Terms & Conditions

DEFINITIONS 

1. INTRODUCTION

1.1. These terms and conditions, together with any documents they expressly incorporate by reference (collectively, these Terms) govern your access and use of Website https://useafri.com and its subdomains (collectively, Website) or using or downloading our mobile application (the PayAfriOne App), (both the Website and PayAfrione App collectively called the Platform) including any content, component, functionality and/or service offered on or through the Platform owned or controlled by PayAfrione Gh Ltd (the Company or PayAfriOne or “we” or “our” or “us”), whether as a guest or registered user of the Platform (a “user” or “User”). All references to “you" or “your,” as applicable, mean a user and/or the Person who accesses, uses and/or participates in Platform in any manner, and such Person’s heirs, assigns, and successors. 

1. 1.2. If you use Platform on behalf of an entity, “you” or “your,” as applicable, means that entity, its affiliates, and their respective directors, officers, employees, and agents.

2. 1.3. These Terms should be read together with our any policies, notices, or additional terms that PayAfriOne may make available to you from time to time.

2. ABOUT PayAfrione

2.1. PAYAFRIONE GH LIMITED, company number CS214341021, is a company registered in Ghana, and our registered office is at HN1 Yehans Crescent, Adjiringanor, Accra, Ghana. We operate the website useafri.com.  

2.2. To contact us, telephone our customer service team at +233556349823 or email us at info@afrione.co . 

2.3. We operate under the Applicable Law and are authorised and regulated by the Bank of Ghana.

3. ACCEPTANCE OF TERMS 

3.1. Registration on the Platform constitutes an acceptance of the Terms, and continued use of the Services after updates constitutes an acceptance of the amended Terms. 

3.2. By using or downloading the PayAfrione app or accessing or using the website, you indicate your acceptance of the following terms on your own behalf and on behalf of any organisation you represent. If you do not agree to these terms (or any updates to or modified versions thereof), you should discontinue use of the Platform immediately. 

3.3. You also understand and accept that by using the payment channel on the Platform to fund your wallet (AFRi account), you are agreeing to the conversion of one currency to another at the prevailing market rate of exchange as determined by PayAfrione from time to time. 

3.4. You also accept sole responsibility for confirming the prevailing market exchange rate before initiating the payment channel to your PayAfrione wallet. If you do not agree to these terms, please do not proceed with using the payment channel.

3.5. It is the duty of a User to regularly review these Terms, as use of the Platform is governed by the version of the Terms in effect on the date Platform is accessed by you. The Company may modify these Terms at any time and without prior notice. You should review the most current version of these Terms by visiting the Platform and clicking on the Terms and Conditions hyperlink.

4. ELIGIBILITY 

4.1. To register for and use the Platform, you must:

4.2. be at least eighteen (18) years of age;

4.3. possess the legal capacity to enter into a binding agreement under Applicable Law;

4.4. be a resident of, or otherwise eligible to access the Services in, a jurisdiction where PayAfrione makes the Services available;

4.5. provide accurate, complete and up-to-date information during registration and throughout your use of the Services;

4.6. successfully complete all identity verification, Know Your Customer (KYC), and other due diligence procedures required by PayAfrione; and

4.7. comply with these Terms and all Applicable Law.

5. ACCOUNTS

5.1. To access or use the Platform, Users will be required to create an Account at https://useafri.co or the PayAfrione App. 

5.2. You will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password), and you agree to ensure that you meet the eligibility criteria outlined in the Terms.

5.3. Users creating an Account on the Platform agree that: 

5.4. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process;

5.5. You are solely responsible for all activities that occur under your Account, password, and username; 

5.6. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your mobile device so that others may not access any password-protected portion of the Platform using your name, username, or password.

5.7. Unless expressly authorised in writing by PayAfriOne, each user may maintain only one (1) Account. 

5.8. PayAfrione may suspend, merge or close duplicate or fraudulent Accounts without prior notice.

5.9. A User must immediately notify PayAfrione of any unauthorised use of your Account, password, username or any other security breach affecting the Account on the Platform.

5.10. A User must not sell, transfer or assign their Account or any rights associated with the Account.

5.11. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms or any Applicable Law, then we may suspend or terminate your Account. 

5.12. We also reserve the right to terminate your Account or suspend or otherwise deny you access to it or its benefits, all in our sole discretion, for any reason, with or without advance notice and without liability. 

5.13. The Terms and any other documents, policies or agreements referenced or incorporated herein will continue to apply until terminated by either you or Company. If you choose to terminate your use of Platform, you may do so by contacting us by email or through the Platform. 

5.14. Once your use of the Platform is terminated, your ability to log in will be immediately deactivated. If you terminate your use of Platform, you will remain obligated to pay any outstanding fees, if any, relating to your use of Platform or as a result of any other agreements that you may have with Company or its Affiliates. 

5.15. If you have any questions or trouble terminating the use of the Platform, you can contact us by email or through the Platform. The Company may continue to maintain information about a customer after their use of Platform is terminated, only to the extent necessary to comply with Applicable Laws and to further legitimate business needs. 

