Storefronts Terms and Conditions

This Storefront T&C sets out the terms on which a Merchant (as defined below) may make physical and digital Products available on the Paystack platform and consists of the terms and conditions below (“Terms”). Using Paystack Storefront constitutes acceptance of these Terms and Conditions and incorporates other Paystack Terms of Service (available at paystack.com/terms) applicable to a Merchant on the Website. Before accessing or using the Paystack Storefront you must read and agree to these Terms as you are deemed to have accepted them and are legally bound by them.

Paystack Payments Limited (“Paystack”) is a company registered in Nigeria under company number 1310682 with its registered office at 126, Joel Ogunnaike Street, Ikeja GRA, Lagos.

Definitions and interpretation

In these Terms, the following definitions apply:

• "Account" has the meaning given to it in clause 2.1;
• "Applicable Law" means in respect of either party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that party of its obligations or enjoyment of its rights under these Terms;
• "Content" means: (i) any content uploaded, supplied and/or provided by the Merchant on the Paystack Platform; or (ii) content included in any Product marketed through the Paystack Platform, including any associated documentation;
• “Customer” means a user of Paystack and the purchaser of Products made through the Merchant’s Terms of Sale;
• "Data Controller", "Data Subject", "Data Processor" and "Personal Data", shall have the respective meanings given to each of them in the Data Protection Law;
• "Data Protection Law" means the NDPR and any applicable legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to the processing of Personal Data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;
• "DP Losses" means all liabilities, including (a) costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and (b) to the extent permitted by applicable law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority or any other relevant regulatory authority; (ii) compensation to a Data Subject ordered by a Supervisory Authority, court or other tribunals of competent jurisdiction; and (iii) the costs of compliance with investigations by a Supervisory Authority or any other relevant regulatory authority;
• "NDPR" means, Nigerian Data Protection Regulation;
• "Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same or a similar business and seeking, in good faith, to comply with its obligations;
• "Group" means in relation to either party, that party and any company which is from time to time a subsidiary or holding company of that party or a subsidiary of any such holding company (and the terms "subsidiary" and "holding company" shall have the meanings given to them by section 381 of the Companies and Allied Matters Act 2020 and "Group Company" shall be construed accordingly;
• "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and 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;
• "Listing" means a listing for a Product or Content featured on the Paystack Platform and being sold by the Merchant subject to the Merchant’s Terms of Sale as provided in schedule 1 below, which will be binding on the Merchant and its Customer;
• “Merchant” means any individual or business who creates an account on the Paystack Storefront Platform or uses the Platform (https://paystack.com/storefront), or any of our websites and/or services or has entered into a MSA or has agreed to Paystack’s Terms of Use.
• “MSA” means the Merchant Services Agreement entered into between the Merchant and Paystack whereby Paystack provides payment infrastructure to Merchants and facilitates their payments;
• "Order" means an order for a Product placed by the Customer on the Paystack Platform in accordance with any Terms of Sale;
• “Paystack Storefront Platform” means the online marketplace that Merchants can advertise and sell Products through the digital storefront on a mobile device or browser application and accessed currently via: https://paystack.com/storefront;
• “Paystack Services/ Services” means the provision of the opportunity to the Merchant to: (i) create a digital storefront whereby the Merchant is able to make Listings for Products and Content available for sale on the Paystack Storefront Platform; and (ii) transact directly with Customers for the supply of Products to those Customers under the Merchant’s Terms of Sale;
• "Price" means the price set out in a Listing for the Product, which shall be inclusive of VAT;
• "Personal Data" means Personal Data received by the Merchant from Paystack for the purposes of fulfilling orders and/or Personal Data otherwise processed by the Merchant in connection with these Terms;
• "Product" means a physical or digital product which is made available for purchase on the Platform on the Paystack Platform;
• "Requesting Party" has the meaning given in clause 8.8;
• "Security Incident" has the meaning given in clause 8.5;
• “Terms and Conditions/T&Cs” means the Terms and Conditions available on Paystack’s website at Paystack.com/terms;
• “Terms of Sale” means any agreement between the Merchants and its customers for Products purchased by or (in relation to digital Products) licensed to the Customer by the Merchant through the Paystack Platform which shall be binding on the Merchant and its Customers. Notwithstanding the above the Merchant shall commit to selling all Products listed on Paystack’s Storefront Platform to its customers in accordance with this T & C and Schedule 1;
• "Transaction" means the purchase by a Customer of a Product on the Paystack Platform;
• "VAT" means value added tax as applicable within Nigeria;
• “Website” means https://paystack.com/ (or such other URL as determined by Paystack from time to time); and
• “White List” means the list of countries confirmed by the National Information Technology Development Agency (“NITDA”) as having adequate data protection laws.

