Terms & Conditions

Welcome to OPay!

The OPay service, website and/or software application (collectively, the “Service”) nables you to transfer funds between your mobile money wallet and your bank account, as well as to the wallet/account of another user. It enables you to access and use OPay’s interoperable Quick Response (QR) payment service. It also enables you, through your supported mobile money wallet, account or debit/credit card, to pay for products and services offered by third parties (“Products”); as well as any other innovative payment offering that we may offer in the future. The Service is operated by OPay Digital Services Limited (“OPay”), subject to these Terms of Service (“Terms”).

Terms of service

This is a contract.These Terms constitute a contract between you and OPay. If you do not accept these Terms, please do not use the Service. By using any part of the Service, you accept these Terms. If you are under eighteen (18) years of age, you must not use the Service.

You must register a wallet account with valid information.To use the Service, you must: (a) provide a valid mobile phone number; (b) agree that an account associated with such number be created; (c) accept the current Terms; and (d) agree to submit such other (and additional) information as OPay may request in line with regulatory/legal provisions. You agree to provide true,accurate and complete information about yourself as prompted by OPay during the account registration process. You must ensure that any third-party information you provide to OPay has been authorized appropriately. You will be given the option of receiving a unique PIN for purposes of reusing your account. You are responsible for keeping your PIN secure at all times, without reservation. For the avoidance of doubt, OPay will not be responsible when/where you compromise your details by disclosing it to third parties.

Quick Response (QR) PaymentsOPay’s innovative product offerings include a QR Payment protocol, by which you can send and receive payments from eligible accounts/wallets. Whether you are an OPay user (Merchant/Individual) looking to receive payments from other OPay users or customers, or an OPay user (Merchant/Individual) who wants to receive money from other banks’ users, you can choose to receive the payment using our QR Service. The QR Service operates similar to other OPay funds transfer services, offering as much speed, ease, interoperability and security.Other conditions apply:

• When you choose the QR Service, transaction fees apply, depending on the transaction value and prevailing tax provisions for the time in force;
• You will not be able to use the service if you have insufficient funds in the source account/wallet;
• You are responsible for keeping access to your account private and secure at all times, as OPay will not be liable for any unauthorized access, loss or debits emanating from your negligence;
• You are responsible for keeping your payment pin, security questions or any generated security codes, safe at all times;
• You are responsible for making sure that the details of each transaction made using our QR Service are accurate, including (but not limited to) transaction amount and the recipient details;
• For the avoidance of doubt, you are liable for all transactions initiated using your account/wallet even if not authorised by you or if done in error;
• We will not be liable for any experienced downtime on the service, particularly as the availability and functionality may be subject to third party platforms which operations we have no control over;
• We will not be liable for any detected defect or deficiency in any goods/services provided/supplied to you through the use of the QR Service;
• We reserve the right, at all times, to:
• impose or amend maximum or minimum thresholds/limits with respect to QR payments, particularly as may be prescribed by law/regulation;
• to refuse/prevent a QR payment where our risk system flags a potential discrepancy in the nature or on reasonable suspicion of fraud, money-laundering;
• access the eligibility of your account/wallet for the QR Service;
• amend, modify, discontinue, suspend, adjust the service, either temporarily or permanently

Third-party merchants offer the goods & services. The Service provides an opportunity to discover offers from independent third-party merchants (“Merchants”). These Merchants sell their respective Products subject to their own terms and conditions

To illustrate:

• Airtime:If you choose to purchase pre-paid airtime, you do so pursuant to the relevant terms and conditions of your mobile telecommunications provider.
• Utilities:If you choose to purchase pre-paid electricity or water, you do so pursuant to the relevant terms and conditions of the utility provider.
• CAC Registration:if you elect to register your business with the Corporate Affairs Commission through the platform, you do so pursuant to the terms and conditions of the CAC with respect to provision of information, use of the in information, and all other aspects of CAC’s guidelines and policies as may be reviewed from time to time. We provide nothing more than a portal to the CAC platform and possess neither control over, nor access to, the data you provide during registration of your business.

If you decide to purchase Products such as these from third party Merchants, you do so at your own risk and subject to the relevant Merchant’s terms and conditions. We are unable to investigate, monitor, or check the products for accuracy, reliability, appropriateness or completeness; neither are we able to control the reliability or network stability of these platforms. By granting you access to discover the Products via the Service, OPay does not imply approval or endorsement of such Products. You therefore agree that OPay is not responsible or liable for the Products you purchase from Merchants.