5.16. The PayAfrione App is intended to be a supplement, not a replacement for your Account. All agreements and disclosures that you have entered into in connection with or that apply to your Account with Company and every current and future affiliate of Company also apply to the PayAfrione App and your use thereof.

6. GOLD-BACKED WALLET 

6.1. The PayAfriOne Gold Backed Wallet enables Users to hold AFRi, a digital representation of value that is backed by physical gold held in custody by or on behalf of PayAfriOne through one or more licensed custodians.

6.2. Each 1 AFRi represents the equivalent of one United States Dollar (USD 1.00) worth of physical gold, determined at the applicable gold price at the time of acquisition or redemption, in accordance with PayAfriOne's valuation methodology.

6.3. PayAfriOne shall use reasonable efforts to ensure that the total value of the physical gold held in custody is at least equal to the aggregate value of AFRi issued and outstanding.

6.4. The physical gold backing AFRi may be stored in one or more secure vaults maintained by licensed custodians in such jurisdictions as PayAfriOne may determine from time to time.

6.5. The value of AFRi is determined by reference to the prevailing market price of gold and may be affected by fluctuations in the price of gold and applicable foreign exchange rates.

6.6. Upon redemption, Users shall receive the fiat currency equivalent of the redeemed AFRi based on the applicable gold valuation and the exchange rate displayed on the Platform at the time the redemption request is processed, less any applicable fees disclosed by PayAfriOne.

6.7. Unless expressly stated otherwise by PayAfriOne, Users do not acquire legal title to or ownership of any specific bar, quantity or identifiable portion of physical gold. Users have only the rights expressly provided under these Terms in respect of AFRi.

7. FUNDING WALLETS

7.1. You can fund your PayAfrione wallet using your local currency by following the instructions provided to complete the purchase through our Platform.

8. WITHDRAWALS

8.1. You can withdraw from your PayAfrione wallet into a bank account or mobile money account in your local currency of choice by following the instructions provided on the Platform.

8.2. Withdrawals to a mobile money account are typically processed instantly. However, processing times may vary and, in some cases, may take longer due to the operating procedures, system availability, or processing times of the relevant mobile network operator or other Third-Party service providers.

8.3. Withdrawals to a bank account are generally processed within three (3) to five (5) Business Days. Actual receipt of funds is subject to the processing times, operating procedures, and requirements of the receiving bank and any intermediary payment service providers.

8.4. While PayAfrione will use reasonable efforts to process withdrawal requests promptly, it shall not be liable for delays caused by mobile network operators, banks, payment systems, regulatory requirements, Force Majeure events, or any circumstances beyond its reasonable control, provided that PayAfrione has processed the withdrawal request in accordance with these Terms.

9. PEER TO PEER TRANSFERS 

9.1. Peer-to-Peer Transfers are final and irrevocable once successfully processed. Users are solely responsible for ensuring that the recipient’s details are accurate before authorising a transfer.

9.2. PayAfrione shall not be liable for any losses arising from a transfer made to an incorrect recipient due to inaccurate or incomplete information provided by a User, except where such loss results from PayAfrione's error, fraud, gross negligence, or as otherwise required by Applicable Law.

10. FEES 

10.1. PayAfrione reserves the right to introduce, amend, vary or discontinue fees, charges or commissions applicable to the Services at any time. Any such changes will be communicated to you through the Platform or by other reasonable means before taking effect, where required by Applicable Law.

11. EXCHANGE RATES

11.1. Where a transaction involves the conversion of one currency or digital asset into another, PayAfrione shall determine the applicable exchange rate in accordance with its pricing methodology in effect at the time the transaction is processed.

11.2. The exchange rate applied to a transaction may differ from publicly quoted or interbank exchange rates and may include a spread, margin, conversion fee, or other charges, which shall be disclosed to you before you authorise the transaction, where required by Applicable Law.

11.3. Unless otherwise expressly stated, the applicable exchange rate shall be the rate displayed on the Platform at the time you authorise the transaction. By confirming the transaction, you agree to the exchange rate and any applicable fees disclosed to you.

11.4. Exchange rates are subject to market fluctuations and may change at any time before a transaction is completed. PayAfrione does not guarantee the availability of any particular exchange rate.

11.5. Where a transaction cannot be completed or is reversed after a currency conversion has occurred, any refund or reversal may be processed using the prevailing exchange rate at the time of the refund or reversal, and PayAfrione shall not be responsible for any loss resulting solely from fluctuations in exchange rates.

12. KYC AND IDENTITY VERIFICATION

12.1. To comply with Applicable Law, including anti-money laundering, counter-terrorist financing, sanctions, fraud prevention and customer due diligence obligations, PayAfrione requires you to complete identity verification before opening, accessing or continuing to use an Account or any part of the Services.

12.2. You agree to provide accurate, complete and up-to-date information and documentation requested by PayAfrione for identity verification, customer due diligence, enhanced due diligence, ongoing monitoring or regulatory compliance purposes. You shall promptly notify PayAfrione of any material change to such information.

