Merchant Terms of Service

Effective Date: August 1, 2026

Bachs Technologies Limited · RC No. 9494536

Preamble

These Merchant Terms of Service ("Terms"), together with the Bachs Privacy Policy, the Bachs Acceptable Use Policy, and any applicable Order Form or commercial agreement (collectively, the "Agreement"), govern your access to and use of the Bachs platform, APIs, dashboard, and payment services (the "Services") as a merchant ("Merchant", "you", "your").

The Services are provided by Bachs Technologies Limited and its affiliates ("Bachs", "we", "us", "our"), a company incorporated in the Federal Republic of Nigeria (RC No. 9494536).

By creating a Merchant Account, accessing the Services, or integrating the Bachs API, you agree to be bound by this Agreement. If you are accepting on behalf of a business or other legal entity, you represent that you have authority to bind that entity.

Bachs provides payment processing and financial infrastructure that enables you to accept payments from your customers. We do not have control over, or assume liability for, the products and services that are paid for using the Services.

Changes. We may amend this Agreement. Where a change materially reduces your rights or increases your obligations, we will give at least 30 days' notice by email or through the Merchant Dashboard. Other changes take effect on publication. Continued use of the Services after a change takes effect constitutes acceptance.

1. Definitions

"Acceptable Use Policy" or "AUP" means the Bachs prohibited and restricted business policy published at https://bachs.io/aup, as updated from time to time and incorporated by reference.

"Buyer" or "Customer" means a person who pays you for goods or services using the Services.

"Chargeback" means a transaction reversed, in whole or in part, at the instruction of a Buyer, card issuer, network, bank, or other payment provider under applicable scheme or network rules.

"Merchant Account" means the account you create to access the Services.

"Merchant Dashboard" means the interface at https://app.bachs.io where you manage your integration, view transactions, configure settlement, and access reports.

"Network Rules" means the by-laws, operating regulations, and requirements of card schemes, mobile money operators, banks, switches, and other payment providers whose rails Bachs uses, together with the requirements of applicable clearing and settlement systems.

"Payment Method" means any method Bachs supports for accepting payment, including cards, bank transfer, direct debit, mobile money, and stablecoin transfers.

"Reserve" means funds withheld from settlement under Section 9.

"Settlement" or "Payout" means the transfer to you of amounts collected from Buyers, net of the deductions permitted under this Agreement.

"Supported Currency" means a currency in which Bachs makes the Services available from time to time, as set out in your Merchant Dashboard.

"Transaction" means a payment initiated by a Buyer to you through the Services.

Interpretation: headings are for convenience only; "including" is illustrative and not limiting; the singular includes the plural; references to legislation include that legislation as amended; "writing" includes email.

2. Eligibility and Merchant Account

2.1 Business use only. The Services are available exclusively to businesses and to individuals acting in a commercial or professional capacity. The Services are not for personal or household use.

2.2 Age and authority. Every individual accessing a Merchant Account must be at least 18 years old, or the legal age of majority in their country, and authorised by the Merchant to act on its behalf. You are responsible for the acts and omissions of every person who accesses your Merchant Account.

2.3 Registration. To open a Merchant Account you must provide the business, identity, ownership, and contact information we request. All information must be complete, accurate, and current.

2.4 Notification of change. You must notify us within 14 days of any material change to information you have provided, including your legal name, registered address, ownership or control, settlement details, business model, regulatory status, or the categories of goods or services you sell.

2.5 Account security. You are solely responsible for safeguarding your Merchant Account credentials, API keys, webhook secrets, and authentication credentials. You must not share credentials with third parties, and must notify us immediately at support@bachs.io of any suspected unauthorised access. Bachs is not liable for losses arising from your failure to secure your credentials, devices, or the email account associated with your Merchant Account.

2.6 Activation. Payment-related functions — accepting live Transactions and receiving Settlement — will not be enabled until you have completed verification under Section 3 and been approved.

