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BPAYEX GENERAL TERMS OF SERVICE

Effective date: 1st May 2026

1. Definitions

In these Terms, the following terms have the meanings set out below:

“Account” means the account, profile, wallet, payment account or other user arrangement created or maintained by you with Bpayex or an applicable Partner for accessing or using a Service.

“Applicable Law” means any applicable law, statute, regulation, rule, order, directive, sanction, licence condition, regulatory requirement, code, guidance having binding effect or binding decision of a court or Regulatory Authority applicable to you, Bpayex, a Partner, the Services or a Transaction. Applicable Law includes mandatory consumer-protection, data-protection, payment-system, sanctions, tax, AML/CFT/CPF and other legal requirements, and prevails over any conflicting provision of these Terms, Product Terms, Partner terms or the Privacy Policy.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the jurisdiction relevant to the applicable Service, Transaction or obligation, or such other day as the applicable Partner or payment network specifies in its applicable terms.

“Crypto Assets” means digital assets, cryptocurrencies, tokens or other blockchain-based assets supported by the Services, excluding any asset that Bpayex or the applicable Partner does not support.

“Partner” means any bank, payment institution, card issuer, remittance company, digital-asset provider, telecommunications company, bill-payment provider, technology provider or other third party that provides, supports or fulfils a Service.

“Partner Terms” means the terms, conditions, disclosures, rules, policies and procedures issued by a Partner, payment network, card scheme, biller, issuer or other third-party provider that apply to a Service or Transaction.

“Personal Data” means information relating to an identified or identifiable individual, or any other information treated as personal data under Applicable Law.

“Privacy Policy” means Bpayex’s privacy notice or policy applicable to the Services, as amended from time to time in accordance with Applicable Law.

“Product Terms” means the product-specific terms set out after these General Terms, together with any additional product-specific terms that apply to a particular Service.

“Regulatory Authority” means any governmental, regulatory, supervisory, law-enforcement, financial-intelligence, tax, judicial, administrative or other authority, agency, body or official with jurisdiction over you, Bpayex, a Partner, the Services or a Transaction.

“Service” means any application, website, product, feature, payment functionality, digital-asset functionality or other service made available by Bpayex or through Bpayex.

“Services” means the Services collectively.

“Transaction” means any payment, transfer, deposit, withdrawal, conversion, purchase, sale, swap, bill payment, card transaction or other instruction or activity carried out through the Services.

“Wallet” means a digital, electronic or other account or address used to hold, receive, send, store, record or otherwise manage Crypto Assets or other supported value through a Service. A Wallet may be custodial or non-custodial, as specified for the relevant Service.

Unless the context requires otherwise, “Bpayex,” “we,” “us” and “our” mean Bpayex Digital Solution Limited, and “you” and “your” mean the person using the Services.

In these Terms: headings are for convenience only and do not affect interpretation; words in the singular include the plural and vice versa; references to legal instruments include amendments and replacements; “including” means including without limitation; a reference to writing includes electronic communications; and where a period is expressed by reference to a number of days, the first day is excluded and the last day is included, unless Applicable Law or the relevant Product Terms require otherwise.

2. Agreement

By opening a Bpayex account or using the Services, you agree to:

These General Terms;

The Privacy Policy;

Applicable Product Terms;

Applicable Partner Terms, where disclosed or incorporated for the relevant Service;

Published fees and limits;

Any additional terms displayed before you use a particular Service.

The following order of precedence applies to the extent of any inconsistency: Mandatory Applicable Law; mandatory rights or protections that cannot lawfully be excluded or limited; the applicable Product Terms, but only for the relevant product; the applicable Partner Terms, but only for matters relating to the Partner’s product, regulated activity, network, issuer, custody, settlement, fulfilment, complaints process or other function that the Partner controls; these General Terms; the Privacy Policy for matters concerning the processing of Personal Data; and published fees, limits and additional terms displayed before use, except to the extent they expressly amend or supplement the higher-ranking document.

The Privacy Policy governs the processing of Personal Data and does not override Applicable Law, mandatory rights, Product Terms, Partner Terms or these General Terms on non-data matters.

Partner Terms do not make Bpayex responsible for the Partner’s obligations, representations or regulated activities unless Bpayex expressly assumes that responsibility or Applicable Law imposes it.

No Product Terms or Partner Terms may reduce a mandatory right or protection under Applicable Law.

If a conflict cannot be resolved by this order of precedence, the provision that provides the greater protection required by Applicable Law applies, and the remaining provisions remain effective.