12.3. You authorise PayAfrione to verify your identity and the information you provide using third-party identity verification providers, credit reference agencies (where applicable), public records, government databases, biometric verification technologies and any other lawful sources of information.

12.4. PayAfrione may conduct ongoing customer due diligence and transaction monitoring throughout the duration of your relationship with PayAfrione and may request additional information or documentation at any time to satisfy its legal or regulatory obligations.

12.5. Without limiting any other rights under these Terms, PayAfrione may refuse to establish a business relationship, decline to process any transaction, suspend, restrict or terminate your Account where:

(a) you fail or refuse to provide the requested information or documentation; 

(b) PayAfrione is unable to verify your identity to its satisfaction; 

(c) the information you provided is false, inaccurate, misleading or incomplete; 

(d) PayAfrione reasonably suspects fraud, money laundering, terrorist financing, sanctions evasion or any other unlawful activity; or 

(e) PayAfrione is required to do so by Applicable Law or a Competent Authority. 

12.6. You authorise PayAfrione to collect, use, retain and disclose your personal information to its Affiliates, service providers, regulators, law enforcement agencies, financial institutions, identity verification providers and other Competent Authority where reasonably necessary for identity verification, fraud prevention, regulatory compliance or as otherwise permitted or required by Applicable Law. 

12.7. PayAfrione may monitor, review and record activity on the Platform, including login activity, transactions and communications, for security, fraud prevention, regulatory compliance, quality assurance and operational purposes. You acknowledge and consent to such monitoring and recording to the extent permitted by Applicable Law.

12.8. PayAfrione may record telephone calls, video calls, live chats, emails and other communications with you for training, quality assurance, dispute resolution, fraud prevention, regulatory compliance and evidential purposes.

12.9. PayAfrione may disclose information relating to your Account or your use of the Services where required or permitted by Applicable Law, including in response to a court order, subpoena, regulatory request, law enforcement request or other lawful direction issued by a Competent Authority.

12.10. PayAfrione may retain records relating to your identity, Account and transactions for such period as is required under Applicable Law, regulatory requirements or its internal record retention policies.

12.11. You acknowledge that PayAfrione may screen you, your transactions, your counterparties and any beneficial owners against sanctions lists, watchlists and politically exposed person (PEP) databases and may refuse or delay transactions where required by Applicable Law or internal risk management policies.

12.12. PayAfrione may require you to provide information regarding the source of funds, source of wealth or purpose of any transaction and may refuse to process a transaction until such information has been provided and verified to PayAfrione's reasonable satisfaction. 

12.13. Where PayAfrione delays, declines, freezes or reports a transaction to comply with Applicable Law or regulatory obligations relating to anti-money laundering, counter-terrorist financing, sanctions or fraud prevention, PayAfrione shall not be obliged to disclose the reasons for such action where doing so would be prohibited by law or would prejudice any investigation or regulatory process.

13. The Company reserves the right to view, monitor, and record activity on our sites without notice to or permission from you. 

14. AML/CFT COMPLIANCE 

1. PayAfrione is committed to complying with all applicable anti-money laundering, counter-terrorist financing, counter-proliferation financing, sanctions and financial crime laws, regulations and regulatory requirements, including those issued by the Bank of Ghana, the Financial Intelligence Centre and any other Competent Authority.

2. PayAfrione may monitor transactions, accounts and customer activity for the purpose of detecting, investigating and preventing fraud, money laundering, terrorist financing, sanctions evasion and other unlawful or prohibited activities. 

3. PayAfrione may, without prior notice, refuse, delay, suspend, block, reverse or cancel any transaction, or suspend, restrict or terminate your Account where PayAfrione reasonably believes that such action is necessary to:

(a) comply with Applicable Law or regulatory requirements;

(b) comply with sanctions obligations;

(c) prevent fraud or financial crime; 

(d) investigate suspicious or unusual activity; or 

(e) protect PayAfrione, its Users or the financial system.

4. You represent and warrant that: 

(a) you are not subject to any applicable sanctions or trade restrictions; 

(b) you will not use the Services for any unlawful purpose or in connection with money laundering, terrorist financing, proliferation financing, fraud or any other criminal activity;

(c) all funds and digital assets used through the Platform are derived from lawful sources; and 

(d) you will not use the Services in a manner that causes PayAfrione to breach Applicable Law.

5. PayAfrione may report any transaction, activity or information to any competent regulatory authority, law enforcement agency or financial intelligence unit where required or permitted by Applicable Law. 

6. Where PayAfrione takes any action under this clause to comply with Applicable Law, it shall not be liable for any resulting delay, loss or inconvenience. 

7. PayAfrione shall not be required to disclose the reasons for delaying, declining, blocking, freezing or reporting any transaction where such disclosure would be prohibited by Applicable Law or would prejudice an investigation or regulatory process.

15. ACCEPTABLE USE

15.1. In connection with your use of the Platform, you agree and represent that you will not engage in any Prohibited Activities (as defined below). 

15.2. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any Applicable Law, or governmental request.

15.3. We reserve the right to cancel and/or suspend your Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with or engaging in Prohibited Activities. 