3. Verification and Compliance Screening

3.1 Verification. Before activation, and at any time thereafter, we may require you to complete identity verification, business verification (KYB), beneficial-ownership disclosure, anti-money-laundering (AML) and counter-terrorist-financing (CFT) screening, and sanctions screening.

3.2 Information we may require. This may include incorporation and registry records, tax identification, directors' and beneficial owners' identity documents, national identification numbers or bank verification numbers where required under applicable law, proof of address, settlement account details, business model documentation, website and product information, and financial or ownership records.

3.3 Purpose. We collect and process this information in order to provide the Services; verify your identity and the authority of your representatives; meet AML/CFT, KYC/KYB, and sanctions obligations applicable to Bachs and the licensed providers through whom the Services are delivered; mitigate fraud and financial-crime risk; and satisfy the requirements of regulators, banks, card schemes, and other payment providers.

3.4 Screening and reporting. You authorise us to screen you, your directors, and your beneficial owners against applicable sanctions lists, watchlists, and databases, and to share information with regulators, law enforcement, financial institutions, and payment providers where required by law or by the rules of a scheme or provider. All identity information collected is treated as confidential and processed in accordance with the Bachs Privacy Policy and applicable data protection law.

3.5 Third-party verification providers. We may use third-party providers to carry out verification and screening. Section 12 applies.

3.6 Consequences. If you fail to provide requested information, or provide information that is false, incomplete, or misleading, we may decline your application, suspend or restrict your Merchant Account, withhold Settlement, or terminate this Agreement.

4. The Services

4.1 What Bachs provides. Subject to this Agreement, Bachs provides:

• a Merchant Account and Merchant Dashboard;
• APIs, SDKs, checkout interfaces, and developer tooling for accepting payments;
• processing of Transactions across supported Payment Methods and Supported Currencies;
• settlement of collected funds to you in accordance with Section 8;
• billing, subscription, and recurring-payment infrastructure;
• currency conversion and multi-currency functionality where offered;
• reporting, reconciliation, and transaction records;
• technical support for the Services.

4.2 Our role. Bachs processes payments and provides the related infrastructure described in this Agreement. You are the seller of record for every Transaction, and you remain responsible for the goods and services you sell, including their description, quality, delivery, legality, and any support, refund, or consumer-protection obligation owed to your Buyers. Bachs has no liability for goods and services paid for using the Services.

4.3 How the Services are delivered. Bachs provides technology and infrastructure. The regulated activities underlying the Services — including the acceptance, holding, transmission, and settlement of funds — are performed by licensed financial institutions and payment service providers with whom Bachs works. Bachs is a technology provider and does not itself perform those regulated activities.

Bachs is not a bank, is not a deposit-taking institution, and does not hold client funds as a deposit. Funds collected from your Buyers are held by the relevant licensed provider in accounts maintained by that provider, pending Settlement to you in accordance with Section 8. Bachs pays no interest on funds held pending Settlement.

The providers through whom the Services are delivered may change at any time. Where such a provider requires it, that provider's own terms may apply to you and are incorporated by reference on notice to you, as set out in Section 12.

4.4 No fiduciary relationship. This Agreement does not create any fiduciary duty, trust, agency, partnership, or joint venture between Bachs and you. Bachs's obligations to you are only those expressly set out in this Agreement.

4.5 Availability. We will use commercially reasonable efforts to keep the Services available, but do not guarantee uninterrupted or error-free operation. We may suspend, modify, restrict, or discontinue all or part of the Services, including for maintenance, security, regulatory, or risk reasons. We may impose limits, restrictions, and conditions on your use of the Services, including transaction limits, velocity limits, currency restrictions, and Payment Method restrictions.

5. Merchant Obligations

You agree to:

5.1 Provide and maintain accurate, complete, and current information about yourself, your business, your beneficial owners, and the goods and services you sell.

5.2 Comply with the Acceptable Use Policy, all applicable laws and regulations, and all Network Rules, at all times.

5.3 Issue your own invoices and receipts to Buyers, set your own prices, define your own terms of sale, and fulfil your own obligations to Buyers.