3. Eligibility

Unless expressly stated otherwise, you must:

Be at least 18 years old;

Have legal capacity to enter a contract;

Use the Services only for lawful purposes;

Live in a country in which the relevant Service is available;

Successfully complete applicable verification requirements.

Bpayex may decline an application or restrict Services where permitted by Applicable Law.

Availability and authorisation are jurisdiction-specific. A Service may be available in Nigeria but unavailable, restricted or provided by a different Partner in another country. No statement that a Service is displayed in the application means that Bpayex is authorised to provide that Service in every jurisdiction.

4. Nature of Bpayex Services and Regulatory Status

Bpayex provides technology and financial-service functionality directly and/or through authorised Partners. The regulatory status of each Service depends on its legal structure, the entity providing it, the location of the customer, the location of the relevant funds or assets and the applicable Partner.

Certain services may therefore be provided by: Banks; Payment institutions; Card issuers; Remittance companies; Digital-asset providers; Telecommunications companies; Bill-payment providers; Other regulated or commercial Partners.

The identity and applicable Partner Terms may be disclosed when relevant.

Bpayex must not be regarded as a bank, deposit-taking institution, payment service provider, switching company, card issuer, remittance operator, securities broker, investment manager, virtual-asset service provider, insurer or other regulated institution unless a specific Service expressly states that Bpayex or the relevant Partner holds the required authorisation.

For Services provided in or from Nigeria, the relevant regulatory framework may include, depending on the Service:

  • The Central Bank of Nigeria Act 2007 and the Banks and Other Financial Institutions Act 2020;
  • CBN licensing and regulatory frameworks for payment system providers, including payment solution service providers, switching and processing companies, mobile money operators, payment solution providers and other categories applicable to the relevant activity;
  • CBN rules and guidelines on electronic payments, electronic banking, mobile money, agent banking, consumer protection, risk management, cybersecurity, operations and payment-system oversight;
  • The Nigeria Data Protection Act 2023 and regulations or guidance issued under it;
  • The Money Laundering (Prevention and Prohibition) Act 2022;
  • The Terrorism (Prevention and Prohibition) Act 2022;
  • The Nigerian Financial Intelligence Unit (Establishment) Act 2018 and applicable NFIU regulations, guidance and suspicious-transaction reporting requirements;
  • Applicable sanctions, counter-terrorist-financing, proliferation-financing and beneficial-ownership requirements;
  • The Investments and Securities Act 2025 and rules of the Securities and Exchange Commission where a Service involves securities, investments, collective investment schemes, virtual or digital assets, or other capital-market products;
  • SEC rules or other Nigerian requirements applicable to digital assets or virtual-asset service providers, where the relevant activity falls within SEC jurisdiction;
  • The Federal Competition and Consumer Protection Act 2018 and applicable FCCPC consumer-protection rules;
  • The Cybercrimes (Prohibition, Prevention, etc.) Act 2015, as amended;
  • Applicable tax, foreign-exchange, telecommunications, payment-network and sector-specific requirements.

These references do not constitute a representation that Bpayex itself holds every licence listed above. The applicable licence, registration, exemption or regulatory basis will depend on the entity actually providing the Service. Where a Partner provides the regulated activity, the Partner’s name, licence status and applicable Partner Terms will be disclosed where required or reasonably practicable.

Bpayex will register with the Federal Competition and Consumer Protection Commission and any other Nigerian authority whose registration or notification requirements apply to its business, and will maintain such registrations for as long as they remain applicable.

5. Account registration

You must provide accurate and complete information. You must promptly update information that changes. You may generally maintain only one personal account unless Bpayex expressly permits otherwise. You may not:

Create an account using another person's identity;

Provide false documents;

Sell or transfer your Bpayex account;

Allow another person to operate your account as if it were theirs.

6. Verification, AML and Sanctions Compliance

You authorise Bpayex and its authorised providers to verify information supplied by you.

For Nigerian Services, Bpayex and relevant Partners may be required to comply with the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act 2022, NFIU requirements, CBN AML/CFT/CPF rules and guidance, SEC AML/CFT requirements where applicable, applicable sanctions obligations and other relevant Nigerian or foreign AML requirements.

This may include:

  • Identity verification and customer due diligence;
  • Document verification;
  • Facial or liveness checks;
  • Beneficial-owner and controlling-person verification;
  • Sanctions and watchlist screening;
  • Politically exposed person screening;
  • Adverse-media and fraud screening;
  • Enhanced due diligence for higher-risk customers, products, jurisdictions or Transactions;
  • Transaction monitoring;
  • Source-of-funds and source-of-wealth verification;
  • Purpose-of-payment checks;
  • Travel-rule or originator-and-beneficiary information requirements for applicable Crypto Asset transfers;
  • Record keeping;
  • Suspicious-transaction or suspicious-activity reporting;
  • Reporting of cash or other Transactions where required;
  • Cooperation with regulators, law-enforcement authorities and financial-intelligence authorities.