15.4. Without limitation, you agree not to do any of the following:

(a) use the Services for any unlawful, fraudulent, deceptive or criminal purpose, including money laundering, terrorist financing, sanctions evasion, tax evasion, bribery, corruption or any other financial crime; 

(b) provide false, inaccurate, incomplete or misleading information to PayAfrione or impersonate another Person or entity; 

(c) use another person's Account, Security Credentials or identity, or permit another person to access or use your Account without PayAfrione's prior written approval; 

(d) use the Services in a manner that infringes the Intellectual Property, privacy or other legal rights of any Person; 

(e) attempt to gain unauthorised access to the Platform, any Account, computer system, network, database or infrastructure used in connection with the Services; 

(f) introduce, upload, transmit or distribute any virus, malware, ransomware, malicious code or other harmful software designed to interfere with or damage the Platform or the Services; 

(g) interfere with, disrupt, overload, reverse engineer, decompile, circumvent or compromise the security, integrity or operation of the Platform or any related systems; 

(h) use any automated means, including bots, scripts, crawlers or scraping tools, to access the Platform without PayAfrione's prior written consent; 

(i) use the Services to process transactions involving illegal goods or services or any goods or services prohibited under Applicable Law or PayAfrione's Acceptable Use Policy; 

(j) use the Services in a manner that causes or is likely to cause PayAfrione to breach any Applicable Law;

(k) engage in any activity that is fraudulent, abusive, deceptive, manipulative or otherwise intended to circumvent PayAfrione's risk management, compliance or security controls; 

(l) refuse or fail to provide information or documentation reasonably requested by PayAfrione for KYC, AML/CFT, sanctions screening or other regulatory compliance purposes; 

(m) attempt to circumvent any transaction limits, account restrictions or other controls imposed by PayAfrione; 

(n) use the Services in any manner that could damage, disable, overburden or impair the Platform or interfere with another user's access to or use of the Services; or 

(o) engage in any other activity that PayAfrione reasonably determines presents legal, regulatory, financial, operational or reputational risk to PayAfrione, its users or the integrity of the Services. 

(p) use the Services to transmit, receive, exchange or facilitate transactions involving proceeds of crime, sanctioned persons or jurisdictions, ransomware payments, darknet marketplaces or any activity prohibited under applicable anti-money laundering, counter-terrorist financing or sanctions laws.

(collectively, the Prohibited Activities).

16. THIRD PARTY SERVICE PROVIDERS 

16.1. The Services may integrate with or rely upon products, services, platforms, systems or infrastructure provided by third parties, including banks, payment service providers, mobile network operators, digital asset service providers, card schemes, payment processors, identity verification providers, cloud service providers and other technology providers (Third-Party Service(s)).

16.2. Your use of any Third-Party Services may be subject to the terms and conditions and privacy policies of the relevant third-party provider. PayAfrione is not a party to any agreement between you and such third-party provider unless expressly stated otherwise.

16.3. PayAfrione does not own or control Third-Party Services and does not warrant or guarantee their availability, security, accuracy, quality, functionality or uninterrupted operation.

16.4. To the fullest extent permitted by Applicable Law, PayAfrione shall not be liable for any loss, delay, interruption, failure, error or damage arising from:

(a) the acts or omissions of any Third-Party provider; 

(b) the failure, unavailability or disruption of any Third-Party Service; 

(c) delays in processing payments or transactions caused by banks, payment processors, mobile money operators or other financial institutions; 

(d) failures of telecommunications networks, internet service providers, cloud infrastructure or other technology providers; or 

(e) any suspension, restriction or termination of a Third-Party Service.

16.5. PayAfrione may add, remove, replace or change any Third-Party Service used in connection with the Services at any time where reasonably necessary for operational, commercial, security or regulatory reasons.

17. AVAILABILITY 

17.1. PayAfrione will use reasonable efforts to make the Platform and the Services available on a continuous basis. However, the Platform and the Services are provided on an "as available" and "as is" basis, and PayAfrione does not warrant or guarantee that the Platform or the Services will be available, uninterrupted, secure or error-free at all times. 

17.2. PayAfrione may suspend, restrict or interrupt access to all or any part of the Platform or the Services from time to time without prior notice where reasonably necessary to:

(a) perform scheduled or emergency maintenance; 

(b) implement upgrades, updates, patches or new functionality; 

(c) investigate or resolve security incidents or technical issues; 

(d) protect the integrity, security or stability of the Platform; 

(e) comply with Applicable Law, regulatory requirements or the directions of a Competent Authority; or 

(f) prevent fraud, financial crime or unauthorised use of the Services.

17.3. The availability of the Services may depend on Third-Party systems and infrastructure, including banks, payment service providers, mobile network operators, telecommunications networks, internet service providers, cloud infrastructure providers, blockchain networks (where applicable), and other technology providers. PayAfrione shall not be responsible for any delay, interruption or unavailability of the Services resulting from the failure or unavailability of such Third-Party systems.

