Last updated – January 12, 2025
1. Introduction
SID Digital Limited ("The Company” or “SIDD") is a limited liability company incorporated under the laws of Nigeria and licensed by the Central Bank of Nigeria ("CBN"). The company owns “Securepay” payment gateway, a platform that supports payment processing and provides merchants with robust payment infrastructure.
This Merchant Services Agreement ("MSA" or "this Agreement") is a legal and binding agreement between SIDD and you, ("you", "the Merchant") who has set up a Securepay account to access the Services offered by SIDD ("Securepay Account"). It provides a general description of the Services that Securepay may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your "Customers").
This Agreement incorporates:
Securepay Terms of Use, Acceptable Use Policy and Dispute Policy (as amended from time to time) which is linked to above.
Merchant Privacy Policy (as amended from time to time) can be found on your Securepay Dashboard ("Privacy Policy").
The Data Processing Agreement (as amended from time to time), accepted or executed alongside this MSA.
You may not access or use any of Securepay’s Services unless You agree to abide by all of the Terms and Conditions as contained in this Agreement.
This MSA is divided into five (5) sections. Section A: General Terms and Conditions. Section B: Payment Processing Services
Card Payments.
Bank and USSD payments.
QR payments.
Terminal Payments
Other payment processing activities
Section C: Securepay's Technology
Section D: Settlement, Fees, Taxes and Disputes
Section E: Data Usage, Privacy and Security Annexure A: Definitions
Section A: General Terms and Conditions
Your Securepay Account:
1.1 Registration and Permitted Activities:
Only businesses (including sole proprietors), government institutions, bona fide charitable organizations, and other entities or persons located in Nigeria are eligible to create a Securepay Account and use the Services described in this Agreement.
To register for a Securepay Account, you or the person or people submitting the application (your "Authorized Representative") must provide us with your business or trade name, physical address, email, phone number, business registration ans registered company number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, date of birth, government-issued identification number, and proof of address) about your beneficial owners, principals, and your Securepay Account administrator or Representative. Until you have submitted, and we have reviewed and approved all required information, your Securepay Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding access to and security of your Securepay Account. Securepay will not be liable to you for losses or damages you may suffer in the event that you share your password or as a result of unauthorized use of your password. You will also take all reasonable steps to protect the security of the personal electronic device through which you access Surepay's Services (including, without limitation, using PIN and or password protected personally configured device functionality to access Securepay's Services and not sharing your device with other people).
If you use our Payment Services, your name (or the name used to identify you) may appear on your customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Securepay's Payment Services to facilitate Transactions (as defined below in paragraph 2) with your customers. You may not use Securepay's Payment Services for any prohibited business activities as set out in clause 4.2 of Section A below.
1.2 Business Representatives and Underage:
You and your Representative individually affirm to Securepay that your Representative is authorized to provide the information described in Section 1.1 above on your behalf and to bind you, the Merchant to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of Securepay, neither you nor your Representative may register or attempt to register for a Securepay Account on behalf of a user Securepay previously terminated from use of the Services.
If you are a sole proprietor, you are personally responsible and liable for your Representative's use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
You may not use the Services if you are under 18 years of age.
1.3 Validation and Underwriting:
At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices or utility bills, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. If you use Securepay's Payment Services, we may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss, or other records pertaining to your compliance with this Agreement. We may also require you to provide a personal or company guarantee for your obligations under this Agreement. Your failure to provide this information or material may result in suspension or termination of your Securepay Account.
You authorise us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to us.
You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Securepay Account. Securepay may periodically update this information as part of our underwriting criteria and risk analysis procedures.
1.4 Changes to your Business, Keeping your Securepay Account Current:
You agree to keep the information in your Securepay Account current. You must promptly update your Securepay Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Securepay Account or terminate this Agreement if you fail to keep this information current.
You also agree to promptly notify us in writing immediately and in any event no more than three (3) days after any of the following occur:
you are the subject of any voluntary or involuntary winding up or > insolvency application, petition or proceeding, receivership, or > similar action;
there is an adverse change in your financial condition (or you > reasonably expect there to be such a change in the future);
there is a planned or anticipated liquidation or substantial change > in the basic nature of your business;
you transfer or sell 25% or more of your total assets, or business > undertaking or there is any change in the control or ownership of > your business or parent entity;
there is a change in the regulatory status of your business or your > business has been notified that it is the subject of an > investigation or enforcement action by a regulator or law > enforcement;
you receive a judgment, writ or warrant of attachment or execution, > lien or levy against 25% or more of your total assets; or
you establish a presence in a jurisdiction outside of Nigeria in > respect of which you intend to submit Transactions.
2. Your Relationship with Your Customers
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. You are expected to conduct appropriate KYC on your Customers and obtain KYC information including but not limited to customer name, email address, phone number, service purchased and delivery address. You agree to provide Securepay with the KYC information about your customers when required.
Securepay is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Payment Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. Securepay will not be a party to any Claim or actions between you, the Merchant and your Customers.
Securepay provides Payment Services to you, the Merchant but we have no way of knowing if any Transaction is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they are meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to review the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services and you undertake to fully indemnify us for any loss we may suffer.
Securepay reserves the right to suspend and or cancel and reverse a Transaction(s) that appear to be erroneous, suspicious or fraudulent without liability to you or a Customer. Where we suspend and or cancel and reverse a Transaction, we will notify you of this in writing,
3. Services and Securepay Account Support
We will provide you with support to resolve general issues relating to your Securepay Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Securepay's support pages, API document, and other pages on our website. The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us by sending an email to [support@Securepay.com].
You are solely responsible for providing support to your Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.