5.4 Publish clear, accurate, and legally compliant terms for your Buyers before checkout, including pricing, currency, taxes, delivery terms, refund and cancellation policy, renewal terms for any subscription, and the method by which a Buyer may cancel.

5.5 Provide a direct and readily available cancellation mechanism for any subscription or recurring product, effective as required by applicable law.

5.6 Provide all customer support to your Buyers in relation to your goods and services. Bachs supports you in relation to the Services only, and does not provide support to your Buyers.

5.7 Verify the identity and eligibility of your own Buyers where required by law, and maintain records and proof of delivery or performance sufficient to defend a dispute or Chargeback. You must provide these records to us on request.

5.8 Respond to our requests for information in connection with a dispute, Chargeback, refund, or compliance enquiry within 72 hours.

5.9 Use the Services only on the websites, applications, and channels you have declared and we have approved.

5.10 Maintain the security of your systems, and comply with PCI-DSS to the extent applicable to your role and transaction volumes. You must not store, process, or transmit full card numbers, CVV/CVC codes, or PINs unless strictly necessary and fully PCI-DSS compliant. You must notify us immediately of any actual or suspected breach involving payment or Buyer data and cooperate fully with any investigation.

5.11 Not represent yourself as an agent, partner, or licensee of Bachs, or as being authorised to provide payment services on Bachs's behalf.

6. Restricted Activities

6.1 You must not, in connection with the Services:

1. breach this Agreement, the Acceptable Use Policy, the Privacy Policy, or any other agreement with Bachs;
2. violate any law, statute, or regulation, including those governing financial services, consumer protection, data protection, unfair competition, anti-discrimination, or false advertising;
3. sell any product or service prohibited or restricted under the Acceptable Use Policy;
4. infringe the intellectual property, publicity, or privacy rights of Bachs or any third party;
5. sell counterfeit, stolen, or illegal goods;
6. provide false, inaccurate, or misleading information to Bachs or to Buyers;
7. send or receive funds that Bachs reasonably believes to be fraudulent or the proceeds of crime;
8. refuse to cooperate with an investigation or to confirm information you have provided;
9. operate an account linked to another account that has engaged in restricted activities;
10. use the Services in a manner that results in, or is likely to result in, complaints, disputes, fines, penalties, or losses to Bachs, its providers, or third parties;
11. use the Services in a manner that Bachs, any regulator, or any scheme or payment provider reasonably considers an abuse of the payment system or a violation of Network Rules;
12. use the Services from, or to serve Buyers in, a country or territory not on Bachs's permitted list, or subject to sanctions or embargo;
13. use the Services to test card behaviour, or to process transactions that do not represent a bona fide sale of goods or services by you;
14. process transactions on behalf of any third party, aggregate transactions for others, or act as a payment facilitator, unless expressly agreed in writing with Bachs;
15. impose an unreasonable or disproportionate load on the Services, or interfere with or disrupt the Services or their infrastructure;
16. introduce malware, attempt unauthorised access, circumvent security controls, or use automated means to scrape or monitor the Services without written permission;
17. take any action that may cause Bachs to lose the services of a bank, processor, scheme, or other provider;
18. circumvent any Bachs determination, suspension, restriction, or limitation applied to your account; or
19. harass or threaten Bachs personnel, its providers, or other users.

6.2 Actions we may take. If we believe you have engaged in a restricted activity, we may, at our discretion and without penalty to us: suspend, limit, or close your Merchant Account; withhold, delay, or reverse Settlement; impose or increase a Reserve; restrict Payment Methods; refuse to provide the Services in future; report the matter to regulators, law enforcement, schemes, or payment providers; contact third parties who have transacted with you; take legal action; or terminate this Agreement. We will notify you of action taken unless prohibited by law or unless notice would prejudice an investigation or fraud prevention.

7. Fees

7.1 You agree to pay the fees applicable to your use of the Services, as set out in your Merchant Dashboard, your Order Form, or the pricing schedule published at https://bachs.io/pricing.