17.4. You are responsible for ensuring that you have compatible devices, internet connectivity, telecommunications services and any other equipment necessary to access and use the Platform. PayAfrione shall not be responsible for any inability to access the Services resulting from your equipment, software, internet connection or telecommunications services.

17.5. PayAfrione will use reasonable efforts to provide advance notice of scheduled maintenance where practicable. However, emergency maintenance or security-related actions may be undertaken without prior notice.

17.6. Subject to Applicable Law, PayAfrione shall not be liable for any loss, damage, delay or inconvenience arising from any temporary suspension, interruption, degradation, unavailability or failure of the Platform or the Services, except where such loss results directly from PayAfrione's fraud, gross negligence or wilful misconduct.

17.7. PayAfrione may modify, enhance, discontinue or replace any feature, functionality or component of the Platform or the Services at any time were reasonably necessary for operational, commercial, security or regulatory reasons. Where such changes materially affect your use of the Services, PayAfrione will provide reasonable notice where practicable.

18. USER RESPONSIBILITIES 

18.1. You are responsible for ensuring the safety of your Account. 

18.2. We recommend that you use appropriate, up-to-date security software and definitions to reduce the risk that your system will be susceptible to unauthorised access and intrusion. 

18.3. You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities. 

18.4. You agree that neither Company nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss arising as a result of your failure to keep your Account (including login and password details) secure, or from any unauthorised access to your Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version. 

18.5. We will take reasonable steps consistent with our legal duties to protect your Account and secure it. However, we are not liable for security breaches that may occur where we have complied with those obligations.

19. RISK ACKNOWLEDGMENT 

19.1. The Services involve financial transactions and, where applicable, dealings in currencies, virtual assets, gold-backed products and other digital financial products, each of which may involve financial, technological, operational and regulatory risks.

19.2. You acknowledge and agree that:

(a) the value of currencies, virtual assets, gold-backed products and other digital assets may fluctuate, and past performance is not indicative of future performance;

(b) exchange rates and market prices may change between the time a transaction is initiated and the time it is completed; 

(c) transactions may be delayed, suspended or cancelled due to market conditions, technical failures, network congestion (where applicable), banking delays, mobile network interruptions, regulatory requirements or other circumstances beyond PayAfrione's reasonable control; 

(d) legislative, regulatory or governmental actions may affect the availability, legality or value of certain Services or products offered through the Platform; and 

(e) no investment, financial, legal, tax or other professional advice is provided through the Platform unless expressly stated otherwise.

19.3. You are solely responsible for evaluating the risks associated with your use of the Services and for determining whether any transaction is appropriate in light of your personal or business circumstances.

19.4. Except where required by Applicable Law, PayAfrione does not guarantee any profit, investment return, appreciation in value, exchange rate, market price or financial outcome arising from your use of the Services.

20. TAXES

20.1. You are solely responsible for determining, reporting and paying any taxes, duties, levies, withholding taxes or other governmental charges arising from your use of the Services or any transaction conducted through the Platform, to the extent such taxes are imposed on you by Applicable Law.

20.2. Unless otherwise required by Applicable Law, PayAfriOne shall bear any taxes, duties, levies or other governmental charges applicable to the fees it charges for the Services. Users shall not be required to pay any additional amount in respect of such taxes.

20.3. PayAfrione may deduct, withhold or remit taxes where required by Applicable Law or pursuant to a lawful direction issued by a Competent Authority.

20.4. You acknowledge that PayAfrione does not provide tax advice. You are responsible for obtaining independent tax advice regarding the tax consequences of your use of the Services.

21. NO INVESTMENT ADVICE

21.1. Nothing contained on the Platform or provided through the Services constitutes investment, financial, legal, accounting or tax advice, or a recommendation to buy, sell or hold any currency, virtual asset, gold-backed product or other financial product. Any decision to use the Services or enter into a transaction is made solely at your own discretion and risk.

22. INTELLECTUAL PROPERTY 

22.1. The Platform, the Services, and all content made available through them, including all software, text, graphics, images, logos, icons, trademarks, service marks, trade names, designs, databases, audio, video, interfaces and other materials (collectively, the Content) are owned by or licensed to PayAfrione and are protected by applicable Intellectual Property laws.

22.2. Subject to your compliance with these Terms, PayAfrione grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform solely for your personal or internal business use in connection with the Services.

22.3. Except as expressly permitted under these Terms or by Applicable Law, you shall not copy, reproduce, modify, adapt, publish, distribute, transmit, display, perform, sell, license, reverse engineer, decompile, create derivative works from, or otherwise exploit any part of the Platform, the Services or the Content without the prior written consent of PayAfrione.

22.4. You may download, print or retain copies of transaction records, account statements or other materials made available to you through the Platform solely for your personal or internal business records, provided that all copyright, trademark and other proprietary notices remain intact.

22.5. All trademarks, service marks, trade names, logos and branding appearing on the Platform that are owned by third parties remain the property of their respective owners. Any reference to or display of such third-party intellectual property is for identification or compatibility purposes only and does not imply any endorsement, sponsorship, affiliation or partnership between PayAfrione and the relevant third party unless expressly stated.

