Introduction

These Terms of Use ("Terms") govern the use of Squareme Business, a business payment and collection platform operated by Squareme Technologies Nigeria Limited ("Squareme", "we", "our", or "us"), a financial technology company duly incorporated under the laws of the Federal Republic of Nigeria. Our registered address is in Lagos, Nigeria, and we can be reached at [email protected] or via our website at https://squareme.app.

By registering for, accessing, or using Squareme Business (the "Platform"), you (the "User" or "you") agree to be legally bound by these Terms, our Privacy Policy, and any other policies or guidelines incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of the Platform.

These Terms apply to all users, including business owners, authorised representatives, staff members, and any other persons accessing the Platform in any capacity.

1. About Squareme Business

1.1 Squareme Business is a business payment and collection platform designed to help Nigerian businesses receive, manage, and reconcile payments seamlessly. The Platform enables users to, among other things:

• Receive payments from customers via dedicated virtual accounts bearing the business name;
• Enable staff members to verify and confirm payments in the account holder's absence;
• Access real-time transaction histories and payment records;
• Send and request money through supported payment channels;
• Generate receipts, invoices, and payment links;
• Manage multiple users and permission levels within a business account;
• Access financial analytics and reporting tools.

1.2 Squareme Technologies operates as a technology service provider and does not function as a bank or licensed financial institution. Payment services facilitated through the Platform are conducted in partnership with licensed financial institutions regulated by the Central Bank of Nigeria ("CBN"). All transactions are subject to applicable regulatory requirements.

2. Eligibility and Registration

2.1 Age and Capacity. To use the Platform, you must be at least eighteen (18) years of age and possess the full legal capacity to enter into binding agreements under applicable Nigerian law. By using the Platform, you represent and warrant that you meet these requirements.

2.2 Business Entities.

Where you register on behalf of a business entity, you represent and warrant that:

• You are duly authorised to act on behalf of that entity;
• The entity is duly incorporated or registered under applicable law;
• All information provided during registration is accurate, complete, and up to date;
• You have the authority to bind that entity to these Terms.

2.3 Know Your Customer (KYC). We are required by law to verify the identity of all users and business entities accessing our Platform. You agree to provide all documentation required for KYC compliance, including but not limited to government-issued identification, business registration documents (CAC Certificate of Incorporation, Memorandum and Articles of Association), Tax Identification Number (TIN), and proof of business address. Failure to provide required documentation may result in restricted or suspended access to the Platform.

2.4 Account Accuracy. You are responsible for ensuring that all information provided to us is and remains accurate, current, and complete. You must promptly update us of any changes to your registration information. We reserve the right to suspend or terminate accounts where inaccurate or outdated information has been provided.

2.5 One Account Per Business. Unless otherwise approved by us in writing, each business entity is permitted to maintain only one (1) active account on the Platform.

3. Account Security and Access

3.1 Credentials. You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, PIN, and any other authentication information. You must not disclose your credentials to any unauthorised party.

3.2 Responsibility for Activity. You accept full responsibility for all activities that occur under your account, whether or not authorised by you. If you create sub-accounts or grant access to staff members, you are responsible for their actions on the Platform.

3.3 Unauthorised Access. You must notify us immediately at [email protected] if you become aware of any unauthorised access to your account, any suspected breach of security, or any compromise of your credentials. We are not liable for any loss or damage resulting from your failure to comply with this obligation.

3.4 Device Security. You are responsible for securing the devices used to access the Platform, including the installation and maintenance of appropriate antivirus and security software.

3.5 Account Suspension. We reserve the right to suspend, restrict, or terminate your account at any time if we reasonably suspect unauthorised access, fraud, or any breach of these Terms, without prior notice and without liability to you.

4. Our Services

4.1 Scope. Squareme Business provides access to the following services (collectively, the "Services"), subject to eligibility and these Terms:

• Virtual Account Issuance: Dedicated virtual bank accounts assigned to your business for receiving payments;
• Payment Collection: Receipt of funds via bank transfers, USSD, and other supported payment channels;
• Staff Payment Verification: A feature enabling designated staff to verify incoming payments on behalf of the account holder;
• Transaction Management: Access to real-time transaction records, payment histories, and downloadable reports;
• Payment Links and Invoicing: Generation and sharing of customisable payment links and invoices;
• Business Analytics: Access to dashboards and tools providing financial insights and reconciliation support;
• Multi-User Access: Ability to add and manage staff members with role-based permissions;
• Additional services as may be introduced from time to time.