We may request additional information before or after opening your account. We may be unable to tell you whether a report has been made or provide details where disclosure would breach AML, sanctions, law-enforcement or regulatory requirements.

Failure to supply required information may result in a Transaction being delayed, rejected or your account being restricted.

7. Account security

You must take reasonable steps to protect:

Passwords;

PINs;

Devices;

One-time verification codes;

Authentication applications;

Recovery information.

Contact Bpayex immediately if you believe your account or credentials have been compromised.

We may temporarily restrict an account to protect you, Bpayex or others while investigating suspected compromise.

8. Transactions

Before approving a Transaction, check:

Recipient;

Beneficiary;

Wallet address;

Amount;

Currency;

Network;

Fees;

Exchange rate.

Transactions sent to an incorrect account or blockchain address may be irreversible.

A Transaction instruction becomes binding when Bpayex or the applicable Partner accepts it for processing.

We may reject, delay, reverse, or investigate Transactions where permitted or required because of:

  • Insufficient funds;
  • Technical problems;
  • Suspected fraud;
  • Sanctions;
  • AML requirements;
  • Legal restrictions;
  • Incorrect information;
  • Partner restrictions;
  • Transaction limits;
  • Payment-network rules;
  • Foreign-exchange or capital-control requirements;
  • Crypto Asset travel-rule or wallet-screening requirements.

For Nigerian payment Services, execution, timing, cancellation, refunds, unauthorised-transaction handling and error resolution may also be governed by applicable CBN payment-system rules, the rules of the relevant payment scheme and the Partner Terms of the Partner providing the Service, subject to the order of precedence in section 1.

9. Fees and exchange rates

Applicable fees will normally be displayed before you confirm a Transaction or otherwise made available through Bpayex.

Foreign exchange or Crypto Asset conversion may include:

  • An exchange rate;
  • Spread;
  • Partner cost;
  • Bpayex service fee;
  • Network fee.

Rates can change rapidly.

The rate applicable to a Transaction is the rate displayed or otherwise agreed when that Transaction is confirmed.

Where a Nigerian Service is subject to mandatory fee-disclosure or consumer-protection requirements, the applicable Partner or Bpayex will provide the disclosures required by CBN, FCCPC, payment-network rules or other Applicable Law.

10. Account balances and safeguarding

A balance shown within Bpayex represents funds or assets recorded as available to you under the applicable product structure.

The legal nature, safeguarding arrangements and Partner responsible for a balance may vary by product and jurisdiction.

Where funds are held by a regulated Partner, the Partner’s safeguarding, deposit protection or equivalent terms apply, subject to Applicable Law. A payment balance or stored-value balance is not necessarily a bank deposit.

Bpayex will not claim that funds benefit from government deposit protection unless that protection genuinely applies. In Nigeria, NDIC deposit insurance applies only to eligible deposits held with an NDIC-insured institution and does not automatically apply to payment balances, e-money, Crypto Assets or funds held through non-bank providers.

11. Prohibited use

You must not use Bpayex for:

Fraud;

Money laundering;

Terrorist financing;

Proliferation financing;

Sanctions evasion;

Trafficking;

Exploitation;

Illegal weapons;

Stolen goods;

Scams;

Ransomware;

Illegal drugs;

Unlawful investment schemes;

Unauthorised financial services;

Transactions prohibited by Applicable Law;

Intellectual-property infringement;

Abuse of another person's account;

Manipulating Bpayex systems;

Attempts to bypass Transaction controls.

Additional restrictions may apply to certain business activities and jurisdictions.

12. Account limitations

Bpayex may establish:

Transaction limits;

Wallet limits;

Withdrawal limits;

Product limits;

Geographic restrictions;

Risk-based restrictions.

Limits may depend on verification level, Transaction history, jurisdiction and regulatory obligations.

13. Suspension and closure

We may restrict or close an account where permitted by Applicable Law if:

Required by a regulator, court or law-enforcement authority;

Required by a Partner;

Verification cannot be completed;

Fraud or unlawful activity is suspected;

These Terms are materially breached;

The account creates unacceptable risk;

The account has been compromised;

A licence, registration, exemption, payment corridor or regulatory basis is unavailable or withdrawn.