In these Terms:

• use of the singular includes the plural and vice versa;
• any references to a "person" or "entity" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
• a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision;
• any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
• a reference to writing or written includes email.

Account and Registration

• In order to receive the Paystack Services, the Merchant will need to register an account (“Account”). The Merchant can register an Account via the Paystack Storefront Platform or Website. To register an Account the Merchant will need to provide Paystack with certain information (such as the Merchant’s name or company name and contact details), create a password and follow the instructions.
• If you represent a legal entity, you represent and warrant that you are fully and legally authorized to act on behalf of this legal entity, undertake and fulfil these Terms, subscribe to and use the Service and the Account, including, where applicable, the buying, selling and listing of items, in accordance with these Terms.
• Paystack may ask the Merchant to complete additional verifications before it allows the Merchant to open an Account.
• Subject to the clauses on Termination, Paystack has the right to disable any Accounts and/or passwords, at any time, if in Paystack’s reasonable discretion, the Merchant has failed to comply with any of the provisions of these Terms.
• If the Merchant knows or suspects that any unauthorised person has access to the Merchant’s Account login details, the Merchant should immediately notify Paystack at [email protected].
• The Merchant shall be the sole Merchant of the Account, and shall maintain all login details confidential and be responsible for any unauthorised use of the Merchant’s login details

Obligations, Representations And Prohibited Products

Paystack has the right to terminate your account without notice at any time if any representation or warranty specified hereinafter is found to be untrue in any respect. By accepting the Terms, the Merchant warrants and represents the following:

• You are at least eighteen (18) years old.
• You have the legal capacity and authority to: enter into binding contracts of any nature.
• You shall not use the Website for any purpose and in any way that is illegal in accordance with applicable law or prohibited by the Terms & Conditions.
• All information supplied by the Merchant is true and accurate, including information submitted as part of the registration and onboarding process.
• You have the right to legally advertise, sell or otherwise distribute any and all products listed by it on the Platform.
• The Merchant and/or the legal entity it represents, have created and/or have obtained all licenses, permissions, agreements, and other consents from the authors, inventors, and any other holders of Intellectual Property Rights to the Products or any part thereof.
• All sales and advertisements will be in compliance with applicable legal requirements, including, but not limited to, your products and services, and any of your actions:
  • Does not infringe any Intellectual Property Rights;
  • Does not infringe on any rights or other person's rights;
  • Does not infringe any human rights;
  • Is in compliance with the applicable legal provisions, including, but not limited to, laws of advertising, competition, copyrights and related rights, etc; and
  • Is compatible with best practices applicable to your business or other activity.

You may not use the Platform or any of Paystack’s Services in connection with any prohibited product, service, transaction, or activity as specified on Paystack’s Website.

‍The Merchant agrees that any Goods might be removed from the Platform by Paystack at any time at its own discretion in accordance with applicable legal provisions.

Supply of Paystack Services

Subject to the Merchant having entered into a MSA and/or agreed to the Terms and Conditions with Paystack, Paystack shall supply the Paystack Services to the Merchant in accordance with these Terms.

In supplying the Paystack Services, Paystack shall:

• perform the Paystack Services with reasonable care and skill; and
• comply with all Applicable Laws, provided that Paystack shall not be liable under these Terms if, as a result of such compliance, it is in breach of any of its obligations under these Terms.

Any card processing or processing of payments in relation to Transactions on the Paystack Storefront Platform shall be governed by the Paystack Terms & Conditions and/or the MSA as well as these Terms (as applicable).

Paystack shall endeavour to provide constant, uninterrupted access to the Paystack Platform. However:

• Paystack may suspend, withdraw, discontinue, or change parts of the Paystack Platform without notice;
• the Paystack Platform may not be uninterrupted, timely, secure or error-free; and
• from time to time Paystack may need to close the Paystack Storefront Platform and suspend the Paystack Services and/or the Paystack Storefront Platform to carry out emergency maintenance, scheduled upgrades and/or maintenance and in instances of scheduled maintenance, Paystack will provide prior notice to the Merchant.