4.2 Service Availability. We do not guarantee that the Platform or any of its features will be available at all times or without interruption. We may suspend, withdraw, restrict, or modify any part of the Services at any time, with or without notice, for operational, regulatory, or business reasons.

4.3 Third-Party Partners. Some Services are facilitated through third-party financial institutions and payment processors. These third parties operate independently and are subject to their own terms and regulations. We are not responsible for the acts or omissions of such third parties.

4.4 Regulatory Compliance. The Services are subject to applicable laws and regulations in Nigeria, including regulations issued by the Central Bank of Nigeria, the Nigerian Financial Intelligence Unit (NFIU), the Securities and Exchange Commission (SEC), and any other relevant regulatory authority. We reserve the right to impose limits, conditions, or restrictions on your use of the Services at any time in compliance with applicable regulations.

5. Fees and Charges

5.1 Platform Fees. Use of the Platform may be subject to fees, including but not limited to transaction fees, subscription fees, service charges, and other applicable costs. All applicable fees will be disclosed on the Platform or communicated to you prior to being charged.

5.2 Fee Changes. We reserve the right to revise our fee structure at any time. We will provide reasonable notice of any material changes to applicable fees. Continued use of the Platform following such notice constitutes your acceptance of the revised fees.

5.3 Third-Party Fees. Third-party service providers, including banks and payment processors, may impose their own charges in connection with transactions. We are not responsible for such third-party charges.

5.4 Chargebacks and Reversals. You agree to reimburse us promptly for any chargebacks, reversals, or related losses arising from transactions processed through your account, including bank charges and administrative costs incurred, in compliance with applicable payment scheme rules.

5.5 Refunds. Refunds, where applicable, will be processed to the original payment instrument used. If that instrument is no longer valid, we will work with you to identify an appropriate alternative. Refunds are subject to our internal policies and any applicable regulatory requirements.

5.6 Non-Payment. Failure to pay any fees, charges, or amounts due may result in restricted access, suspension, or termination of your account, at our sole discretion.

6. Transactions and Payment Processing

6.1 Transaction Authorisation. By initiating a transaction on the Platform, you authorise us and our payment partners to process the transaction in accordance with these Terms and applicable regulations. You are responsible for ensuring the accuracy of all transaction details before submission.

6.2 Transaction Limits. We may impose limits on transaction values, volumes, or frequencies in compliance with regulatory requirements or our internal risk policies. These limits may be adjusted from time to time with or without prior notice.

6.3 Erroneous Transactions. You are responsible for verifying the accuracy of all payment details before authorising transactions. We are not liable for losses arising from incorrect information provided by you. Where an erroneous payment has been made, you must notify us promptly at [email protected] so that we may attempt to assist with recovery, subject to the cooperation of receiving banks and applicable law.

6.4 Transaction Finality. Transactions that have been processed and settled are generally irreversible. We do not guarantee the ability to reverse, cancel, or recover funds once a transaction has been completed.

6.5 Settlement. Funds received into your virtual account will be settled in accordance with our settlement schedule, which may vary depending on transaction type, regulatory requirements, or technical factors. We reserve the right to delay settlement where we have reason to suspect fraud, regulatory non-compliance, or a dispute.

7. Disputes and Reversals

7.1 Reporting Disputes. You must promptly notify us of any unauthorised, erroneous, or otherwise disputed transaction by emailing [email protected]. Claims must be submitted within forty (40) calendar days of the transaction date. We will not be obligated to investigate or act on claims submitted outside this period, and you will be deemed to have waived such claims to the fullest extent permitted by law.

7.2 Investigation. Upon receiving a dispute notification, we will investigate the claim and use reasonable efforts to assist with resolution. We may request transaction records, identification, or other supporting documentation from you.

7.3 Limitation of Liability for Goods and Services. We are not liable for goods or services purchased using the Platform. Disputes between you and your customers regarding the quality, delivery, or fulfilment of goods or services are to be resolved directly between the parties.