Where legally permitted, we will provide appropriate information about account closure. We may withhold information where disclosure would prejudice an investigation, breach AML or sanctions restrictions, or otherwise be unlawful.

14. Closing Your Account

You may request closure through the application or our support channels.

Outstanding obligations must be resolved before final closure where necessary.

Account closure does not require Bpayex to delete records that we must retain under AML, tax, accounting, fraud-prevention, payment-system, data-protection or other Applicable Law.

15. Complaints and Regulatory Escalation

Contact: support@bpayex.com

Your complaint should include sufficient transaction or account information for us to investigate.

We will handle complaints in accordance with Applicable Law and any applicable Partner Terms or payment-scheme procedure. For Nigerian Services, this may include the CBN Consumer Protection Regulations and other CBN complaint-handling requirements, FCCPC requirements and the complaint procedure of the relevant licensed Partner.

Where the CBN Consumer Protection Regulations apply, we will acknowledge your complaint and seek to resolve it within the timeframes those Regulations prescribe, and will inform you if a Partner’s or regulator’s process requires a different timeframe.

If a Partner is responsible for the relevant Service, we may refer the complaint to that Partner or provide its applicable complaints procedure. Where required, we will identify the relevant regulated entity and available escalation route, including any applicable regulator or alternative dispute-resolution mechanism.

16. Service availability

Services may occasionally be unavailable because of:

Maintenance;

Partner downtime;

Network disruption;

Blockchain conditions;

Regulatory requirements;

Events beyond reasonable control.

We do not guarantee uninterrupted availability. A service may be withdrawn, restricted or unavailable in a jurisdiction if the required licence, registration, exemption, payment corridor, banking relationship or regulatory approval is unavailable or changes.

17. Taxes

You are responsible for determining taxes applicable to your Transactions unless Applicable Law places that obligation on Bpayex.

Bpayex or a Partner may collect, report or withhold taxes where required by Nigerian or other Applicable Law.

18. Intellectual property

Bpayex and its licensors retain rights in:

Software;

Trademarks;

Branding;

Designs;

Databases;

Website and application content.

Your right to use Bpayex is personal, limited, revocable, non-exclusive and subject to these Terms.

19. Third-party services

A third-party product accessible through Bpayex may be governed by separate Partner Terms.

Bpayex is not responsible for a third party beyond obligations imposed on Bpayex by Applicable Law or an applicable agreement.

The third party may be regulated by a different authority, may hold a different licence and may provide the Service only in specified jurisdictions. You should review the third party’s regulatory status, disclosures, complaints procedure, safeguarding arrangements and risk warnings before using the Service.

20. Liability

Nothing in these Terms excludes liability that Applicable Law prohibits us from excluding.

To the fullest extent legally permitted, Bpayex is not responsible for loss caused solely by:

  • Incorrect information supplied by you;
  • Sending assets to the wrong address;
  • Disclosure of security credentials by you;
  • Failures outside systems under our reasonable control;
  • Market changes;
  • Lawful compliance actions;
  • Unsupported third-party services.

Any limitation of liability is subject to applicable mandatory consumer-protection law, including the Federal Competition and Consumer Protection Act 2018 and any applicable CBN, SEC, payment-network or other mandatory rules.

21. Confidentiality

Each party must keep confidential all non-public information received from the other party in connection with these Terms and must use it only to perform or exercise rights under these Terms.

This obligation does not apply to information that is publicly available without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without a duty of confidentiality.

A party may disclose confidential information to its employees, professional advisers, service providers, regulators, courts, law-enforcement authorities or other representatives who need to know it, provided that disclosure is permitted or required by Applicable Law and, where appropriate, the recipient is subject to confidentiality obligations.

Bpayex may also disclose information as necessary to provide Services, prevent fraud, manage risk, comply with Applicable Law or enforce these Terms.

22. Data Protection

Bpayex will process Personal Data in accordance with Applicable Law and the Privacy Policy, including the Nigeria Data Protection Act 2023 where applicable.

If the Privacy Policy conflicts with Applicable Law, Applicable Law prevails.

You must provide accurate information and must not provide Personal Data about another person unless you have a lawful basis to do so.

Bpayex may collect, use, store and share Personal Data with authorised providers, financial institutions, payment networks, verification providers, regulators and other service providers as reasonably necessary to provide the Services, verify identity, prevent fraud, comply with Applicable Law, resolve disputes and protect Bpayex and its users.