Use of Paystack

The Merchant shall not:

• use the Paystack Storefront Platform in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms (which includes transmitting any computer viruses, or in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else);
• infringe Paystack’s Intellectual Property Rights or those of any third party in relation to its use of the Paystack Platform;
• provide any false or misleading information in its Account details;
• post any Content or Listings on the Paystack Storefront Platform that is false, misleading, defamatory, offensive or otherwise objectionable;
• except as permitted by Applicable Law, modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Paystack Storefront Platform;
• use the Paystack Storefront Platform by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Paystack Storefront Platform for use within a third-party website or application;
• collect or harvest any information or data from Paystack’s systems or attempt to decipher any transmission to or from the servers running the Paystack Storefront Platform;
• use the contact information of any user of the Paystack Platform (including Customers) for any purpose other than in relation to a Transaction;
• use the ratings or feedback system in a way which is unfair or unlawful;
• by any act or omission bring Paystack and/or any of Paystack’s Group Companies or affiliates into disrepute;
• use the Paystack Storefront Platform in any way that is contrary to Paystack’s public image, goodwill or reputation;
• express or imply that any of its statements, activities or causes are endorsed by Paystack, without Paystack’s prior consent in each instance;
• “frame” or “mirror” any part of the Paystack Storefront Platform without Paystack’s prior written consent;
• execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the Paystack’s servers or any data not intended for it;
• copy, or otherwise reproduce or re-sell any part of the Paystack Platform unless expressly permitted to do so in these Terms;
• access, query or search the Paystack Platform with any automated system, other than through Paystack’s published interfaces;
• circumvent any technical measures Paystack uses to provide and/or secure the Paystack Platform; or
• create multiple Accounts to evade punishment or avoid restrictions.

Content

If the Merchant supplies any Content or Listings on the Paystack Platform – whether it be video recordings, e-books, audio files, pictures, text or any other form - the Content and/or the Listing the Merchant supplies must comply with the following rules:

• it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
• it must not harass or bully another person;
• it must be true and honest so far as the Merchant knows;
• it must not be defamatory of anyone;
• it must not be unlawful;
• it must not use the material or content or infringe the rights or privacy of anyone else;
• it must not contain someone else’s personal details or confidential information relating to other people;
• it must not promote or condone terrorism, violence or illegal behaviour; and
• it must not otherwise bring, or be likely to bring, Paystack or other Merchants into disrepute.

Merchant Contract

The Merchant acknowledges that:

• the conclusion of a Transaction is an offer by a Customer to enter into a contract with the Merchant which is accepted by the Merchant and, once confirmed, will result in a direct contract between the Merchant and that Customer and the formation of a Terms of Sale;
• it shall be bound by the Terms of Sale as provided in Schedule 1 to these Terms;
• all Terms of Sale shall be directly between the Merchant and its Customers and in no circumstance shall Paystack be a party to such Terms of Sale;
• Paystack shall have no liability directly or indirectly under any Terms of Sale;
• be solely responsible and liable for the Know-Your-Customer (KYC) and Know Your Customer’s Business (KYBC) details of all customers it introduces to the platform including but not limited to customer name, email address, phone number, service purchased and delivery address;
• comply with all applicable Anti Money Laundering/Combating the Financing of Terrorism laws and regulations;

The Merchant shall be responsible for making arrangements for the delivery of any physical Products to a Customer.

Merchant’s Obligations

The Merchant shall:

• co-operate with Paystack in all matters relating to the Paystack Services and Paystack Storefront Platform;
• provide, for Paystack, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Merchant’s data as reasonably required by Paystack to perform the Paystack Services; and
• provide, in a timely manner, such information as Paystack may reasonably require, and ensure that it is accurate and complete in all material respects.

If Paystack’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Merchant, its agents, subcontractors, consultants or employees, Paystack shall:

• not be liable for any costs, charges or losses sustained or incurred by the Merchant that arise directly or indirectly from such prevention or delay; and
• be entitled to recover from the Merchant any additional costs, charges or losses Paystack sustains or incurs that arise directly or indirectly from such prevention or delay.

Listings

The Merchant can post a Listing on the Paystack Platform free of charge. When posting a Listing, the Merchant agrees:

• to provide contact details that a Customer can use to contact it;
• that the Listing will comply with all Applicable Law, including consumer protection laws and advertising laws;
• that it is responsible for setting the Price;
• that the total Price (inclusive of VAT) shall be clearly and prominently stated;
• that it will only upload a Listing of Products which it has all rights and licences under Applicable Law to be able to provide;
• that the Listing will not infringe the rights of any third party, including Intellectual Property Rights; and
• that it shall not interfere with any Listing posted by another Merchant on the Paystack Platform.

Paystack may restrict or suspend a Listing from the Paystack Platform if it believes that it contravenes these Terms or the Terms & Conditions. For the avoidance of doubt, Paystack does not review any Listing prior to it being uploaded and is not obliged to do so once it is live on the Paystack Platform, but it reserves the right to take down and/or restrict access to any Listing that it believes contravenes these Terms.