7.4 Cooperation. To facilitate dispute resolution, you agree to provide relevant transaction IDs, screenshots, and any other information we may reasonably request. We will use commercially reasonable efforts to assist but make no guarantee of a particular outcome.

8. Anti-Money Laundering and Compliance

8.1 Regulatory Obligations. Squareme Technologies is committed to full compliance with applicable anti-money laundering (AML), counter-terrorism financing (CTF), and know-your-customer (KYC) laws and regulations in Nigeria, including the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act 2022, and all relevant CBN circulars and guidelines.

8.2 User Obligations. You agree not to use the Platform for any purpose that facilitates money laundering, terrorism financing, tax evasion, or any other illegal financial activity. You represent and warrant that the source of all funds transacted through the Platform is legitimate.

8.3 Monitoring and Reporting. We reserve the right to monitor transactions on the Platform for suspicious activity. Where required by law, we will report suspicious transactions to the Nigerian Financial Intelligence Unit (NFIU) and any other relevant authorities, without notice to you.

8.4 Account Freeze. We may freeze, suspend, or restrict access to your account and any funds held therein if we are required to do so by a regulatory authority or if we reasonably suspect your account is being used for unlawful purposes. You agree to cooperate fully with any investigation.

9. Prohibited Uses

9.1 You may only use the Platform for lawful purposes and in strict compliance with these Terms. The following activities are expressly prohibited:

• Using the Platform for any purpose that violates applicable Nigerian or international laws, regulations, or guidelines;
• Processing transactions related to illegal activities, including but not limited to drug trafficking, arms dealing, human trafficking, or any activity listed as prohibited by the CBN or other relevant regulators;
• Engaging in money laundering, terrorism financing, fraud, or financial crime of any nature;
• Providing false, inaccurate, or misleading registration or transaction information;
• Impersonating Squareme, its employees, partners, or any other person or entity;
• Using the Platform to transmit unsolicited commercial communications (spam);
• Introducing viruses, malware, ransomware, trojans, worms, or any harmful code into the Platform;
• Attempting to gain unauthorised access to any part of the Platform, its servers, or connected systems;
• Conducting denial-of-service or distributed denial-of-service attacks on the Platform;
• Using automated tools (bots, scrapers, crawlers) to access or extract data from the Platform without authorisation;
• Circumventing or attempting to circumvent any security measure, authentication system, or limit imposed by Squareme;
• Facilitating transactions involving sanctioned individuals, entities, or jurisdictions;
• Using the Platform to process payments for gambling, adult content, or any other business prohibited under Nigerian law;
• Taking any action that damages or falsifies Squareme's ratings, reputation, or brand;
• Engaging in any conduct that restricts or inhibits any other user's access to or enjoyment of the Platform.

9.2 Breach of this section may result in immediate account suspension or termination, reporting to law enforcement authorities, and civil or criminal liability. We will cooperate fully with any relevant investigation or prosecution.

10. Mobile Application

10.1 Licence. When you access the Platform through our mobile application, we grant you a limited, revocable, non-exclusive, non-transferable, personal licence to install and use the application solely on devices you own or control, strictly in accordance with these Terms.

10.2 Restrictions. You shall not:

• Decompile, reverse-engineer, disassemble, or attempt to derive the source code of the application;
• Modify, adapt, translate, or create derivative works from the application;
• Remove, obscure, or alter any proprietary notices, branding, or copyright information in the application;
• Use the application over any network that permits simultaneous access by multiple unauthorised users;
• Use the application to develop a competing product or service;
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the application;
• Use the application for any purpose not expressly permitted by these Terms.

10.3 Updates. We may release updates, patches, or new versions of the mobile application from time to time. You are encouraged to keep your application updated to benefit from security enhancements and new features. We may cease to support older versions of the application at our discretion.

11. Intellectual Property

11.1 Ownership. All intellectual property rights in and to the Platform, including but not limited to the software, source code, databases, algorithms, website and application designs, audio and visual content, text, photographs, graphics, trademarks (including "Squareme" and "Squareme Business"), service marks, and logos, are owned by or licensed to Squareme Technologies Nigeria Limited and are protected by applicable intellectual property laws of Nigeria and international treaties.

11.2 Restrictions. You may not use, copy, reproduce, distribute, modify, adapt, publicly display, or create derivative works from any part of the Platform or its content without our prior written consent.

