Business Terms of Use

These Business Terms of Use ('Business Terms' or 'Terms') are entered into by and between:

These Business Terms incorporate and must be read together with the following documents, all of which form part of the binding agreement between Ascent and the Business User (collectively, the 'Agreement'):

In the event of a conflict among these documents, the order of precedence shall be: (1) any supplementary service-specific terms, (2) these Business Terms, (3) the Acceptable Use Policy, (4) the Business Privacy Policy, and (5) the General Privacy Policy.

In these Terms, the following definitions apply:

To access the Platform, Business Users must complete Ascent's onboarding process, which includes:

Ascent is required by CBN regulations and the Money Laundering (Prevention and Prohibition) Act 2022 to conduct and maintain ongoing KYC and AML due diligence on all Business Users. You agree to:

Ascent reserves the right to suspend or terminate a Business Account pending the satisfactory completion of KYC checks, without liability.

Business Users may grant Platform access to Sub-Users. The Business User is solely responsible for all actions taken by Sub-Users on the Platform and must ensure that Sub-Users comply with these Terms and all Applicable Law. Business Users must promptly revoke access for any Sub-User who leaves the organisation or whose access is no longer required.

Subject to the Business User's compliance with this Agreement and timely payment of all applicable fees, Ascent grants the Business User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Business User's internal business purposes and in accordance with these Terms. No other rights are granted.

Ascent is a financial technology company and is not a bank, deposit money bank, microfinance bank, or other regulated financial institution. Where the Platform facilitates banking or payment services, such services are delivered in partnership with licensed financial institutions and payment service providers under applicable CBN licences or authorisations. Ascent makes no guarantee as to the availability, uninterrupted operation, or fitness for purpose of the Platform.

Business Users accessing the Platform via API must comply with Ascent's API documentation and usage limits. Ascent may impose rate limits, authentication requirements, and version deprecation policies. Abuse of the API, including excessive requests, unauthorised scraping, or security testing without authorisation, is strictly prohibited and may result in immediate suspension.

Ascent may offer access to beta or pre-release features. Such features are provided on an 'as-is' basis without warranty of any kind. Ascent may modify or discontinue beta features at any time.

Business Users represent and warrant that their business is lawfully incorporated or registered, duly licensed for all regulated activities, and not engaged in any prohibited business category under CBN regulations or Applicable Law. Business Users must immediately notify Ascent if their regulatory status changes.

Business Users may not use the Platform to process payments for, or in connection with, any of the following business categories:

Where Business Users collect, store, or process Personal Data of their customers through the Platform, they do so as Data Controllers and are solely responsible for compliance with all Applicable Law, including obtaining valid consent, providing adequate privacy notices, and implementing appropriate security measures. Ascent processes such data as a Data Processor under the applicable Data Processing Agreement.

Business Users must ensure that all transactions processed through the Platform accurately reflect genuine, lawful commercial activities. Business Users must not submit false, inflated, or fictitious transactions for any purpose.

Access to certain features of the Platform is subject to subscription fees, transaction fees, or other charges as set out on the Ascent pricing page (www.ascentfinance.africa/pricing), as may be updated from time to time. Ascent will provide at least 30 days' notice of any fee changes.

All fees are payable in Nigerian Naira (NGN) unless otherwise agreed in writing. Ascent will debit applicable fees from the Business User's designated payment method or Platform wallet. If payment fails or is rejected, Ascent may suspend access to the Platform until outstanding amounts are settled.

All fees are exclusive of applicable taxes including VAT (currently 7.5% under the Finance Act 2020). Business Users are responsible for all applicable taxes arising from their use of the Platform and their commercial activities conducted thereon.

If a Business User disputes any invoice or charge, it must raise the dispute in writing within 30 days of the invoice date, providing full details and supporting documentation. Failure to raise a dispute within this period shall constitute acceptance of the charge.

Where a Business User's customers initiate chargebacks or payment disputes through their banks or card schemes, Ascent may deduct the value of such chargebacks plus applicable chargeback fees from the Business User's Platform wallet or settlement account. Ascent reserves the right to suspend settlement pending the resolution of excessive chargeback events.

Funds collected on behalf of a Business User through the Platform will be settled to the Business User's designated settlement account in accordance with the applicable settlement schedule set out in the service onboarding documents, subject to any holds, reserves, or deductions permitted under these Terms.

