Terms of Use

These Terms of Use ("Terms" or this "Agreement") govern your access to and use of the Nippyy app, website and related services (together, the "Services"), operated by Nippyy Innovations Limited (RC 8409868), a company registered in Nigeria ("Nippyy", "we", "us", "our"). They set out the terms on which we provide the Services, our obligations to you, and the risks of using the Services, which you should consider carefully.

Nippyy is a financial technology company that operates a peer-to-peer payments platform. We are not a bank or a licensed money transfer operator. Regulated banking, money transmission and settlement services are provided by our licensed partners. We use stablecoins only to settle funds between Nippyy and these partners behind the scenes; your Nippyy Wallet holds regular (fiat) currency, you never hold a crypto wallet or interact with any blockchain, and no personal funds of yours are held on any blockchain.

These Terms incorporate, and should be read together with, our Acceptable Use Policy, Privacy Policy and Cookie Policy. Fees apply as set out in our Fee Schedule, shown in the app before you confirm a transaction. For certain features we may provide supplementary terms, which form part of this Agreement.

1. Definitions

2. About Nippyy & Our Role

The Services let you, subject to verification and these Terms: hold a balance in your Nippyy Wallet; send money to, and receive money from, other users and permitted individuals and businesses; fund your Wallet and withdraw funds to a linked bank account; and, where available, convert between supported currencies. Available features, currencies, corridors and limits may vary and change over time, by Supported Country, Partner availability and regulatory requirements, and are shown in the app.

We provide the Services as a technology platform working with licensed Partners who carry out the regulated activities. We may add, change, suspend or remove features at any time.

3. Eligibility

To register for and use the Services, you must:

• be an individual at least 18 years old with full legal capacity to enter into this Agreement;
• be resident in, and accessing the Services from, a Supported Country, and not from a Prohibited Jurisdiction;
• not be a person subject to sanctions, or listed on any sanctions or prohibited-persons list;
• use the Services only for your own lawful purposes and in line with these Terms and the AUP; and
• provide accurate, current and complete information, and keep it up to date.

You may hold only one Account unless we agree otherwise. We may decline to open, or may close, restrict or refuse the Services to, any person where required by Applicable Law or our risk, fraud and compliance policies, and we may decline users whose source of funds or income, or whose purpose for using the Services, cannot be satisfactorily established.

4. Your Account & Security

You must register an Account to use the Services. You are responsible for keeping your login details, device, PIN and authentication credentials secure and confidential, and for all activity that takes place under your Account. You must not share your Account, allow anyone else to use it, or use another person's Account.

Notify us immediately through our Support channels if you suspect any unauthorised access, loss of credentials, or security breach. We may suspend access, require re-verification, or apply additional security measures at any time to protect you or the Services. We are not liable for losses arising from your failure to keep your credentials or device secure.

5. Identity Verification, KYC & Due Diligence

Before and during your use of the Services, you must complete identity verification (Know Your Customer, or "KYC"), carried out by us and our identity-verification provider, including providing your BVN, NIN, a government-issued ID and a biometric liveness check. We and our Partners are legally required to verify your identity, monitor activity, screen against sanctions and politically-exposed-person lists, and may be required to report certain activity.

We may, at any time, ask you for additional information or documentation - including the source of your funds, source of wealth, or the purpose of a Transaction - and you agree to provide it promptly. We may limit, suspend or refuse the Services, apply lower limits, or hold Transactions, until verification or requested information is satisfactorily provided. You authorise us and our Partners to make the enquiries we consider necessary to verify your identity and assess risk.

6. Your Representations & Warranties

Each time you use the Services or initiate a Transaction, you represent and warrant that:

• you meet the eligibility requirements in Section 3 and all information you have given us is true, accurate and complete;
• you are using the Services for genuine, lawful purposes and not on behalf of any undisclosed third party;
• the funds you use are lawfully yours and are not the proceeds of, or intended for, any unlawful activity;
• you are not sanctioned and are not transacting with any sanctioned person or Prohibited Jurisdiction; and
• your use of the Services does not breach these Terms, the AUP, or any Applicable Law.

We rely on these representations and warranties in providing the Services, and they are treated as repeated each time you transact. A breach may result in suspension, termination, holding or reversal of Transactions, freezing of funds, or reporting to the authorities.

7. The Nippyy Wallet & Your Funds

Your Nippyy Wallet lets you hold a balance in fiat currency and send and receive money through the Services. The Nippyy Wallet is not a bank account, and the funds in it are not a deposit with Nippyy. Funds are held with and by our licensed Payment Service Bank partner, which is regulated to hold customer funds.

• Your Wallet balance does not earn interest.
• Your available balance may differ from your total balance where amounts are pending, on hold, reserved, or under review.
• We use stablecoins solely for back-end settlement between Nippyy and our Partners; your Wallet always reflects fiat currency.
• We may place holds or reserves on funds, or delay availability, for verification, fraud-prevention, risk or compliance reasons.
• You may withdraw available funds to a linked bank account in your name, subject to verification, limits, applicable fees and our checks.