22.6. Nothing contained in these Terms or on the Platform shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark, logo, trade name or other intellectual property belonging to PayAfrione or any third party without the prior written permission of the relevant owner.

22.7. Any application programming interfaces (APIs), software development kits (SDKs), documentation or other developer resources made available by PayAfrione remain the exclusive property of PayAfrione or its licensors and may only be used in accordance with any applicable licence terms or developer documentation issued by PayAfrione.

23. DATA PROTECTION

23.1. The User acknowledges and agrees that PayAfrione shall collect, use, process, store, transfer and disclose Personal Information in accordance with the Data Protection Act, 2012 (Act 843), any applicable regulations or guidelines issued by the Data Protection Commission of Ghana, and PayAfrione's Privacy Policy, as may be amended from time to time.

23.2. By using the Services, you acknowledge that PayAfrione may collect and process your Personal Information for purposes including but not limited to;

(a) providing and improving the Services; 

(b) verifying your identity and conducting customer due diligence and KYC checks; 

(c) complying with anti-money laundering, counter-terrorist financing, sanctions screening and other legal and regulatory obligations; 

(d) preventing fraud, financial crime and unauthorised transactions; 

(e) processing transactions and facilitating payments; 

(f) communicating with you regarding your Account or the Services; and 

(g) any other purpose permitted or required under Applicable Law.

23.3. PayAfrione may disclose your Personal Information where reasonably necessary to: 

(a) its Affiliates; 

(b) banks, payment service providers, mobile network operators, digital asset service providers and other financial institutions; 

(c) identity verification, fraud prevention, cybersecurity and technology service providers; 

(d) professional advisers, lawyers, auditors and insurers; 

(e) law enforcement agencies, courts, regulators, governmental authorities or any other competent authority; or 

(f) any other third party where such disclosure is necessary to provide the Services or is required or permitted by Applicable Law.

23.4. Where Personal Information is shared with Third Parties, PayAfrione shall take reasonable steps to ensure that such Third Parties are subject to appropriate obligations of confidentiality and data protection consistent with Applicable Law.

23.5. Users represent and warrant that any Personal Information you provide to PayAfrione is accurate and, where you provide Personal Information relating to another individual, that you have obtained all necessary consents or have another lawful basis for providing such information.

23.6. Nothing in these Terms shall prevent PayAfrione from retaining Personal Information where retention is required by Applicable Law, including record-keeping obligations relating to anti-money laundering, counter-terrorist financing, taxation or financial services regulation.

24. COMMUNICATIONS AND NOTICES

24.1. Users agree that PayAfrione may communicate electronically in connection with the Account, the Services and these Terms.

24.2. Communication may be provided by any of the following means:

(a) Electronic mail (email); 

(b) Short message system (SMS); 

(c) Push notifications on the Platform; 

(d) In-application notifications; 

(e) Publications on the Platform; 

(f) Telephone calls;  

(g) and any other electronic means that PayAfrione utilises.

24.3. Users acknowledge and agree that electronic communications satisfy any legal requirement that communications be made in writing.

24.4. Users are responsible for ensuring that their email address, mobile telephone number and other contact details registered with PayAfrione are accurate, complete and kept up to date. PayAfrione shall not be liable for any loss arising from your failure to maintain accurate contact information.

24.5. Unless otherwise required by Applicable Law, a communication shall be deemed to have been received:

(a) immediately upon delivery through the Platform or by push notification; 

(b) when successfully transmitted by SMS; 

(c) when sent to the email address registered to your Account, provided that no delivery failure notification has been received by PayAfrione; or 

(d) immediately upon publication on the Platform or Website where the communication relates generally to the Services or all users. 

24.6. PayAfrione may use Electronic Communications to send:

(a) transaction confirmations;

(b) security alerts; 

(c) one-time passwords (OTPs); 

(d) fraud notifications;

(e) account statements; 

(f) changes to these Terms or the Services; 

(g) regulatory disclosures; and 

(h) any other information relating to your use of the Services.

24.7. You acknowledge that certain communications, including one-time passwords, transaction authentication requests, fraud alerts and account security notifications, are essential to the provision of the Services. You may not opt out of receiving such communications while your Account remains active.

24.8. Users acknowledge that electronic communications may not always be secure and that PayAfrione cannot guarantee the security or uninterrupted delivery of communications transmitted over public telecommunications or internet networks.

24.9. Marketing communications will only be sent where permitted by Applicable Law. You may opt out of receiving marketing communications at any time; however, you will continue to receive communications necessary for the operation of your Account, the provision of the Services, fraud prevention, security and compliance with Applicable Law.

24.10. Any notice from you to PayAfrione under these Terms must be sent to the contact details published on the Platform or otherwise notified by PayAfrione from time to time and shall only be deemed received when acknowledged by PayAfrione.

25. SUSPENSION AND TERMINATION

25.1. PayAfrione may refuse to execute, suspend, delay, cancel or reverse any transaction where it reasonably believes that the transaction may breach Applicable Law, regulatory requirements, sanctions obligations, anti-money laundering or counter-terrorist financing requirements, or where PayAfrione reasonably suspects fraud or financial crime. PayAfrione shall not be liable for any loss arising from such action taken in good faith.