Ascent may, at its reasonable discretion, establish a rolling reserve or place a temporary hold on settlement where: (a) the Business User has an unusual volume of chargebacks, refunds, or disputes; (b) there is a reasonable suspicion of fraudulent or unlawful activity; (c) Ascent is required to do so by a Regulator or law enforcement authority; or (d) the Business User is in breach of these Terms.

Any unclaimed settlement amounts held by Ascent for more than 12 months following the date they became payable will be subject to Ascent's unclaimed funds policy. Ascent may be required to remit such funds to applicable government authorities in accordance with Applicable Law.

All Intellectual Property rights in and to the Platform, including its software, source code, algorithms, APIs, branding, designs, user interface, and documentation, are and shall remain the exclusive property of Ascent or its licensors. Nothing in these Terms grants the Business User any ownership rights in Ascent's Intellectual Property.

Ascent acknowledges that Business Data, business names, trademarks, logos, and other proprietary materials submitted to the Platform by the Business User remain the exclusive property of the Business User. The Business User grants Ascent a limited, non-exclusive licence to use such materials solely to the extent necessary to provide the Platform services.

Any feedback, ideas, or suggestions provided by the Business User to Ascent regarding the Platform may be freely used by Ascent in any manner, including for product development and improvement, without obligation of compensation or attribution.

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except: (a) as required by Applicable Law or regulatory demand; (b) to professional advisers bound by confidentiality; or (c) to the extent the information is already publicly available. This obligation survives termination of these Terms for a period of three (3) years.

The Business User represents, warrants, and undertakes on a continuing basis that:

THE PLATFORM IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ASCENT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED AVAILABILITY. ASCENT DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE BUSINESS USER'S SPECIFIC REQUIREMENTS OR THAT IT WILL BE FREE FROM ERRORS, DEFECTS, OR SECURITY VULNERABILITIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASCENT'S AGGREGATE LIABILITY TO THE BUSINESS USER FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE BUSINESS USER TO ASCENT IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

In no event shall Ascent be liable for:

The Business User agrees to defend, indemnify, and hold harmless Ascent and its directors, officers, employees, agents, and service providers from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

These Terms are effective from the date the Business User first accesses the Platform and continue until terminated by either party.

The Business User may terminate this Agreement by providing 30 days' written notice to Ascent and completing all outstanding financial obligations. Termination does not entitle the Business User to any refund of pre-paid fees.

Ascent may suspend or terminate the Business User's access to the Platform immediately and without prior notice in any of the following circumstances:

On termination, the Business User's licence to use the Platform immediately ceases. Ascent will settle any outstanding funds due to the Business User, after deducting all amounts owed to Ascent, within 45 business days of termination, subject to any reserve, hold, or legal obligation. Clauses 1, 2, 6, 8, 9, 10, 11, 12, 13, 14.4, 15, 16, and 17 survive termination.

Any dispute arising from or in connection with these Terms shall first be referred to the parties' designated representatives for good-faith negotiation. The parties shall use their reasonable endeavours to resolve the dispute within 45 days.

Disputes relating to payment services or financial transactions may be escalated to the CBN Consumer Protection Department or other applicable Regulator.

Disputes not resolved through negotiation shall be referred to binding arbitration under the Arbitration and Mediation Act 2023, with the following terms:

The Business User agrees that any dispute shall be resolved on an individual basis and not as a class, collective, or representative action.

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties irrevocably submit to the exclusive jurisdiction of the courts of Lagos State for any matter not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Ascent may amend these Terms at any time upon 14 days' prior notice. Material changes will be communicated via the Platform or email. Continued use of the Platform after the effective date of any amendment constitutes acceptance.

This Agreement constitutes the entire agreement between the parties regarding the Platform and supersedes all prior representations, proposals, and understandings.

If any provision is found invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.

No failure to enforce any right shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorised representative.

The Business User may not assign this Agreement without Ascent's prior written consent. Ascent may assign this Agreement to any affiliate or successor entity without notice.

Neither party shall be liable for delay or failure in performance caused by events beyond their reasonable control, provided the affected party gives prompt notice and takes reasonable steps to mitigate the impact.

All formal notices under this Agreement shall be in writing and delivered by email (with read receipt or acknowledgement) or by registered post. Notices to Ascent should be sent to [email protected]..

For enquiries regarding these Business Terms, please contact:

Legal & Compliance - Ascent Tech Hub Africa Nig. Ltd.

Email: [email protected].

Address: Plot 12, Oladele Kadiri Close, Ogba, Lagos, Nigeria

Website: www.ascentfinance.africa