These Terms of Service (“Terms”) govern access to and use of the Kwugwo payment orchestration platform (the “Service”) provided by Kwugwo Ltd (“Kwugwo”, “we”, “us” or “our”).
By accessing, registering for, subscribing to, or using any Kwugwo service (“Services”) or Application Programming Interface (API), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
In this Agreement, the “Merchant”, “User” or “you” refers to the party that accepts this Agreement. By accepting this Agreement, you are deemed to be bound by its content. If you disagree with any part of this Agreement, do not access Kwugwo.
Our services
Kwugwo is a technology platform which provides an online payment orchestration layer that connects merchants to third-party Payment Service Providers (“PSPs”). Kwugwo facilitates the routing of payment transactions across these PSPs, the operation of a branded checkout, analytics and webhook delivery services.
Kwugwo does not itself constitute a bank, deposit-taking institution, payment service provider, financial institution or other regulated financial institution. Kwugwo is not a licensed payment processor and does not take custody of customer funds.
Eligibility and account registration
Kwugwo facilitates the seamless routing of transactions between businesses, duly incorporated entities and sole proprietors operating in countries supported by Kwugwo. Transactions between individuals in their personal capacities, regardless of their nature, are not permitted to be processed through Kwugwo.
To access Kwugwo, you have to create a Kwugwo account by registering. While registering, you will provide us with certain information such as your email address and phone number, and we may seek to verify your information (by ourselves or through third parties), after which we will approve your account unless we deem otherwise in our sole discretion.
By registering on Kwugwo, you give us permission to carry out all necessary checks (by ourselves or through third parties) to verify the information that you have provided.
You are responsible for maintaining accurate and up-to-date information on your account.
You must keep your Application Programming Interface (API) keys and credentials confidential, as you will be liable for all activity carried out on your account.
Merchant and user obligations
- You shall only use Kwugwo to process payments arising from lawful, bona fide commercial transactions.
- You shall not use Kwugwo to process or facilitate payments relating to any restricted or prohibited industry or activity, including, without limitation, unlicensed gambling platforms, unregistered cryptocurrency or virtual asset activities, pyramid schemes, unlawful multi-level marketing schemes, fraudulent or unregistered investment schemes, adult content or services, transactions involving minors, weapons, narcotics or other controlled substances, or transactions involving sanctioned-jurisdiction trade or persons.
- You shall promptly respond to customer disputes, complaints and chargeback inquiries within the timelines prescribed by the relevant Payment Service Provider (PSP), card scheme or applicable law.
Third-party services
To use Kwugwo, you shall maintain, or obtain through Kwugwo, a valid agreement with the relevant Payment Service Provider (PSP) you wish to route through. Each Payment Service Provider’s (PSP’s) terms, fees, dispute-resolution procedures, acceptable-use policies and other applicable requirements shall apply in addition to these Terms.
Kwugwo does not control Third-Party Services and shall not be responsible for the acts, omissions, availability, performance, policies, fees, security or failure of any third-party provider.
Routing logic and workflow builder
You are solely responsible for the routing rules you configure through the Kwugwo workflow builder, including routing conditions, primary and fallback PSPs, retry behaviour and failure termination rules. Kwugwo will execute the configured rules in accordance with the applicable system functionality.
The workflow builder is designed to optimise transaction routing and support high transaction success rates; however, transaction outcomes may vary depending on the availability, performance and response of third-party service providers, payment networks, financial institutions and other factors beyond Kwugwo’s reasonable control.
Fees and payment
The applicable Kwugwo fees shall be deducted in accordance with the payment plan subscribed to by the Merchant and the number of PSPs linked by the Merchant.
Third-party charges
Fees charged by third-party payment service providers (PSPs), including foreign exchange spreads, chargeback fees, dispute-related charges and other third-party costs, are separate from Kwugwo’s fees and shall remain your responsibility. All fees are exclusive of applicable taxes, levies, duties and other statutory charges.
Changes to pricing
We may amend our pricing upon giving at least thirty (30) days’ prior written notice. Your continued use of the Service after the effective date of the revised pricing constitutes acceptance of the revised fees.
Refunds
Fees paid or payable for Kwugwo’s services are non-refundable, except where otherwise expressly agreed by Kwugwo in writing.
Free trial
Kwugwo offers a six-month free trial of its Services to newly registered Merchants to enable them to test and evaluate the Services. During the free trial period, every newly registered Merchant shall be allocated a specified number of free transaction units for transactions routed through Kwugwo. A fee of 0.5% shall apply to each transaction routed through Kwugwo under the free trial plan and shall be deducted from the allocated free transaction units.