25.2. PayAfrione may, at any time and without prior notice, where reasonably necessary, suspend, restrict, freeze, limit access to, or terminate your Account or your access to all or part of the Services if PayAfrione reasonably believes that:

(a) a User has breached these Terms; 

(b) a User provided Information that is false, inaccurate, incomplete or misleading; 

(c) a User Account has been, or is reasonably suspected to have been, used for fraud, money laundering, terrorist financing, sanctions evasion, cybercrime or any other unlawful activity; 

(d) the security of an Account or the Platform has been compromised or is reasonably suspected to have been compromised; 

(e) a User Account has been accessed or is being used without authorisation; 

(f) PayAfrione is required to do so by Applicable Law or Competent Authority; 

(g) a User fails to provide information or documentation requested for customer due diligence, KYC, enhanced due diligence, sanctions screening or other regulatory compliance purposes within the required timeframe; 

(h) a User’s continued use of the Services exposes PayAfrione, other Users or third parties to unacceptable legal, financial, regulatory, operational or reputational risk; 

(i) PayAfrione reasonably considers such suspension or termination necessary to protect the integrity, security or proper operation of the Platform or Services; or 

(j) PayAfrione discontinues or materially changes the Services.

25.3. Where reasonably practicable and not prohibited by law or regulatory requirements, PayAfrione will notify a User of the suspension, restriction or termination and, where appropriate, the reasons for such action.

25.4. During any period of suspension, PayAfrione may:

(a) refuse to process transactions; 

(b) restrict deposits or withdrawals; 

(c) freeze funds where required by Applicable Law; 

(d) request additional information or documentation before restoring access to the Account.

25.5. A User may terminate their Account at any time, provided that: 

(a) all pending transactions have been completed or cancelled;

(b) all fees, charges and liabilities have been settled; 

(c) there are no pending investigations, disputes or legal restrictions affecting the Account

25.6. Upon termination of a User Account:

(a) A User’s right to use the Services shall immediately cease;

(b) PayAfrione may cancel any pending transactions that have not become irrevocable;

(c) PayAfrione may retain User funds for as long as reasonably necessary to comply with Applicable Law, regulatory requirements, or to resolve disputes, chargebacks, investigations or claims;

(d) subject to Applicable Law, any remaining available balance shall be transferred to a bank account or other payment method verified by PayAfrione after deduction of any outstanding fees, charges or liabilities owed by a User.

25.7. Suspension or termination of your Account shall not affect:

(a) any rights or obligations accrued before the date of suspension or termination;

(b) any transaction that became final or irrevocable before suspension or termination; 

(c) PayAfrione's rights to recover outstanding amounts owed by a User; or 

(d) any provision of these Terms that is intended, expressly or by implication, to survive termination. 

25.8. PayAfrione shall not be liable for any loss arising solely from the suspension, restriction or termination of your Account where such action is taken in accordance with these Terms, or Applicable Law.

26. SURVIVAL

26.1. The provisions relating to fees, payment obligations, intellectual property, confidentiality, privacy and data protection, indemnity, limitation of liability, dispute resolution, governing law, record retention and any other provisions which by their nature are intended to survive shall continue in full force and effect following the suspension, termination or expiry of these Terms.

27. LIMITATION OF LIABILITY

27.1. Notwithstanding anything on the contrary contained in these Terms, and to the fullest extent permitted by Applicable Law, PayAfrione shall not be liable for any loss, damage, liability, claim, cost or expense (including any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenue, goodwill, business opportunities, anticipated savings, contracts, data or business interruption) arising directly or indirectly from:

(a) User’s breach of these Terms or any Applicable Law;

(b) User’s misuse of the Services or Platform;

(c) any error, omission, inaccuracy or fraudulent instruction made by you, including the provision of incorrect account details, wallet addresses, bank account details, mobile money numbers or other payment information;

(d) any transaction authorised by you or initiated using your Account, security credentials or device, unless such transaction resulted solely from PayAfrione's fraud, gross negligence or wilful misconduct;

(e) any unauthorised access to your Account resulting from your failure to keep your login credentials, passwords, authentication codes, device or other security credentials secure;

(f) any delay, interruption, suspension or failure of the Services caused by a Force Majeure Event;

(g) any delay, failure or interruption caused by banks, mobile network operators, payment processors, blockchain networks, card schemes, telecommunications providers, internet service providers, cloud service providers or any other third-party infrastructure or service providers over which PayAfrione has no direct control;

(h) scheduled maintenance, emergency maintenance, software upgrades or any temporary suspension of the Services;

(i) any virus, malware, ransomware, denial-of-service attack, hacking, cyberattack or other malicious activity affecting systems outside PayAfrione's reasonable control;

(j) fluctuations in exchange rates, digital asset values, or market conditions;

(k) the rejection, reversal, delay, freezing or blocking of any transaction required by Applicable Law, or the directions of any Competent Authority;

(l) any act or omission of a third party, including any merchant, beneficiary, sender, recipient or financial institution;

(m) your reliance on any information, estimates or materials made available through the Platform, unless expressly stated by PayAfrione to constitute professional advice; or

(n) any suspension, restriction or closure of your Account carried out in accordance with these Terms or as required by Applicable Law.