7.2 Fees may include a percentage of the Transaction amount, a fixed per-Transaction amount, currency-conversion fees or spreads, Settlement or withdrawal fees, Chargeback and dispute-handling fees, and fees for optional features. Fees may vary by Payment Method, Supported Currency, market, volume, and risk profile.

7.3 Standard pricing. Where no signed pricing agreement covers a given fee, the standard pricing published at https://bachs.io/pricing applies.

7.4 Changes. We may change our fees on at least 14 days' notice via the Merchant Dashboard or email. Continued use after the change takes effect constitutes acceptance.

7.5 Deduction. Fees are deducted from amounts collected before Settlement, or invoiced to you, at our option.

7.6 Fees on refunded and charged-back Transactions. Bachs retains its fees on completed Transactions that are subsequently refunded or charged back, except where prohibited by applicable law or Network Rules.

7.7 Pass-through charges. Charges imposed by schemes, networks, banks, mobile money operators, blockchain networks, or other providers — including scheme fees, network fees, gas or transfer fees, and dispute-prevention service costs — may be passed through to you and deducted from Settlement. We will itemise these in reporting where reasonably practicable.

7.8 Confidentiality of pricing. Where your pricing has been individually agreed with us, it is confidential commercial information. You may not disclose it to third parties without our prior written consent, except to your professional advisors under a duty of confidence.

8. Settlement and Payouts

8.1 Settlement. Bachs collects funds from Buyers on your behalf and settles them to you, net of fees, refunds, Chargebacks, Reserves, and any other amounts permitted under this Agreement.

8.2 Settlement destination. You must nominate a valid settlement destination in a Supported Currency. Supported destinations, which vary by currency and market, are set out in your Merchant Dashboard.

8.3 Schedule. Settlement timing varies by Payment Method and market. The applicable schedule, together with any minimum Settlement threshold, is set out in your Merchant Dashboard. We may change the Settlement schedule, thresholds, and process, with such changes effective on publication.

8.4 Accuracy of settlement details. You are solely responsible for the accuracy of your settlement details. Bachs is not liable for failed, delayed, or misdirected Settlement resulting from details you have provided incorrectly.

8.5 Stablecoin settlement. Where you elect to receive Settlement in USDT or another supported stablecoin:

• you must provide and maintain a valid wallet address on a supported network;
• transfers to your wallet are irreversible. Once executed, Bachs cannot recover, reverse, or redirect them;
• Bachs does not hold, control, or have access to your private keys, seed phrases, or wallet credentials, and does not act as a custodian of your assets once Settlement has been executed;
• you are solely responsible for securing your wallet, and Bachs is not liable for losses arising from an incorrect address, a compromised or lost wallet, phishing, or the failure of any wallet provider or blockchain network;
• you bear all network, gas, and transfer fees;
• if you convert stablecoins to fiat, you do so through third parties at your own risk. Bachs is not responsible for exchange rates, conversion costs, availability, depegging, or losses arising from off-ramping.

8.6 Currency conversion. Where a Transaction requires conversion between Supported Currencies, we convert at the rate applicable at the time the funds are collected. That rate is derived from prevailing market rates and includes a margin, which is reflected in the rate quoted to you. The applicable rate is shown at the point of conversion and in your transaction records. Rates move continuously and any quoted rate may change without notice before conversion occurs.

8.7 Withholding and delay. We may delay, suspend, or withhold Settlement in whole or in part where we reasonably determine that: it is required by law, a regulator, a court, or a Network Rule; there is elevated risk of Chargebacks, refunds, or fraud; a Transaction is suspected to be fraudulent, illegal, or in breach of the Acceptable Use Policy; you are in breach of this Agreement; or an investigation is ongoing. Where practicable and permitted, we will notify you.

9. Reserves, Refunds, Chargebacks, and Set-Off

9.1 Reserves. We may establish a Reserve against your Settlement balance to cover actual or anticipated Chargebacks, refunds, fines, penalties, or other liabilities, where warranted by your Chargeback rate, refund rate, business model, or overall risk profile.