You may have rights under Applicable Law to access, correct, delete, restrict or object to certain processing, or to request data portability. These rights are subject to legal and regulatory exceptions, including AML, sanctions, fraud-prevention and record-retention obligations.

Where required by the Nigeria Data Protection Act 2023, Bpayex will designate a data protection officer or compliance organisation, register with the Nigeria Data Protection Commission as a data controller or data processor of major importance, and observe the safeguards required by Applicable Law before transferring Personal Data outside Nigeria, including adequacy, contractual, consent-based or other lawful transfer mechanisms recognised under the Nigeria Data Protection Act 2023.

23. Force majeure

Bpayex will not be liable for delay, interruption or failure to perform an obligation to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, labour disputes, government action, sanctions, power or telecommunications failures, cyberattacks, failures of payment networks, banks, blockchain networks or other Partners, or changes in Applicable Law or regulatory requirements.

Bpayex will take reasonable steps to mitigate the effects of such an event and resume affected Services when reasonably practicable. Your payment obligations for Services already provided are not excused by a force majeure event.

24. Indemnification

To the fullest extent permitted by Applicable Law, you will indemnify and hold harmless Bpayex, its affiliates, directors, officers, employees, agents and service providers from claims, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising out of or relating to:

Your breach of these Terms;

Your unlawful, fraudulent or negligent conduct;

Your use of the Services;

Information or instructions supplied by you;

Our violation of another person's rights or Applicable Law; or

Disputes between you and a third party.

This indemnity does not apply to the extent a claim results from Bpayex's fraud, wilful misconduct or liability that cannot legally be excluded or limited.

25. Changes

We may update these Terms.

Where a change materially affects your rights, we will provide notice where required.

We may also update or withdraw a Service where a regulator, licence condition, Partner arrangement, payment-network rule or change in Applicable Law requires us to do so.

26. Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions will continue in full force and effect.

27. Waiver

A failure or delay by either party to exercise any right or remedy under these Terms is not a waiver of that right or remedy. A waiver is effective only if given in writing and applies only to the specific instance for which it is given.

28. Assignment

You may not assign, transfer or otherwise dispose of your rights or obligations under these Terms without Bpayex's prior written consent. Bpayex may assign or transfer these Terms, in whole or in part, to an affiliate, successor, purchaser of its business or Partner, provided that the transfer does not reduce your mandatory legal rights or breach Applicable Law.

29. Entire agreement

These Terms, the Privacy Policy, applicable Product Terms, applicable Partner Terms, published fees and limits, and any additional terms displayed before you use a particular Service constitute the entire agreement between you and Bpayex concerning the Services and supersede prior agreements, understandings and representations concerning that subject matter. The order of precedence in section 1 applies to any conflict, and mandatory Applicable Law prevails in all cases.

30. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria unless mandatory Applicable Law applicable to you requires otherwise.

Disputes shall be handled by courts of competent jurisdiction in Nigeria unless mandatory consumer law gives you a right to bring proceedings elsewhere.

Before commencing court proceedings, the parties will first attempt to resolve a dispute through the complaints procedure in section 14 and, where that does not resolve the dispute, through mediation or arbitration under the Arbitration and Mediation Act 2023, unless mandatory Applicable Law or a mandatory consumer right requires otherwise or unless interim or urgent relief is sought.

31. Survival

Any provision that by its nature or express wording is intended to continue after termination or closure will survive, including provisions concerning confidentiality, data protection, intellectual property, liability, indemnification, outstanding payment obligations, dispute resolution, governing law, severability, waiver, assignment, entire agreement and this survival provision.

32. Contact

Bpayex Digital Solution Limited

support@bpayex.com

Registered office: B39B Chessville Estate, Kafe District, FCT, Nigeria.

RC Number: 9231787

33. BPAYEX PRODUCT TERMS

These Product Terms apply in addition to the General Terms. If these Product Terms conflict with the General Terms, these Product Terms prevail only for the relevant product and only to the extent permitted by the order of precedence in section 1 of the General Terms. Mandatory Applicable Law always prevails.

Product availability depends on jurisdiction, eligibility, regulatory approval and Partner availability. The regulatory descriptions below identify frameworks that may apply; they do not confirm that Bpayex or any particular Partner holds a licence unless the relevant licence or regulatory status is expressly identified.

34. 1. Fiat wallet services

Where available, Bpayex may allow you to:

Hold a displayed balance;

Fund your account;

Receive funds;

Send funds;

Convert supported currencies.

The underlying account or payment infrastructure may be supplied by a banking or payment partner.