8. Funding Your Wallet

You may add funds to your Wallet using the methods we make available from time to time. You must only fund your Wallet from sources lawfully belonging to you. Funds may take time to clear and become available, and we or our Partners may decline, delay or reverse a funding transaction for risk, fraud or compliance reasons.

9. Sending & Receiving Money

The Services allow you to send and receive money on a peer-to-peer basis, to and from both individuals and businesses. At launch, transfers are available domestically (NGN to NGN); additional countries and currencies will be added over time and shown in the app where available.

When you instruct a Transaction, you authorise us and our Partners to process it, and you cannot ordinarily cancel it once it is being processed. You are responsible for ensuring all Recipient and payment details are accurate and complete - we are not responsible for losses caused by incorrect details you provide. We may screen, delay, decline, hold or reverse Transactions in line with Section 15. The Services are for genuine personal and permitted transfers, and not for operating an unlicensed payment, money-transmission or money-changing business on behalf of third parties.

10. Transaction Limits

Transaction and balance limits apply and are tied to your KYC verification tier, in line with the requirements of the Central Bank of Nigeria and our Partners. We may set, vary, or remove limits, and apply additional limits for risk, fraud-prevention or regulatory reasons, at any time. Current limits are shown in the app.

11. Fees & Charges

Transfers between Nippyy users are free. Other Transactions - such as payouts and withdrawals - may attract a fee, and currency conversion includes a margin (spread) applied to the exchange rate (see Section 12). All applicable fees and the exchange rate are shown to you before you confirm a Transaction, and are set out in our Fee Schedule. We may change our fees from time to time, with notice where required. You authorise us to deduct applicable fees from your Transaction or Wallet balance.

12. Currency Conversion

Where a Transaction involves converting one currency to another, we apply an exchange rate that includes a margin (spread). The applicable rate is shown to you before you confirm the Transaction. Exchange rates change continually, and the rate shown applies only at the time of the Transaction. You bear the risk of exchange-rate movements.

13. Refunds, Reversals & Errors

Once a Transaction has been processed, it is generally final and cannot be cancelled or reversed. You may be able to cancel a Transaction only before it is processed. Whether a refund, reversal or recovery is possible depends on the circumstances, the stage of the Transaction, and our Partners' and the receiving institution's processes; we cannot guarantee recovery of funds sent to an incorrect or unintended Recipient.

We may reverse, withhold or correct a Transaction where it was made in error, was unauthorised or fraudulent, or where we are required to do so by law or our Partners. If you believe a Transaction was unauthorised, incorrect or erroneous, you must notify us promptly through our Support channels so we can investigate.

14. Reversed Payments, Negative Balances & Set-Off

If a payment you received is later reversed, refunded, invalidated, or found to be fraudulent or erroneous, you are responsible for the full amount, together with any related fees. If your Wallet balance is insufficient to cover an amount you owe us (including reversed payments, fees, or amounts we are required to recover), your Account may show a negative balance, which you must repay promptly on demand.

You authorise us to set off and deduct any amount you owe us from your Wallet balance or from incoming funds, and to take reasonable steps to recover amounts owed. We may suspend or restrict your Account while any amount is outstanding.

15. Fraud, AML, Sanctions & Our Rights to Act

To protect users, comply with Applicable Law, and prevent financial crime, we and our Partners may, at any time and where we consider it reasonably necessary:

• delay, suspend, decline, block, freeze, place a hold or reserve on, or reverse any Transaction;
• freeze, restrict, suspend or close your Account or Wallet, or limit specific features;
• require additional information or documentation from you; and
• report activity to regulators, law-enforcement or other authorities, and withhold or remit funds where required.

We may take these steps in connection with suspected fraud, money laundering, terrorist financing, sanctions, breach of these Terms or the AUP, legal or regulatory requirements, or risk to you, to us or to others. To the fullest extent permitted by law, we will not be liable for any loss arising from action we take in good faith for these purposes, and we may be unable to tell you the reason where the law prevents us from doing so.

16. Acceptable Use

Your use of the Services must comply with our Acceptable Use Policy, which forms part of these Terms and lists prohibited activities and restricted businesses. Breaching the AUP is a breach of these Terms and may result in suspension or termination, holding or reversal of Transactions, withholding of funds, and reporting to the authorities.

17. Dormant & Inactive Accounts

If your Account has no activity for an extended period (12 consecutive months), we may treat it as dormant and may restrict it until you re-verify your identity. We will handle any remaining balance in a dormant or unclaimed Account in accordance with Applicable Law and our Partners' requirements. We may apply dormancy procedures or charges only where permitted by law.

18. Suspension, Termination & Closing Your Account

We may suspend, restrict or terminate your Account or access to the Services, with or without notice where permitted, on legitimate and standard grounds, including where:

• you breach these Terms or the AUP, or we reasonably suspect you have;
• we suspect fraud, financial crime, or misuse of the Services;
• we are required to by law, a regulator, a court, or our Partners;
• verification cannot be completed, or information you provided is false or misleading;
• continuing to provide the Services would expose us, our Partners or others to undue risk; or
• your Account remains inactive or dormant for an extended period.