Data Protection

• The parties acknowledge that Paystack and the Merchant shall each act as joint Data Controllers. Paystack and the Merchant agree to comply with all applicable Data Protection Laws in respect of Personal Data processed in connection with these Terms and the Services.
• The Paystack privacy notice https://paystack.com/terms sets out the categories of personal data and other data Paystack collects, how it is used, processed, disclosed and retained, as well as how Merchants can exercise their rights as data subjects.
• The Merchant shall only use Personal Data received under these Terms solely for the purposes of fulfilling a Terms of Sale with Customers and/or as otherwise permitted under these Terms.
• The Merchant must comply with and must ensure that its personnel and other representatives comply with the provisions of the Data Protection Laws applicable to the fulfilment of a Terms of Sale and processing of Personal Data. All personnel should be sworn to professional secrecy when handling Personal Data. The Merchant must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Paystack to be in breach of any provision of any Data Protection Law. If the Merchant is aware that data is being processed in a way that does not comply with applicable Data Protection Law the Merchant shall notify Paystack immediately.
• The Merchant must promptly (and in any event within twenty-four (24) hours of the Merchant becoming aware of the matter) notify Paystack of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to Personal Data ("Privacy Incident"). The Merchant shall provide full cooperation and assistance to Paystack and its Group Companies and/or affiliates in respect of their efforts to: (i) investigate, remediate, and mitigate the effects of the Privacy Incident; and (ii) assist with notification obligations to individuals, clients, or regulatory authorities.
• Save for countries contained in the White List approved by the National Information Technology Development Agency (NITDA), the Merchant shall not transfer any Personal Data outside of Nigeria unless such transfer is in accordance with the provisions of the NDPR.
• The Merchant shall and shall procure that any other person it authorises to process the Personal Data shall, at no additional cost: implement (and update from time to time as needed) appropriate technical, organisational, and security measures (including any specific security measures instructed by Paystack) to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, disclosure, or alteration which shall at a minimum be in compliance with Data Protection Law and Good Industry Practice.
• Upon a party's reasonable written request (the "Requesting Party"), the other party shall provide the Requesting Party with all co-operation and assistance reasonably requested by the Requesting Party in relation to individuals exercising their rights under applicable Data Protection Law to enable the Requesting Party to respond to that request in compliance with applicable deadlines and information requirements.
• The Merchant shall not retain or process any Personal Data for longer than is necessary in connection with fulfilling a Terms of Sale, or if longer, to adhere to its binding requirements under Applicable Law.
• The Merchant shall indemnify and keep Paystack indemnified in respect of all DP Losses suffered or incurred by Paystack, arising from or in connection with any breach by the Merchant or any of its Data Processors and sub-Processors of its obligations under this clause 8 and/or applicable Data Protection Law.

Intellectual Property

• Paystack shall retain ownership of all Intellectual Property Rights in the Paystack Platform and its content and the “Paystack” name and mark. The Merchant and its licensors shall retain ownership of all Intellectual Property Rights in the Content.
• Paystack grants the Merchant a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free, revocable licence to use the Paystack Platform provided that it complies with these Terms and the documents referred to in it. Paystack reserves all other rights.
• The Merchant hereby grants Paystack, to the greatest extent permissible by Applicable Law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use the Content for the purposes of operating the Paystack Platform (and in particular ensuring that the Merchant’s Content is available on a Listing), and for the purposes of advertising and promoting the Paystack Platform in any and all media.

Warranties, Undertakings and Indemnities

Each party warrants and undertakes to the other party that it is free to enter into these Terms and to perform the obligations imposed on it hereunder and that by doing so it will not be in breach of any obligation owing to a third party.

The Merchant warrants and undertakes that:

• it shall comply with Applicable Law in relation to the exercise of its rights, and fulfilment of its obligations under these Terms;
• it will keep accurate and up-to-date, all information related to its Account;
• it will comply with these Terms;
• it owns, or has a licence to, all rights (including Intellectual Property Rights) in its Content, Listing, and Products;
• its Content, the Listing, and the Products will comply with Applicable Law;
• the use by Paystack (including the inclusion on the Paystack Platform) of any Content in accordance with these Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party; and
• that it will only upload Listings of Products that are developed in accordance with Good Industry Practice.