27.2. To the fullest extent permitted by Applicable Law, Pay AfriOne's aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount of fees paid by you to Pay AfriOne during the six (6) months immediately preceding the event giving rise to the claim.

27.3. Nothing in these Terms shall exclude or limit PayAfrione's liability for:

(a) fraud or fraudulent misrepresentation;

(b) wilful misconduct or gross negligence;

(c) death or personal injury caused by its negligence, where such liability cannot lawfully be excluded; or

(d) any liability that cannot be excluded or limited under Applicable Law.

27.4. Users shall take all reasonable steps to mitigate any loss or damage that they may suffer in connection with their use of the Services. PayAfrione shall not be liable for any loss or damage to the extent that such loss or damage could reasonably have been avoided or mitigated by the User.

28. INDEMNITY 

28.1. Users agree to indemnify, defend, and hold harmless PayAfrione, its affiliates, directors, officers, employees, agents, contractors, licensors, and service providers from and against any and all losses, liabilities, damages, claims, actions, proceedings, penalties, fines, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with:

(a) your breach of these Terms or any policy incorporated into these Terms by reference;

(b) your misuse of the Services or the Platform; 

(c) any fraud, fraudulent transaction, criminal activity, money laundering, terrorist financing, sanctions violation, or other unlawful act committed by you or through your Account; 

(d) any inaccurate, false, misleading, or incomplete information provided by you to PayAfrione; 

(e) your violation of any Applicable Law, or the rights of any third party in connection with your use of the Services; or 

(f) any claim, demand, investigation, or proceeding brought by a third party or a regulatory authority arising from your acts or omissions in connection with your use of the Services.

28.2. User indemnity obligations under this clause shall not apply to the extent that any loss, liability, damage, claim, cost, or expense arises directly from the fraud, gross negligence, willful misconduct, or material breach of these Terms by PayAfrione.

28.3. PayAfrione reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify PayAfrione. You agree to cooperate fully with PayAfrione in the defence or settlement of any such matter.

28.4. The indemnities contained in this clause shall survive the suspension, termination, or expiry of your Account and these Terms.

29. DISPUTE RESOLUTION 

29.1. The courts of Ghana shall have jurisdiction to settle any disputes arising in connection with this Agreement.

30. GOVERNING LAW

30.1. This Agreement shall be governed by and construed in accordance with the laws of Ghana.

31. AMENDMENTS 

31.1. PayAfrione reserves the right to amend the specification of the Services and this Agreement if required by any Applicable Law or if required for the nature or quality of the Services.

32. FORCE MAJEURE 

32.1. Neither Party shall be liable for any delay in performing, or failure to perform, any of its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event.

32.2. A Party affected by a Party affected by a Force Majeure Event shall:

(a) notify the other Party as soon as reasonably practicable of the nature and expected duration of the Force Majeure Event;

(b) use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable; and

(c) continue to perform those obligations that are not affected by the Force Majeure Event.

32.3. During the continuance of a Force Majeure Event, the obligations of the affected Party that are prevented or delayed by the Force Majeure Event shall be suspended for the duration of the Force Majeure Event.

32.4. PayAfrione shall not be liable for any loss, damage, delay, interruption, or failure in the provision of the Services arising directly or indirectly from a Force Majeure Event, including any interruption to payment systems, banking infrastructure, telecommunications networks, internet services, or services provided by third-party providers that results from a Force Majeure Event.

32.5. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents either Party from performing its obligations under these Terms, either Party may terminate these Terms by giving written notice to the other Party, without liability for such termination, except in respect of any rights or obligations that accrued before the effective date of termination.

32.6. Nothing in this clause shall excuse either Party from complying with any mandatory obligations imposed by Applicable Law to the extent that such obligations can reasonably be performed despite the Force Majeure Event.

33. ENTIRE AGREEMENT 

33.1. This Agreement represents the entire understanding and constitutes the entire Agreement in relation to its subject matter and supersedes any previous agreements, representations, negotiations or understandings, whether oral or in writing.

34. SEVERABILITY 

34.1. If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement shall remain in full force and effect and shall not in any way be impaired.

35. ASSIGNMENT 

35.1. PayAfriOne may assign, transfer, delegate, novate, or otherwise deal with any of its rights or obligations under these Terms to any affiliate, successor, or third party. Where required by Applicable Law, or where such assignment materially affects your rights or obligations, PayAfrione will provide you with reasonable notice through the Platform or by other appropriate means.

35.2. Users may not assign, transfer, delegate, or otherwise dispose of any of their rights or obligations under these Terms without the prior written consent of PayAfrione. Any attempted assignment or transfer in breach of this clause shall be void to the extent permitted by Applicable Law.

36. COMPLAINTS 

36.1. All Complaints shall be handled in accordance with our policies at PayAfrione.