11.3 User Content. By submitting, uploading, or sharing any content or data through the Platform (including business information, logos, and documents), you grant us a non-exclusive, royalty-free, worldwide licence to use, store, process, and display such content solely to the extent necessary to provide the Services to you.

11.4 Feedback. Any feedback, suggestions, or improvement ideas you provide to us may be used freely by Squareme without obligation to compensate you or maintain confidentiality in respect of such feedback, to the extent permitted by applicable law.

12. Privacy and Data Protection

12.1 Privacy Policy. Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the processing of your personal data as described in the Privacy Policy.

12.2 Legal Basis. We process personal data in compliance with the Nigeria Data Protection Act 2023 (NDPA) and the Nigeria Data Protection Regulation 2019 (NDPR), as administered by the Nigeria Data Protection Commission (NDPC).

12.3 Data Rights. Subject to applicable law and regulatory retention obligations, you have the right to access, correct, update, or request the deletion of your personal data held by us. Requests may be submitted to [email protected].

12.4 Third-Party Sharing. We do not sell your personal data to third parties. We may share data with our banking partners, payment processors, regulatory authorities, and service providers strictly as necessary to provide the Services or comply with applicable law.

12.5 Security. We implement appropriate technical and organisational measures to protect your data. However, no system is entirely secure, and we cannot guarantee the absolute security of information transmitted over the internet.

13. Communications and Marketing

13.1 Service Communications. By creating an account, you consent to receiving transactional and operational communications related to your account and the Services, including payment confirmations, security alerts, and regulatory notices. These communications are necessary for the provision of the Services and cannot be opted out of.

13.2 Marketing Communications. From time to time, we may send you newsletters, product updates, promotional offers, and other marketing materials. You may opt out of marketing communications at any time by following the unsubscribe instructions in the message or by emailing [email protected].

13.3 Legal Notices. Any formal notices to you under these Terms will be sent to the email address registered on your account. It is your responsibility to ensure your contact information remains current.

14. Third-Party Services and Analytics

14.1 We use third-party service providers to support the operation and improvement of the Platform. These may include:

• Google Analytics (Google LLC) — web and application traffic analysis;
• Mixpanel (Mixpanel Inc.) — product analytics and user behaviour insights (opt-out available at mixpanel.com/optout/);
• Sentry (Functional Software Inc.) — error tracking and performance monitoring (see sentry.io/privacy/);
• Payment processing partners and banking institutions;
• Cloud storage and infrastructure providers.

14.2 The Platform may contain links to third-party websites or services. Such links do not constitute our endorsement of those sites or their content. We have no control over third-party content and are not responsible for any loss or damage arising from your use of third-party sites.

14.3 Third-party service providers operate under their own terms of use and privacy policies, which you are encouraged to review independently.

15. Referral Programme

15.1 Where we operate a referral programme, you may be eligible to receive rewards for referring new users or businesses to the Platform. Rewards, if any, will be credited to a designated Referral Wallet within your account.

15.2 The terms and conditions of any referral programme, including eligibility criteria, reward amounts, withdrawal conditions, and expiry periods, are determined by us at our sole discretion and may be updated from time to time.

15.3 We reserve the right to modify, suspend, or discontinue the referral programme at any time without prior notice and without liability.

16. Account Suspension and Termination

16.1 Termination by You. You may close your account at any time by contacting us at [email protected]. Upon account closure, you remain liable for all outstanding fees, charges, and obligations incurred prior to closure.

16.2 Suspension or Termination by Us. We may suspend or terminate your account at any time, with or without notice, if:

• You breach any provision of these Terms;
• We are required to do so by a court order, regulatory directive, or applicable law;
• We reasonably suspect fraudulent, suspicious, or unlawful activity on your account;
• You fail to complete KYC requirements or provide required documentation;
• Your account has been inactive for an extended period as determined by us;
• We discontinue the Platform or a particular Service.

16.3 Effect of Termination. Upon termination, your right to access and use the Platform ceases immediately. Clauses that by their nature survive termination (including Intellectual Property, Limitation of Liability, Governing Law, and Dispute Resolution) shall continue to apply.

16.4 Fund Recovery. If your account is terminated while funds are held in your virtual account, we will endeavour to facilitate the return of cleared funds to you, subject to the deduction of any outstanding fees, penalties, or amounts owed, and subject to applicable regulatory requirements.