In Nigeria, fiat wallet functionality may constitute or involve payment services, stored-value or electronic-money functionality, collection services, account-information or payment-initiation functionality, or other regulated activity depending on the structure. The relevant CBN licence category may include a payment solution service provider, switching and processing company, mobile money operator, payment solution provider, bank or other authorised institution.

Bpayex will not represent that it is authorised to accept deposits or operate a bank account unless it holds the required authorisation.

Where a Nigerian Partner holds customer funds, applicable CBN safeguarding, settlement, reconciliation, consumer-protection, operational-risk and record-keeping requirements apply to that Partner. Deposit insurance applies only where the funds are eligible deposits held with an NDIC-insured institution; it does not automatically apply to a payment or e-money balance.

Account details issued to you must only be used for permitted purposes.

We may request information about incoming payments, including:

  • Payer;
  • Source;
  • Purpose;
  • Relationship between payer and recipient.

Unsupported or non-compliant payments may be rejected or returned.

For cross-border fiat Services, availability may depend on CBN foreign-exchange rules, remittance requirements, the licensing status of the remittance or payment Partner, local rules in the destination country and applicable sanctions or AML requirements. A Nigerian account or payment corridor does not mean that the same Service is authorised or available in another country.

35. 2. Cryptocurrency and digital-asset services

Depending on jurisdiction, Bpayex may allow users to:

Deposit supported Crypto Assets;

Withdraw Crypto Assets;

Buy supported Crypto Assets;

Sell supported Crypto Assets;

Swap supported Crypto Assets;

Transfer supported Crypto Assets on blockchain networks.

In Nigeria, a Service involving custody, exchange, transfer, dealing, brokerage, offering, issuance or other intermediation in digital assets falls within the regulatory jurisdiction of the Securities and Exchange Commission under the Investments and Securities Act 2025, which defines “securities” to include virtual and digital assets, and applicable SEC rules, including rules or frameworks for digital-asset operators and virtual-asset service providers. The applicable regulatory treatment depends on the asset, activity, customer, transaction structure and current SEC requirements.

Bpayex will not represent that it is a SEC-registered digital-asset operator, exchange, broker, dealer, custodian or other capital-market operator unless that status is expressly stated. A Partner may provide the regulated activity instead. Crypto Asset Services may be unavailable in Nigeria or another jurisdiction where the required registration, licence, approval, exemption, banking arrangement or regulatory basis is unavailable.

Crypto Asset Services may also be subject to the Money Laundering (Prevention and Prohibition) Act 2022, Terrorism (Prevention and Prohibition) Act 2022, NFIU requirements, applicable SEC AML/CFT obligations, sanctions screening, beneficial-owner requirements, suspicious-transaction reporting and travel-rule or equivalent originator-and-beneficiary information requirements.

Important crypto risk warning: Crypto Assets can be highly volatile. Their value can fall rapidly and you may lose some or all of the value involved.

Crypto Assets may not benefit from: Bank-deposit protection; investor compensation schemes; government guarantees.

Blockchain Transactions may be irreversible. You are responsible for confirming: Asset; Network; Wallet address; Destination; Amount.

Sending an asset using an unsupported network or incorrect address can result in permanent loss.

Bpayex may suspend deposits or withdrawals when necessary because of: Network upgrades; Forks; Security incidents; Liquidity conditions; Compliance concerns; Partner restrictions; Sanctions or wallet-screening results; Regulatory requirements; The absence or withdrawal of a required licence, registration or approval.

Outside Nigeria, Crypto Assets are not automatically securities, commodities, money or legal tender, and their legal classification may vary by asset and jurisdiction. In Nigeria, the Investments and Securities Act 2025 defines “securities” to include virtual and digital assets, so Crypto Assets offered, issued, exchanged or otherwise dealt with in or from Nigeria may be treated as securities and regulated accordingly by the Securities and Exchange Commission, regardless of their classification elsewhere. Crypto Assets are not legal tender in Nigeria.

Nothing in these Terms is investment, legal, tax or financial advice. Unless expressly stated in separate terms, Bpayex does not provide investment advice, portfolio management, underwriting or a recommendation to buy or sell any Crypto Asset.

36. 3. Foreign exchange

Bpayex may offer conversion between supported currencies. Before confirmation, the app should display applicable:

Source currency;

Destination currency;

Exchange rate;

Fee;

Amount to be received.

Exchange rates may change until the Transaction is confirmed.

Foreign-exchange Services involving Nigeria may be subject to CBN foreign-exchange rules, authorised-dealer requirements, remittance rules, reporting obligations and restrictions on currencies, corridors or purposes. A displayed conversion feature may be unavailable to Nigerian residents or users in other jurisdictions where the required authorisation or Partner arrangement is not available.