The Merchant undertakes to indemnify and hold harmless Paystack, its employees, shareholders, directors, its suppliers and service providers, from any and all losses, damages, fines, penalties, governmental regulatory enforcement actions, and other costs (including reasonable attorney’s fees and expenses) finally awarded or agreed to in connection with the adjudication or settlement of any claim, administrative proceeding, cause of action or lawsuit, suffered or incurred by Paystack as a result of:

• any claim that the use of the Content by Paystack in accordance with these Terms infringes the rights (including the Intellectual Property Rights) of any third party;
• any use by the Merchant of Paystack’s Intellectual Property Rights other than in accordance with these Terms;
• the Listing and/or provision by the Merchant of any Products that it does not have all rights under Applicable Law to list, advertise and/or provide;
• any claim made against Paystack arising out of: (a) the Merchant’s breach of any Terms of Sale; and/or (b) the sale of any Products by the Merchant on the Paystack Platform; and/or
• any other breach of these Terms.

Suspension and Termination

Termination by the Merchant

The Merchant may terminate these Terms by cancelling its Account. However, if the Merchant is in dispute with a Customer, the Merchant will not be able to cancel its Account until the dispute has been resolved.

Suspension and termination by Paystack

• Paystack may suspend or terminate these Terms by closing the Merchant’s Account.
• If the Merchant breaches any of these Terms, Paystack may immediately do any or all of the following (without limitation):
  • issue a warning to the Merchant;
  • temporarily or permanently remove any Content or Listing uploaded by the Merchant to the Paystack Platform;
  • temporarily or permanently withdraw the Merchant’s right to use the Paystack Platform;
  • suspend or close the Merchant’s Account;
  • issue legal proceedings against the Merchant for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
  • take further legal action against the Merchant; and/or
  • disclose such information to law enforcement authorities as Paystack reasonably feels is necessary to do so.

Consequences of termination

On termination of these Terms for any reason:

• the Merchant’s Account will be deleted along with any Listings;
• access to the Paystack Platform will be revoked;
• any obligations under any Terms of Sale applicable to the Merchant will continue to apply until the Merchant has discharged all of its obligations under the applicable Terms of Sale(s);
• the Merchant will not have access to the information provided or generated by it; and
• the licence granted in clause 9.2 will cease.

On termination of the Merchant’s Account, the Merchant will be prohibited from creating any further Accounts.

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

Changes To These Terms

We have the right to alter or add to the terms of this Agreement at any time and to change, delete, discontinue, or impose conditions on the use of the Services by posting such changes on our website. We will provide you with notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing Paystack user, the changes will come into effect on the date we specify in the notice, and your use of the Services, API, or Data after a change has taken effect, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website or on your Dashboard at any time. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement.

Limitation of Liability

IN NO EVENT SHALL PAYSTACK, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, HOWEVER ARISING, INCLUDING NEGLIGENCE. PAYSTACK, ITS SUPPLIERS, AND SERVICE PROVIDERS, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, TO THE USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES THE USER HAS PAID TO PAYSTACK FOR THE SERVICES DURING ONE (1) YEAR IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE.

Nothing in these Terms excludes or limits the Merchant’s or Paystack’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which may not be limited or excluded under Applicable Law.

Save as set out in clause 13.1, the following sub-clauses apply:

• in no event shall Paystack be liable to the Merchant for any loss or damage that the Merchant suffers under or in connection with any Terms of Sale;
• in no event shall Paystack be liable to the Merchant for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and

This clause 13 shall survive termination or expiry of these Terms.

Disclaimer

PAYSTACK, ITS SUPPLIERS, AND SERVICE PROVIDERS, PROVIDE THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. PAYSTACK, ITS SUPPLIERS, AND SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES.

BY ACCEPTING TO THESE TERMS, THE USER EXPRESSLY AGREES THAT THIS CLAUSE IS AN ESSENTIAL ELEMENT OF THESE TERMS AND THAT, IF SUCH CLAUSE IS ABSENT, THE ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

General

• All terms, provisions, and conditions—including any modification, addition, removal, alteration, reconstruction - in the Terms & Conditions available on Paystack’s website are hereby incorporated into this Agreement with the same force and effect as though fully set forth herein. Where the terms of the Terms & Conditions relating to the Paystack Services are inconsistent with the terms of this Terms, these Terms shall prevail.
• These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of the Federal Republic of Nigeria.
• Each party irrevocably agrees that the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
• Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control (and the parties agree that the disruption caused by the COVID-19 pandemic shall not constitute a circumstance beyond a party's reasonable control for the purposes of these Terms).
• The Merchant shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without Paystack’s prior written consent.
• Paystack may at any time assign, transfer, charge, subcontract, novate, declare a trust over or deal in any other manner with any or all of its rights under these Terms to any of its Group/affiliate Companies.
• These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause 15.7 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
• A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
• A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
• If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.9 shall not affect the validity and enforceability of the rest of these Terms.

Contacting Paystack

If the Merchant wishes to contact Paystack, it can do so using the following details:

Email address: [email protected]

Phone number: +234 163 16160

Terms last updated May 2022.