Upon the expiration of the six-month free trial period or exhaustion of the allocated free transaction units, whichever occurs first, the Merchant shall be moved automatically to the Pay as you go plan.
If the Merchant subscribes to a paid plan before the expiration of the free transaction units or the six-month free trial period, whichever occurs first, then any remaining balance of the allocated free transaction units shall be carried forward to the subscribed plan; otherwise, any unused balance remaining at the end of the free trial period shall expire.
Data processing and confidentiality
Kwugwo processes personal data to the extent necessary to provide the Service and to comply with applicable legal and regulatory obligations. All personal data shall be processed in accordance with the Nigeria Data Protection Act (NDPA) 2023 and other applicable data protection laws. Kwugwo’s collection and processing of personal data shall be further governed by its Privacy Policy, which forms part of these Terms by reference. Where required by applicable law or appropriate based on the nature of the services provided to a Merchant, the parties shall enter into a separate Data Processing Agreement setting out the applicable data protection obligations.
Application Programming Interface (API) usage
Application Programming Interface (API) calls are subject to rate limits published in our documentation. Exceeding the applicable rate limits may result in temporary throttling or, in serious or repeated cases, suspension of access to the API or the Service.
Webhooks delivered by Kwugwo are digitally signed. You must verify the applicable signatures before treating any webhook as authentic or relying on its contents.
We may release new versions of our APIs and deprecate or discontinue older versions. Where reasonably practicable, we will provide reasonable prior notice of any material deprecation or discontinuation.
Service availability
Kwugwo targets 99.95% monthly uptime for routing and orchestration endpoints, excluding scheduled maintenance and force-majeure events. Service credits, if any, are described in your Order Form or Enterprise Agreement. The Service is provided on an “as is” and “as available” basis. Any uptime target stated by Kwugwo is a service target and does not constitute a guarantee of uninterrupted or error-free availability.
Suspension and termination
This Agreement shall commence on the date of acceptance by the user and shall remain effective until terminated in accordance with the provisions contained herein.
Either party may terminate these Terms on thirty (30) days’ written notice to the other party. Kwugwo reserves the right to immediately suspend or terminate your account or access to the Service where it is reasonably believed that you are operating in violation of these Terms or applicable law. Such violations include, without limitation, fraud, money laundering, sanctions evasion or any other unlawful or prohibited activity.
Kwugwo may also immediately suspend or terminate your account or access to the Service where required to do so by an applicable Payment Service Provider (PSP), payment network, regulator or other competent authority, or where such action is necessary to comply with the PSP’s applicable terms, policies or regulatory obligations.
Warranties
The user warrants that it is duly registered and has the full capacity, legal and corporate authorisation to accept this Agreement and discharge the obligations and responsibilities created herein.
The user further warrants that it has the required licences and regulatory approvals to conduct its business and participate in this transaction, and that no element of the transaction constitutes a breach of any existing law, regulation, patent, copyright or other intellectual property in its country or countries of domicile and operation.
The user warrants that it has adequate controls, safeguards, information technology security and effective internal controls for all its operations.
Age restriction
Our website and the Service are not directed to persons below 18 years of age. We will not knowingly transact or provide the Service to persons below the age of 18.
Liability
To the maximum extent permitted by law, Kwugwo’s aggregate liability arising from or relating to these Terms is limited to the fees the Merchant paid to Kwugwo in the twelve months preceding the event giving rise to the claim. Kwugwo is not liable for indirect, special, incidental or consequential damages, including lost revenue, lost profit or reputational harm. Nothing in these Terms limits liability that cannot be limited under applicable law.
Indemnification
The Merchant shall indemnify and hold Kwugwo harmless against third-party claims, losses, liabilities, damages, costs and expenses arising out of or in connection with (a) the Merchant’s use of the Service in breach of these Terms; (b) the Merchant’s goods or services; or (c) any deceptive, fraudulent or unlawful practice by the Merchant.
Governing law and dispute resolution
These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising from these Terms shall be resolved amicably through good-faith negotiations. Where the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may refer the dispute to mediation or commence proceedings before the High Court of Lagos State. Either party reserves the right to seek injunctive or other equitable relief from any court of competent jurisdiction where necessary to protect its rights or interests.
Changes to these Terms
We may revise these Terms by posting an updated version. Material changes will be communicated by email or in-product notice no less than thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance.
Contact
Kindly direct questions, complaints, notices or other communications concerning these Terms or the Services to hello@kwugwo.africa.