37. 4. Payments and transfers

Users may be able to transfer value to:

Another Bpayex user;

Bank accounts;

Mobile money accounts;

Other supported destinations.

Availability varies by corridor and jurisdiction.

In Nigeria, payment and transfer Services may be provided through a CBN-licensed bank, payment institution, switching or processing company, mobile money operator, payment solution provider or other authorised Partner. The applicable CBN payment-system rules, payment-network rules, consumer-protection requirements and Partner Terms govern the relevant Service, subject to the order of precedence in section 1 of the General Terms.

Transfers may be delayed by: Recipient-bank processes; Compliance review; Local payment-network downtime; Incorrect beneficiary information; Public holidays; Sanctions or AML screening; Foreign-exchange or cross-border requirements.

Transfers to or from another country may be unavailable even where domestic transfers are available. The recipient may receive funds under different consumer-protection, safeguarding, refund and complaints rules.

38. 5. Bill Payments

Bpayex may facilitate payments for services including:

Electricity;

Television;

Internet;

Telecommunications;

Other supported bills.

Bpayex may rely on third-party aggregators.

You are responsible for entering the correct customer, meter, account or subscription identifier.

A Transaction successfully transmitted to a bill provider may not be reversible.

Bill-payment Services may be subject to CBN payment-system requirements, FCCPC consumer protection requirements, telecommunications rules, electricity sector rules, the terms of the relevant biller and the rules of any licensed aggregator or payment Partner, subject to the order of precedence in section 1 of the General Terms. Availability and refund rights may vary by biller, state, country and Partner.

39. 6. Airtime, Mobile Data and ePIN Products

Digital telecommunications products may be fulfilled immediately.

You must verify: Telephone number; Network; Product; Amount.

Products successfully delivered to an incorrectly entered number may be non-refundable where recovery is impossible.

Nigerian telecommunications products may be subject to Nigerian Communications Commission requirements, mobile-network terms, CBN payment rules and FCCPC consumer-protection requirements. Products may be unavailable outside Nigeria or may be supplied under different telecommunications rules in another jurisdiction.

40. 7. Gift cards

Gift cards may be supplied by third-party providers. Before purchase, review:

Denomination;

Country;

Brand;

Currency;

Redemption rules;

Expiry rules where legally permitted;

Provider restrictions.

Digital codes successfully delivered may be non-refundable except where required by Applicable Law or where the product is defective.

Gift-card availability, redemption and consumer rights depend on the issuer, brand, country of redemption and applicable consumer-protection law. A gift card is not a bank deposit, payment account, Crypto Asset or investment product unless the issuer expressly states otherwise.

41. 8. Cards

Where Bpayex offers virtual or physical cards, cards may be issued by an authorised card issuer.

Separate cardholder terms may apply.

Card availability, limits and fees may vary by country and Partner.

In Nigeria, card issuance and related payment services may be provided by a CBN-authorised bank, payment institution or other authorised issuer and may be subject to CBN payment-system and consumer-protection rules, the applicable card-scheme rules, the issuer’s cardholder agreement and any applicable foreign-exchange or cross-border requirements. Bpayex is not the card issuer unless expressly stated.

Transactions may be declined because of: Merchant restrictions; Compliance checks; Available balance; Card-network requirements; Geographic restrictions; Issuer or CBN requirements; Sanctions or fraud controls.

42. 9. Other third-party products

Bpayex may facilitate access to additional Services.

Bpayex will disclose where a separate supplier is responsible for fulfilment.

Supplier Partner Terms may apply in addition to these Product Terms.

The supplier may be regulated by the CBN, SEC, FCCPC, NCC, another Nigerian authority or a foreign regulator, depending on the product. The supplier’s licence, registration, authorisation, safeguarding arrangements, complaints procedure and jurisdictional availability may differ from Bpayex’s status. Those Partner Terms apply only to matters within the supplier’s responsibility and cannot override Applicable Law or mandatory rights.

43. 10. Key user risks and product-specific disclosures

You should understand the following risks before using any Service. The risks that apply to you depend on the product, jurisdiction, Partner, Transaction and Applicable Law. Product-specific disclosures below supplement, and do not replace, the warnings and obligations in the General Terms and these Product Terms.

10.1 Fraud, scams and social engineering: Fraudsters may impersonate Bpayex, a Partner, a regulator, a merchant, a biller, a card issuer or another user. They may request passwords, PINs, one-time codes, recovery phrases, wallet transfers or remote access to your device. Bpayex will not ask you to disclose authentication credentials or recovery phrases through an unsolicited message.

