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This Merchant Services Agreement is between Wahya Core Technologies Limited ("Wahya") and the merchant, business, or organization that applies for or uses Wahya's merchant-facing services ("Merchant").
The purpose of this Agreement is to set out the terms on which Wahya may provide Merchant with access to platform tools, checkout experiences, payment orchestration, onboarding support, merchant dashboards, notifications, and related services.
Wahya provides a technology platform that may connect Merchant activity to licensed partners, processors, banks, acquiring institutions, or other regulated financial institutions. Some regulated payment, settlement, custody, or reporting functions may be performed by those institutions rather than directly by Wahya.
Nothing in this Agreement should be interpreted as a representation that Wahya independently performs every regulated financial function involved in Merchant's service flow.
Merchant represents and warrants that:
• it is duly organized, validly existing, and authorized to conduct its business;
• the person accepting this Agreement has authority to bind Merchant;
• all information provided to Wahya is accurate, complete, and not misleading; and
• Merchant will promptly notify Wahya of any material change to its ownership, control, business model, address, products, services, or risk profile.
Wahya may require Merchant to provide business registration records, beneficial ownership information, tax information, bank account details, identity documents, website or app details, customer-service information, refund policies, delivery policies, or any other information reasonably required for KYB, fraud prevention, partner onboarding, or compliance review.
Merchant is responsible for maintaining the confidentiality and security of its credentials, devices, API keys, dashboards, and access methods. Merchant is responsible for all activity conducted through its account unless and until compromise is reported and Wahya has had a reasonable opportunity to respond.
Wahya may issue, rotate, suspend, or revoke credentials, keys, or access methods where needed for security, compliance, or operational reasons.
Subject to approval, Wahya may provide Merchant with access to one or more of the following:
• payment links, checkout, or collection tools;
• merchant dashboards and reporting;
• transaction notifications or webhooks;
• installment-enabled purchase support where offered;
• merchant onboarding and support services; and
• related APIs, integrations, or operational tools.
Service availability may depend on Merchant category, risk profile, partner support, geography, technical readiness, and compliance status.
Merchant agrees to:
• use Wahya only for lawful and authorized business purposes;
• provide accurate onboarding and ongoing compliance information;
• cooperate with KYB, fraud, sanctions, AML, and partner reviews;
• maintain clear customer-facing refund, cancellation, delivery, and support disclosures;
• respond promptly to customer complaints, chargeback inquiries, and fraud investigations;
• maintain appropriate security controls over its website, app, systems, staff, and credentials;
• notify Wahya promptly of suspicious activity, security incidents, or material business changes; and
• comply with applicable law, partner requirements, payment-scheme rules where relevant, and this Agreement.
Merchant must not use Wahya for:
• unlawful goods or services;
• fraud, deception, impersonation, or abusive conduct;
• sanctions evasion, money laundering, terrorist financing, or related activity;
• products or services that Wahya or its partners classify as prohibited or unsupported; or
• any activity that creates unacceptable legal, reputational, technical, chargeback, or regulatory risk.
Wahya may maintain a list of prohibited, restricted, or pre-approval merchant categories and may update that list from time to time based on law, partner requirements, scheme rules, or risk policy.
Merchant must ensure that its website, app, storefront, or customer-facing channel clearly displays, where applicable:
• a description of the goods or services offered;
• pricing and applicable charges;
• refund, return, and cancellation policies;
• delivery or fulfillment timelines;
• customer-support contact details; and
• any other disclosures reasonably required by Wahya, its partners, or applicable law.
Merchant is responsible for the accuracy of its customer-facing disclosures and for honoring lawful commitments made to customers.
Merchant acknowledges that transaction processing, settlement timing, payout availability, reversals, and related financial events may depend on licensed partners, processors, banks, acquiring institutions, or other regulated institutions.
Wahya does not guarantee uninterrupted processing, guaranteed settlement timing, or guaranteed approval of every transaction. Wahya may delay, reject, reverse, suspend, or review transactions where fraud, disputes, technical issues, partner requirements, legal obligations, or operational concerns arise.
Merchant is responsible for honoring lawful refunds, handling customer disputes in good faith, and cooperating with Wahya and relevant partners in relation to reversals, chargebacks, complaints, or investigations.
Where a refund, reversal, chargeback, or partner-imposed debit affects Merchant activity, Wahya may:
• deduct the relevant amount from pending settlements or balances;
• offset the amount against sums otherwise due to Merchant;
• require Merchant to reimburse Wahya or a partner; or
• place temporary restrictions or holds while the issue is investigated.
Merchant remains liable for chargebacks, reversals, fines, losses, or related costs arising from Merchant conduct, customer disputes, fraud, misrepresentation, prohibited activity, or breach of this Agreement.
