall keep confidential all non-public business information of the other. "Personal Data" (information identifying individuals) is handled under Tranzakt's Privacy Policy. The Merchant acknowledges that it has read and agrees to Tranzakt's Privacy Policy, and consents to Tranzakt collecting, using, and disclosing personal data for the purposes described therein . Tranzakt (as data controller) will process the Merchant's personal information (and its customers' data submitted through the platform) in accordance with Nigerian law (e.g. Nigeria Data Protection Act) . Tranzakt maintains security measures (encryption, access controls, etc.) to protect data confidentiality. Merchant data stored in Tranzakt's system will not be shared with third parties except as necessary (for payment processing, compliance, or legal reasons). The Merchant must also protect customer data. If the Merchant collects any personal data on customers (names, contact info, etc.), the Merchant is responsible for using it lawfully. Tranzakt may use customer data to assist with AML checks or fraud prevention as needed. In any event, both parties agree not to disclose proprietary or confidential information to outsiders without permission.
FRAUD PREVENTION AND COMPLIANCE
Tranzakt will implement fraud monitoring on its platform. Its PCI DSS certification and "advanced security measures from data encryption to fraud prevention" help detect and block unauthorized transactions. The Merchant must work cooperatively: it shall report any suspected fraud or breach immediately and take recommended security actions. The Merchant also agrees to comply with anti-money laundering (AML) and combating financing of terrorism (CFT) requirements. Tranzakt may require additional customer verification (KYC) for large or suspicious transactions. The Merchant must provide requested identification documents for itself and its customers (where applicable). Any suspicious transaction (e.g. unusually large payments, repeated failed payments, or transactions inconsistent with the Merchant's business) should be reported to Tranzakt for review. Tranzakt reserves the right to freeze or reverse transactions if fraudulent or illegal activity is suspected, and to terminate this Agreement if the Merchant violates AML/CFT rules or other regulations. Both Tranzakt and Merchant agree to cooperate with law enforcement or regulatory investigations related to payment fraud or financial crime. Merchant indemnifies Tranzakt if the Merchant's breach of law or negligence causes losses or penalties to Tranzakt.
DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement shall be governed by the laws of the Federal Republic of Nigeria . Any disputes arising under or in connection with this Agreement should first be addressed by good-faith negotiation between the parties. If the dispute cannot be resolved amicably, the parties agree to submit to mediation or arbitration in Nigeria (for example, through the Lagos Multi-Door Court House) before resorting to litigation. Both parties submit to the exclusive jurisdiction of Nigerian courts for any unresolved disputes . If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force. Notices under this Agreement should be in writing and sent to the address or email provided by each party.
TERMINATION AND SUSPENSION
Either party may terminate this Agreement with written notice to the other. Additionally, Tranzakt may immediately suspend or terminate services if the Merchant breaches this Agreement (e.g. violates prohibited use, fails to pay fees, or causes fraud), or if required by law or a regulatory authority. Upon suspension/termination, Tranzakt may block the Merchant's access to the platform and withhold unsettled funds until issues are resolved. The Merchant must pay all fees due up to termination. Any surviving obligations (e.g. confidentiality, indemnities) will remain in effect. After termination, Tranzakt will either return any remaining balance to the Merchant (subject to fees and offsets) or transfer it to the Merchant's bank account as directed. The Merchant's access to transaction history may be provided for a limited period to allow reconciliation.
LIMITATION OF LIABILITY AND INDEMNITY
Except as expressly provided, Tranzakt's liability under this Agreement is limited. In no event will Tranzakt be liable for indirect, special, or consequential damages (even if advised of the possibility). To the extent permitted by law, Tranzakt's total liability for direct damages shall not exceed the total fees paid by the Merchant in the twelve months preceding the claim. The Merchant agrees to indemnify, defend and hold Tranzakt (and its officers, directors, employees and agents) harmless from any third-party claim, loss or liability arising out of: (a) the Merchant's breach of this Agreement; (b) misuse or unauthorized use of the services by the Merchant; (c) Merchant's violation of any laws or third-party rights; or (d) any fraudulent or illegal acts by the Merchant. For example, Tranzakt's website terms explicitly require users to "indemnify and hold Company and the Group harmless" for any claims arising from the user's use of the platform . Similarly, the Merchant will indemnify Tranzakt for any damages, losses or expenses resulting from the Merchant's actions or failures under this Agreement. Conversely, the Merchant acknowledges that Tranzakt will not be liable for matters outside its control, such as outages in banking networks or Internet connectivity. Tranzakt expressly disclaims all warranties to the fullest extent permitted by law. The parties agree that these limitations and indemnities are reasonable and form an essential part of the bargain.
By using Tranzakt's services, the Merchant acknowledges that it has read and agrees to this Agreement, Tranzakt's Privacy Policy, and any related policies. This Agreement constitutes the entire understanding between the Merchant and Tranzakt regarding the services.