• The default Reserve rate is 5% of gross Transaction value, unless otherwise agreed or required by a payment provider or Network Rule.
• Reserved amounts are released on a first-in-first-out basis no later than 120 days after withholding, unless applied against outstanding liabilities or retained longer where required by law, a Network Rule, or a payment provider.
• We may increase the Reserve rate, extend the Reserve period, or suspend Settlement where your risk exposure warrants it.

9.2 Refunds. You determine refund eligibility for your goods and services in accordance with your own published policy and applicable law. Refunds must be initiated through the Merchant Dashboard or API, and not by paying your Buyer directly outside the Services, so that records reconcile correctly.

9.3 Refunds Bachs may initiate. We may issue a refund to a Buyer without your instruction where: required by law, a regulator, a court, a scheme, or a payment provider; the Transaction resulted from a technical error, duplicate payment, or manifest mistake; or we reasonably believe the Transaction is fraudulent or likely to result in a Chargeback. You must reimburse us for any amount so refunded, unless the refund was caused solely by Bachs's gross negligence or wilful misconduct.

9.4 Chargebacks. You bear full financial responsibility for Chargebacks on your Transactions, including the Transaction amount, scheme and network fees, fines, penalties, and our per-incident dispute-handling fee as published at https://bachs.io/pricing, unless the Chargeback is solely attributable to an error by Bachs.

9.5 Dispute process. On receiving a Chargeback we will notify you with the available details and reason code. You must submit evidence for representment within 7 calendar days of notification. If you do not, we may accept the Chargeback without recourse for you. We assess representment eligibility against Network Rules; the final decision to pursue representment rests with Bachs.

9.6 Chargeback and refund thresholds. If your monthly Chargeback rate or refund rate exceeds 1% of Transactions, or any lower threshold required by a Network Rule or payment provider, we may suspend Settlement, increase your Reserve, impose additional fraud controls, restrict or disable Payment Methods, require a remediation plan, or terminate this Agreement. Where the threshold is exceeded for two consecutive months, we may terminate immediately. Unless immediate action is required by a Network Rule or to prevent active fraud, we will give written notice and a remediation period of at least 7 days.

For these purposes, the Chargeback rate and refund rate are the number of Chargebacks or refunds received in a calendar month divided by the number of Transactions captured in the same month, unless a Network Rule specifies a different calculation.

9.7 Dispute-prevention services. We may activate dispute-prevention or resolution programmes where we identify elevated fraud or Chargeback indicators, or where a scheme or payment provider requires it. Costs charged by such providers are passed through to you and deducted from Settlement or applied against the Reserve, with itemisation where practicable.

9.8 Set-off. We may set off any amount you owe us — including fees, refunds, Chargebacks, fines, penalties, and indemnity claims — against your Settlement balance, any Reserve, or any future Settlement, at any time and without further notice, whether your liability is present or future, liquidated or unliquidated, actual or contingent. Where amounts are in different currencies, we may convert at a market rate for the purpose of set-off.

9.9 Negative balance. If your balance and Reserve are insufficient to cover amounts you owe, the shortfall is a debt immediately due and payable by you to Bachs. We will notify you in writing with a breakdown. We may recover it from future Settlement, from any Reserve, or by any lawful means, and you must reimburse our reasonable collection costs, including legal fees. This obligation survives termination.

10. Card and Network Acceptance

10.1 Where you accept card payments through the Services, you agree to comply with all applicable Network Rules, and acknowledge that Network Rules take precedence over this Agreement to the extent of any conflict.

10.2 You must not contract directly or separately with a card scheme, acquirer, or other network for services provided under this Agreement, and must not initiate refunds, disputes, or Chargeback responses directly with an acquirer or scheme. All such actions must go through Bachs.

10.3 We may approve or decline any merchant category code (MCC), business model, transaction currency, Payment Method, or Buyer country. Only approved categories and jurisdictions will be activated.

10.4 We may modify, add, suspend, or remove Payment Methods. Where possible we will notify you in advance, but may act immediately where required by a scheme, payment provider, law, or risk control.