You may stop using the Services and close your Account at any time, subject to completion of pending Transactions and our checks. On closure or termination, we will return any remaining available balance to you, subject to verification, applicable fees, any amounts you owe us, and our legal, fraud and compliance obligations (including any required holds, deductions or retention periods). Provisions that by their nature should survive termination will continue to apply.

19. Death of a User & Access by Next of Kin

In the event of the death of a User, any balance in the Wallet will be dealt with in accordance with Applicable Law. We may require evidence such as a death certificate, proof of entitlement, letters of administration or a grant of probate before releasing any funds to a personal representative, next of kin or beneficiary, and any release is subject to our verification, legal and compliance obligations.

20. Taxes

You are responsible for determining, reporting and paying any taxes that apply to you in connection with your use of the Services and your Transactions. We are not responsible for collecting, reporting or remitting taxes on your behalf, except where required by law.

21. No Advice

Nippyy provides a payments service only. Nothing in the Services or these Terms is financial, investment, legal, tax or other professional advice, and you should obtain your own advice where you need it. Decisions you make using the Services are your own responsibility.

22. Intellectual Property

The Services, including all software, content, designs, trademarks, logos and other materials, are owned by or licensed to Nippyy and are protected by law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for their intended personal purpose, subject to these Terms. You may not copy, modify, distribute, sell, reverse-engineer, or create derivative works from any part of the Services, or use our brand, without our prior written permission.

23. Third-Party Partners, Services & Materials

Some parts of the Services are provided by or depend on licensed Partners and other third parties, and your use of those parts may also be subject to the Partners' own terms. Your use of any third-party materials, websites or services is at your own risk and subject to their terms and policies. We are not responsible for the acts, omissions, products, services or content of third parties beyond our reasonable control.

24. Disclaimers & Limitation of Liability

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we do not warrant that the Services will be uninterrupted, error-free, secure, or always available, and we disclaim all implied warranties not expressly stated in these Terms.

To the fullest extent permitted by law, Nippyy will not be liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, goodwill or data, or for losses caused by matters beyond our reasonable control, arising out of or in connection with your use of the Services. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law (such as our own fraud). Subject to that, our total aggregate liability arising out of or in connection with the Services and these Terms is limited to the total fees you paid to Nippyy in the six (6) months immediately before the event giving rise to the claim.

25. Indemnity

You agree to indemnify and hold harmless Nippyy, its Partners, and their respective directors, officers and employees from and against any claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to your misuse of the Services, your breach of these Terms or the AUP, or your violation of any law or the rights of any third party.

26. Data Protection

We process your personal data in line with our Privacy Policy and Cookie Policy, which explain what we collect, how we use and protect it, and your rights. By using the Services, you acknowledge that processing.

27. Communications, Notices & Electronic Consent

You consent to receive communications from us electronically - through the app, by email, SMS or in-app notifications - and you agree that electronic communications satisfy any legal requirement that communications be in writing. Notices to you are treated as received when sent to the contact details associated with your Account. It is your responsibility to keep your contact details current. You can reach us through our Support channels.

28. Changes to the Services and These Terms

We may change, suspend or discontinue any part of the Services, and we may update these Terms from time to time to reflect changes in our Services, business, Partners or the law. Where changes are material, we will give you reasonable notice. The current version will always show its effective date, and your continued use of the Services after changes take effect means you accept the updated Terms.

29. Complaints

If you have a complaint, please contact us through our Support channels with the details, so we can investigate and try to resolve it. We will acknowledge and aim to resolve complaints within seven (7) business days where practicable. If your complaint relates to a service provided by one of our Partners, we may refer it to that Partner. If you remain dissatisfied, you may pursue the dispute-resolution process in Section 30, and you may also have the right to complain to the relevant regulator.

30. Governing Law & Dispute Resolution

These Terms, and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes), are governed by the laws of the Federal Republic of Nigeria.

The parties will first try to resolve any dispute amicably through our complaints process. If a dispute cannot be resolved within thirty (30) days, it will be finally resolved by arbitration seated in Lagos, Nigeria, conducted by a single arbitrator in the English language under the Arbitration and Mediation Act 2023. The arbitrator's decision will be final and binding. Nothing in this section prevents either party from seeking urgent interim relief from a court where necessary.

31. General

• Entire agreement. These Terms, with the AUP, Privacy Policy, Cookie Policy, Fee Schedule and any supplementary terms, form the entire agreement between you and Nippyy regarding the Services.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full effect.
• Assignment. You may not assign or transfer your rights under these Terms. We may assign, transfer or sub-contract ours, including in connection with a merger, acquisition or sale of assets, on notice to you.
• Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
• No agency. Nothing in these Terms creates a partnership, agency, joint venture or employment relationship between you and Nippyy.
• Survival. Sections that by their nature should survive termination (including liability, indemnity, set-off and dispute resolution) continue to apply after your Account is closed.

32. Contact Us

For help or to raise a complaint, please use our Support channels. For data-protection matters, you can contact our Data Protection Officer:

Nippyy is a financial technology company, not a bank or licensed money transfer operator. Regulated payment, settlement and banking services are provided by licensed partners.