17. Disclaimer of Warranties

17.1 THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

17.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SQUAREME EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM.

17.3 Nothing in this clause shall exclude warranties that cannot be excluded under applicable Nigerian law.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQUAREME, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;
• DAMAGE ARISING FROM UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA;
• LOSS RESULTING FROM THIRD-PARTY ACTS OR OMISSIONS;
• ANY OTHER LOSS ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM.

18.2 WHERE LIABILITY IS ESTABLISHED, OUR TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SQUAREME IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Force Majeure. We shall not be liable for any failure or delay in performance of our obligations under these Terms resulting from events beyond our reasonable control, including but not limited to acts of God, government actions, regulatory directives, strikes, natural disasters, pandemics, cyberattacks, or failures of telecommunications infrastructure.

18.4 Nothing in these Terms shall limit or exclude liability for fraud, death, personal injury caused by our negligence, or any other liability that cannot be excluded by law.

19. Indemnification

19.1 You agree to indemnify, defend, and hold harmless Squareme Technologies Nigeria Limited, its officers, directors, employees, agents, and partners from and against any claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of or access to the Platform in violation of these Terms;
• Your violation of any applicable law or regulation;
• Any content, data, or information you submit, upload, or transmit through the Platform;
• Any dispute between you and your customers, suppliers, or other third parties in connection with the Platform;
• Your infringement of any third-party intellectual property or other rights.

19.2 We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defences.

20. Amendments to Terms

20.1 We reserve the right to amend, update, or replace these Terms at any time. Revised Terms will be published on our website or communicated to you through the Platform or by email.

20.2 Material Changes. For material changes to these Terms, we will provide at least seven (7) days' prior notice before the revised Terms take effect, unless a shorter notice period is required by law or regulatory mandate.

20.3 Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of those revisions. If you do not agree to the revised Terms, you must discontinue use of the Platform and close your account.

21. Governing Law

These Terms and all matters arising from your use of the Platform shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. You consent to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria in respect of any dispute arising under these Terms, subject to the dispute resolution mechanism set out in Section 22.

22. Dispute Resolution

22.1 Good Faith Negotiations. In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, including questions regarding their existence, validity, or termination, the parties shall first attempt to resolve the matter through good-faith negotiations. A party wishing to invoke this clause must give the other party written notice detailing the nature of the dispute and the relief sought.

22.2 Mediation. If the dispute is not resolved through negotiation within thirty (30) calendar days of the written notice (or such extended period as agreed in writing), either party may refer the matter to mediation at the Lagos Multi-Door Courthouse (LMDC) or another mutually agreed mediation centre in Nigeria. Each party shall bear its own costs; mediator fees shall be shared equally.

22.3 Arbitration. If mediation fails to resolve the dispute within thirty (30) calendar days of commencement (or such period as agreed), the dispute shall be finally resolved by binding arbitration under the Lagos State Arbitration Law 2009 (as amended) before a single arbitrator. The arbitrator shall be appointed by mutual agreement, or failing such agreement, by the Chairman of the Chartered Institute of Arbitrators (Nigeria Branch). Arbitration shall be conducted in Lagos, Nigeria, in the English language. The arbitral award shall be final and binding on the parties.

22.4 Injunctive Relief. Nothing in this clause shall prevent either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

22.5 No Class Actions. All disputes shall be resolved on an individual basis. You waive any right to participate in a class action, collective claim, or representative proceeding against Squareme.

23. General Provisions

23.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies or agreements incorporated herein, constitute the entire agreement between you and Squareme with respect to the Platform and supersede all prior agreements, understandings, and representations.

23.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

23.3 Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. No waiver of any breach shall be deemed a waiver of any subsequent breach.

23.4 Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms at any time, including in connection with a merger, acquisition, or sale of assets, and will notify you accordingly.

23.5 No Partnership. Nothing in these Terms shall create or be deemed to create a partnership, joint venture, agency, franchise, or employment relationship between you and Squareme.

23.6 Language. These Terms are drafted in English. In the event of any conflict between an English version and any translated version, the English version shall prevail.

24. Acknowledgement

BY ACCESSING OR USING SQUAREME BUSINESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.