10.5 You must not exceed transaction limits set by Bachs without prior written consent. Limits may be adjusted based on risk profile and compliance requirements.

11. Data Protection and Buyer Data

11.1 Compliance. Each party will comply with applicable data protection law, including the Nigeria Data Protection Act 2023 and the regulations and directives of the Nigeria Data Protection Commission, and equivalent legislation applicable to the processing of personal data in connection with the Services.

11.2 Roles. Bachs acts as an independent controller in respect of personal data it processes for fraud prevention, risk management, identity verification, financial-crime compliance, and its own legal and regulatory obligations. In respect of personal data processed on your instructions in order to provide the Services, Bachs acts as a processor. Where required, the parties will enter into a data processing addendum governing that processing.

11.3 Buyer data. You own the data relating to your Buyers. You grant Bachs a non-exclusive, worldwide, royalty-free licence to use, process, store, and transmit that data for the following purposes: providing, securing, and improving the Services; fraud prevention, risk management, and financial-crime compliance; producing aggregated and anonymised analytics; and complying with legal, regulatory, and law-enforcement obligations.

11.4 Your obligations. You are responsible for having a lawful basis to collect and share Buyer data with Bachs, for providing your Buyers with a compliant privacy notice, and for handling data subject requests relating to your own processing.

11.5 Security. Bachs maintains administrative, technical, and physical safeguards appropriate to the Services. No system is perfectly secure, and Bachs does not warrant that the Services will be free from vulnerabilities.

11.6 Privacy Policy. The Bachs Privacy Policy forms part of this Agreement.

12. Third-Party Providers

12.1 As set out in Section 4.3, Bachs delivers the Services through third parties, including licensed payment service providers, banks, switches, acquirers, card schemes, mobile money operators, identity verification providers, and blockchain networks.

12.2 Where a Service is delivered through a third party, that third party's terms may apply to you and are incorporated by reference where we notify you of them. Breach of such terms may result in immediate restriction or termination of the affected Service.

12.3 Bachs does not own or control third-party systems and is not liable for their acts, omissions, availability, security, or failures. Your use of any third-party integration, wallet, off-ramp, or external service is at your own risk and subject to that provider's terms.

13. Intellectual Property

13.1 Bachs's rights. Bachs and its licensors own all rights in the Bachs platform, APIs, Merchant Dashboard, checkout interfaces, documentation, and all related technology and intellectual property. You acquire no rights except the licence in 13.2.

13.2 Licence to you. Subject to this Agreement, Bachs grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes for the term of this Agreement, in accordance with our documentation. Bachs software released under an open-source licence is governed by the terms of that licence and not by this Section.

13.3 Restrictions. You must not: resell, sublicense, lease, or transfer the Services; remove or alter proprietary notices; modify, copy, or create derivative works of Bachs software except as permitted by an applicable open-source licence; or reverse-engineer, decompile, or disassemble any part of the Services.

13.4 Your rights. You retain all rights in your own products, content, and trademarks. You grant Bachs a non-exclusive, royalty-free licence to use your name, logo, and product information solely as necessary to provide the Services, including displaying them at checkout and in Buyer-facing payment communications.

13.5 Trademarks. "Bachs" and associated names, logos, and marks are trademarks of Bachs. You may not copy, imitate, modify, or use them in a manner that misrepresents affiliation, implies endorsement, or causes confusion. You may use Bachs-provided badges or marks solely as permitted by our brand guidelines.

13.6 Feedback. Any feedback or suggestions you provide may be used by Bachs without restriction or obligation to you.

14. Publicity

You grant Bachs permission to use your name and logo in customer listings, marketing materials, and press communications to identify you as a customer. Such use does not imply endorsement of your products or services. You may withdraw this permission at any time by written notice to support@bachs.io.

15. Confidentiality

15.1 Each party may receive confidential information of the other, including technical, commercial, financial, and business information. The receiving party will use at least reasonable care to protect it, use it only to perform under this Agreement, and disclose it only to personnel and advisors who need it and are bound by confidentiality obligations.