For fiat wallets, payments, transfers, cards and bill payments, fraudulent instructions, account takeover, unauthorised card use, fake beneficiaries, invoice fraud and impersonation may cause loss or delay.

For airtime, mobile data, ePINs and gift cards, fraudsters may persuade you to purchase or disclose codes that cannot be recovered.

For Crypto Assets, scams, phishing, fake investment opportunities, malicious smart contracts and fraudulent wallet addresses may result in permanent loss.

You must verify requests independently, use official support channels, protect your credentials and report suspected fraud immediately. Recovery, reimbursement or reversal may not be available, particularly where you authorised the Transaction, disclosed security information or transferred assets to an incorrect destination.

10.2 Cybersecurity and technology risk: The Services, your device, telecommunications provider, payment networks, Partner systems and blockchain networks may be affected by hacking, malware, phishing, denial-of-service attacks, data breaches, software defects, compromised credentials, SIM-swap attacks, outages or other cybersecurity incidents.

For fiat wallets, payments, transfers and cards, a cyber incident may delay processing, expose account information or result in unauthorised Transactions. For Crypto Assets, a compromised wallet, exchange, custody system, smart contract, blockchain bridge or network may result in loss or suspension of assets. For bill payments, airtime, mobile data, ePINs and gift cards, a technical or cyber incident may delay fulfilment or prevent redemption.

10.3 Service interruption and operational failure: Services may be interrupted, delayed, restricted or unavailable because of maintenance, congestion, power or telecommunications failure, Partner downtime, payment-network disruption, blockchain conditions, cyber incidents, liquidity constraints, regulatory action or events beyond reasonable control.

10.4 Irreversible or Difficult-to-reverse Transactions: Some Transactions cannot be cancelled or reversed after submission or acceptance.

10.5 Third-party and Partner failure: A Partner, bank, card issuer, remittance provider, payment processor, biller, telecommunications operator, gift-card issuer, digital-asset provider, custodian, liquidity provider or other supplier may fail, become insolvent, lose a licence, suspend operations, reject a Transaction, delay settlement or change its terms.

10.6 Regulatory and legal changes: Applicable Law, regulatory guidance, licensing requirements, sanctions, tax rules, foreign-exchange controls, payment-network rules and Partner policies may change without advance notice.

10.7 Market volatility, pricing and liquidity: Foreign-exchange rates, Crypto Asset prices, spreads, fees and liquidity may change rapidly. A quote may expire or differ from the rate available when a Transaction is completed.

10.8 Loss of access and account recovery: You may lose access to your account or product because of a lost or stolen device, forgotten credentials, failed verification, unavailable recovery information, SIM-swap, account compromise, suspension, closure, death, incapacity, sanctions screening, regulatory restrictions or Partner failure.

10.9 Product-specific risk summary: Fiat wallets: balances may not be bank deposits; safeguarding, deposit protection, access and recovery depend on the product structure and Partner. Cryptocurrency and digital assets: values are volatile; assets may be illiquid, unsupported, unregulated or subject to custody, network, smart-contract, sanctions and regulatory risks; blockchain Transactions may be irreversible.

44. 11. Refunds and reversals

Whether a Transaction can be refunded depends on:

Transaction type;

Payment network;

Blockchain status;

Product provider;

Applicable Law.

For Nigerian payment Services, refund, reversal, unauthorised-transaction and error-handling rights may be governed by applicable CBN rules, payment-network rules, FCCPC requirements and the Partner Terms of the relevant Partner, subject to the order of precedence in section 1 of the General Terms.

Bpayex does not guarantee that an irreversible Transaction can be recovered.

45. 12. Chargebacks and negative balances

Where a payment into your account is reversed or charged back, Bpayex may deduct the corresponding amount from your balance where legally permitted.

If this creates a negative balance, you may be required to repay it.

Any deduction, chargeback or recovery action remains subject to mandatory consumer-protection law, applicable CBN or payment-network rules and the Partner Terms of the relevant Partner.

46. 13. Product changes

Supported: Currencies; Countries; Networks; Partners; Products; Limits; Fees may change as regulations and Partner arrangements change.

Material changes will be communicated where required.

A Service may be suspended or withdrawn in a jurisdiction if a regulator changes its requirements, a licence or registration is unavailable or withdrawn, a Partner ceases to support the Service, a payment corridor closes, or continued provision would breach Applicable Law.