Where Wahya reasonably determines that Merchant presents elevated fraud, chargeback, AML, sanctions, legal, reputational, or operational risk, Wahya may impose additional controls, including:
• delayed settlement;
• rolling reserves or security deposits where commercially or operationally required;
• transaction limits;
• enhanced review;
• temporary suspension of some services; or
• termination.
Any reserve, hold, or security arrangement should be documented in Merchant's commercial terms, onboarding records, or subsequent written notice where applicable.
Merchant must cooperate fully with Wahya, its partners, and competent authorities in relation to:
• KYB or re-verification requests;
• fraud or suspicious activity investigations;
• sanctions or AML reviews;
• customer complaints and dispute resolution;
• legal process or regulatory inquiries; and
• security incidents affecting Merchant's use of Wahya.
Failure to cooperate may result in suspension, delayed settlement, termination, or other lawful action.
Each party must handle personal data and confidential information responsibly and only for authorized purposes. Merchant must not misuse customer data, share it unlawfully, or expose it through weak security practices.
Wahya may share Merchant-related or transaction-related information with partners, processors, banks, service providers, advisers, or competent authorities where necessary for service delivery, compliance, fraud prevention, dispute handling, or legal obligations.
Merchant must maintain reasonable administrative, technical, and organizational safeguards appropriate to its systems and the sensitivity of the data it handles. Merchant must notify Wahya promptly of any actual or suspected security incident, credential compromise, unauthorized access, or data exposure that may affect Wahya, customers, or partners.
Merchant agrees to pay the fees, charges, deductions, reserves, or other commercial amounts disclosed in Merchant's pricing schedule, onboarding materials, dashboard, or subsequent written notice.
Wahya may update fees where permitted by law, contract, partner requirements, or product changes, subject to reasonable notice where appropriate.
Wahya may suspend, restrict, freeze, review, or terminate Merchant's access immediately where Wahya reasonably believes that:
• Merchant has breached this Agreement;
• Merchant presents fraud, AML, sanctions, legal, or reputational risk;
• Merchant's information cannot be verified;
• a partner, processor, bank, regulator, or competent authority requires action; or
• continued access would threaten customers, Wahya, partners, or the integrity of the platform.
Merchant may stop using the services subject to any outstanding obligations, investigations, reserves, chargebacks, refunds, or reimbursement duties.
Termination does not affect accrued rights, liabilities, investigations, record-retention obligations, or any provisions intended to survive.
Wahya and its licensors retain all rights, title, and interest in the platform, APIs, dashboards, software, branding, and related intellectual property. Merchant receives only a limited, revocable, non-exclusive, non-transferable right to use the services for approved business purposes in accordance with this Agreement.
To the maximum extent permitted by law, Wahya provides the services on an "as available" basis and does not guarantee uninterrupted availability, error-free operation, guaranteed settlement timing, guaranteed partner approval, or guaranteed business outcomes.
To the maximum extent permitted by law, Wahya will not be liable for indirect, incidental, special, punitive, or consequential losses, including loss of profit, revenue, goodwill, or opportunity.
Wahya's aggregate liability arising from this Agreement will be limited to the fees actually paid by Merchant to Wahya during the three-month period immediately preceding the event giving rise to the claim, except where a higher limit is required by law.
Nothing in this Agreement excludes liability that cannot lawfully be excluded.
Merchant agrees to indemnify and hold Wahya, its affiliates, officers, employees, contractors, partners, and service providers harmless from claims, losses, liabilities, costs, and expenses arising from:
• Merchant's breach of this Agreement;
• Merchant's unlawful conduct;
• Merchant's fraud, misrepresentation, or prohibited activity;
• Merchant's customer disputes, refund failures, or chargeback exposure; or
• Merchant's violation of another person's rights.
Wahya may update this Agreement from time to time to reflect legal, regulatory, partner, operational, or product changes. Updated terms become effective when published or otherwise communicated, unless a later date is stated.
Continued use of the services after the effective date of an update constitutes acceptance of the revised Agreement.
This Agreement is governed by the laws of the Federal Republic of Nigeria, except where another mandatory law applies.
Before formal proceedings are started, the parties should first attempt good-faith resolution through Wahya's commercial, support, or escalation channels. Nothing in this section prevents Wahya from taking urgent action to protect the platform, preserve evidence, comply with law, or respond to fraud, security, or partner requirements.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force to the maximum extent permitted by law.
Any provisions that by their nature should survive termination or suspension, including those relating to fees, reserves, refunds, chargebacks, confidentiality, liability limits, indemnity, investigations, and record retention, will survive.
Wahya Core Technologies Limited 15 Badagry Street Garki Email: support@wahya.com.ng
This draft assumes Wahya operates through licensed partners or processors for some regulated payment functions and may impose holds or reserves where risk requires it. Nigerian counsel should review the settlement language, reserve mechanics, prohibited-category wording, and liability structure before publication or onboarding use.
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