15.2 Confidential information does not include information that is or becomes public other than through breach, was already known to the receiving party without obligation, or is independently developed without use of the disclosing party's confidential information.

15.3 A party may disclose confidential information where required by law, a regulator, or a court, giving the other party prompt notice where legally permitted.

15.4 These obligations survive for 3 years after termination; trade secrets remain protected for as long as they qualify as such.

16. Representations and Warranties

You represent and warrant that:

1. you have full power and authority to enter into and perform this Agreement;
2. you are duly incorporated or registered, in good standing, and authorised to carry on business in every jurisdiction where you operate;
3. all information you provide is accurate, complete, and current;
4. you own or are lawfully entitled to sell every product or service you sell using the Services;
5. your products, services, and business comply with the Acceptable Use Policy, all applicable laws, and all Network Rules;
6. you and your directors and beneficial owners are not subject to sanctions administered by any competent authority, and are not located in or ordinarily resident in a sanctioned or embargoed jurisdiction;
7. you have not been terminated or suspended by a payment processor, acquirer, scheme, or financial institution for fraud, deceptive practices, or breach of rules in the preceding 5 years;
8. your use of the Services will not breach any agreement with a third party or infringe any third-party rights; and
9. you will not use the Services on behalf of any undisclosed third party.

17. Indemnity

You will indemnify, defend, and hold harmless Bachs, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your breach of this Agreement or of any representation or warranty in it;
2. your products or services, including any claim that they are defective, unsafe, illegal, misdescribed, undelivered, or infringing;
3. any dispute between you and a Buyer;
4. your violation of any law, regulation, or Network Rule;
5. any Chargeback, refund, fine, or penalty arising from your Transactions;
6. any claim, investigation, or enforcement action by a Buyer, consumer-protection authority, tax authority, data protection authority, or other regulator arising from your acts or omissions;
7. any inaccurate, false, or misleading information you provide to Bachs or to a Buyer; and
8. your handling of Buyer personal data.

This indemnity survives termination and applies regardless of whether the underlying claim succeeds.

18. Disclaimers and Limitation of Liability

18.1 Disclaimer. The Services are provided "as is" and "as available", without warranty of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or uninterrupted availability. Bachs does not warrant that the Services will meet your requirements or be error-free, secure, or free from vulnerabilities.

18.2 Foreseeability. Bachs is not liable for loss or damage that was not foreseeable at the time this Agreement was entered into.

18.3 Excluded losses. Bachs is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profit, revenue, business, goodwill, data, or anticipated savings, however arising and on any theory of liability.

18.4 Cap. Bachs's total aggregate liability arising out of or related to this Agreement will not exceed the total fees Bachs derived from your Transactions in the six months preceding the event giving rise to liability.

18.5 Third-party and infrastructure failures. Bachs is not liable for losses caused by the failure, unavailability, or security compromise of banks, switches, schemes, acquirers, mobile money operators, blockchain networks, stablecoin issuers (including depegging), telecommunications providers, or other third parties.

18.6 Carve-outs. Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

18.7 Force majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, civil unrest, epidemic, government or regulatory action, currency controls, failure of banking or payment infrastructure, blockchain network failure, or internet or utility outage.

19. Claims Window

Any claim you have against Bachs arising out of or relating to a Transaction or the Services must be notified to us in writing within 45 days of the event giving rise to it.

20. Suspension and Termination

20.1 Term. This Agreement starts when you first access the Services and continues until terminated.

20.2 Termination by either party. Either party may terminate on 30 days' written notice. You may also terminate by closing your Merchant Account, subject to settling all outstanding obligations.

20.3 Suspension. We may suspend or restrict your Merchant Account, your access to the Services, or Settlement, immediately and without prior notice, where: we reasonably suspect fraud, money laundering, or illegal activity; you are in breach of this Agreement or the Acceptable Use Policy; we are required to do so by law, a regulator, a court, a scheme, or a payment provider; your Chargeback or refund rate exceeds applicable thresholds; or continued provision poses a risk to Bachs, its providers, its other customers, or the integrity of the Services.

20.4 Immediate termination by Bachs. We may terminate immediately where: you commit a material breach that is incapable of remedy, or fail to cure a remediable breach within 30 days of notice; we reasonably suspect fraud, illegal activity, or material non-compliance; your Chargeback or refund rate reaches the levels in Section 9.6; a scheme, acquirer, bank, regulator, or payment provider requires it; any representation or warranty you have given becomes materially false; your business falls outside the Acceptable Use Policy; or you become insolvent, cease trading, or enter administration, liquidation, or an equivalent process.

20.5 Closure with amounts outstanding. You may not terminate to avoid an investigation, a regulatory enquiry, or outstanding liabilities. Where you request closure while a negative balance, dispute, or investigation exists or is reasonably anticipated, all amounts owed become immediately due and we may continue to withhold Settlement until resolved.

20.6 Effect of termination. On termination: your access to the Services ends; processing ceases; and you must stop using Bachs marks and materials. Settlement of remaining balances is subject to the retention period in 20.7.

20.7 Retention after termination. We may retain Settlement proceeds and any Reserve for 120 days following the last processed Transaction, or until all known and reasonably anticipated Chargebacks, refunds, disputes, fines, and liabilities are resolved, whichever is later. Amounts retained are released net of deductions after final reconciliation.

20.8 Survival. Sections 7 (as to accrued amounts), 9, 11, 13, 15, 16, 17, 18, 19, 20.7, 21, 22, and 23 survive termination.

21. Legal Process, Court Orders, and Regulatory Requirements

If we are notified of a court order, garnishment, freezing order, regulatory direction, or other legal process affecting you or your Merchant Account, or if we otherwise reasonably believe we are required to act to comply with law or regulation, we may hold Settlement, place a Reserve or limitation on your account, freeze funds, or release funds as directed. We will decide in our sole discretion what action is required. Unless prohibited, we will notify you. We have no obligation to contest or appeal any such order or process. A hold, Reserve, or limitation imposed under this Section may remain in place for longer than 180 days.

22. Disputes

The parties will first attempt to resolve any dispute arising out of this Agreement amicably. Either party may escalate by written notice setting out the dispute and the resolution sought. If the dispute is not resolved within 30 days, it shall be referred to mediation at the Lagos Multi-Door Courthouse, Lagos, Nigeria. If mediation does not resolve the dispute, it shall be referred to a court of competent jurisdiction in Lagos, Nigeria.

No class action shall be valid against Bachs, except where applicable law prohibits the restriction of class actions.

23. Governing Law

This Agreement is governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, and you submit to the non-exclusive jurisdiction of the courts of Lagos State, Nigeria.

24. General

24.1 Entire agreement. This Agreement constitutes the entire agreement between the parties in respect of the Services and supersedes all prior agreements and understandings. Where a signed commercial agreement conflicts with these Terms, the commercial agreement prevails on pricing and these Terms prevail on all other matters.

24.2 Assignment. You may not assign, transfer, or subcontract your rights or obligations without our prior written consent. We may assign or transfer this Agreement, in whole or in part, including to an affiliate or in connection with a merger, acquisition, or sale of assets, without your consent.

24.3 Severability. If any provision is held invalid or unenforceable, it is severed or modified to the minimum extent necessary, and the remainder continues in full force.

24.4 No waiver. A failure or delay in enforcing any right is not a waiver of that or any other right.

24.5 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship.

24.6 No third-party rights. No person other than the parties has any right to enforce this Agreement.

24.7 Notices. Notices to Bachs must be in writing to support@bachs.io. Notices to you will be sent to the email address registered in your Merchant Account, and are deemed received on the next business day.

24.8 Language. This Agreement is drafted in English, which governs its interpretation.

24.9 Contact. Questions about these Terms: support@bachs.io. Fraud reports: support@bachs.io.

Bachs Technologies Limited
RC No. 9494536
Email: support@bachs.io · Tel: +234 816 460 3115