Payments are processed by third parties.In order to facilitate your purchases from Merchants, OPay has integrated its Service with the billing solutions of certain mobile money providers and credit card issuing banks (“Payment Processors”). When you purchase a Product from a Merchant using your supported mobile money wallet or account or debit/credit card, payments will be processed by such Payment Processors. Payment Processors have their own terms and conditions governing your use of their payment services. You understand and agree that OPay does not process payments and is not responsible or liable for any transactions in which you engage. By engaging in a purchase transaction using your mobile money account or debit/credit card, you authorize the Merchant (or OPay on its behalf) to bill your account or card for the purchase amount.

Undercharge Recovery. If, for any reason (including system errors, technical faults, or operational reconciliation), a transaction results in an amount deducted from your Wallet or other balances that is less than the value of goods, services, or transfers received, OPay reserves the right to debit your Wallet or any other balances domiciled with us without further notice to recover the outstanding balance. Such debits shall be deemed valid to reconcile your account obligations.

Chargebacks and RefundsThe following conditions shall apply to chargebacks and refunds, as contemplated under these terms:

• Where necessary, Card Issuers, Card Schemes and/or Other Financial Institutions may require repayment in respect of a transaction previously settled and/or remitted to a User, notwithstanding that authorization may have been obtained from the Card Issuer and/or Other Financial Institution (these circumstances are called a “Chargeback” ).
• You hereby acknowledge and agree that under all applicable rules, regulations and operating guidelines issued by Card Schemes, Financial Institution, the Central Bank of Nigeria and OPay relating to cards, transactions, other payment methods and processing of data, you may be required to reimburse OPay for Chargebacks in circumstances where a transaction may have concluded.
• A Chargeback may also relate, in related circumstances, to a court order against your balance with us, either domiciled in your wallet or related balances.
• In the event of a Chargeback, we shall be entitled to debit your position with your Settlement Bank, your OPay Wallet or any of the other referenced balances, and/or deduct the due amount to recover:
  • the full amount of the relevant Chargeback; and;
  • any other costs, expenses, liabilities or Fines which may be incurred as a result of or in connection with such Chargeback (“Chargeback Costs”).
• As Chargebacks may arise a considerable period after the date of the relevant transaction, you acknowledge and agree that, notwithstanding any termination of this relationship for any reason:
  • OPay will remain entitled to recover Chargebacks and Chargeback Costs (and, where relevant, from any related balance and account domiciled with us, or with the Settlement Bank in respect of all Chargebacks that occur in relation to transactions effected during the term thereof.
• OPay reserves the right to immediately pass on to and recover from you any fines incurred and/or impose further charges on you and/or terminate the relationship forthwith if we consider that the total value of refunds and/or Chargebacks is unreasonable.

For the purpose of this Chargebacks and Refunds section you understand that:

Usermeans any individual or entity who uses OPay’s services, including customers, merchants, or account holders who initiate or receive transactions on the OPay platform

Settlementmeans the process of transferring funds to complete a transaction. In this context, it refers to OPay crediting or debiting the relevant amounts to or from a User’s wallet or bank account to reflect the finalised transaction amount, after reconciliation and processing.

Settlement Bank means the bank account or financial institution designated by OPay (or its partner) to receive, hold, and disburse funds on behalf of OPay and its Users for the purpose of settling transactions processed through the OPay platform.

Set Off. You hereby authorize us to combine or consolidate all or any of your accounts domiciled with us, to set off or transfer any sum(s) standing to the credit of any one or more of such accounts in or towards the satisfaction of your settlement liabilities for all related transactions, including any fees/fines imposed on us due to any breach of these Terms by you.

• OPay is entitled to defer any settlement or any other sum due to you to the extent that we consider necessary or appropriate to protect our ability to recover the Fees and/or the sums or any other liability (actual or anticipated) of yours in connection with this Agreement, to the extent permitted by law.
• The exercise by OPay of any of its rights under this clause shall be without prejudice to any other rights or remedies to which we are otherwise entitled (by operation of law, contract, or otherwise).

For the purpose of this Set Off section you understand that:

Fees means any charges, costs, or amounts payable by the User to OPay under these Terms and Conditions. This includes transaction fees, administrative fees, penalties, fines, or any other amounts levied for the use of OPay’s services.

Your privacy is important to us. OPay takes the matters of protection and security of its users’ information very seriously. OPay’s privacy policy governing the Service is attached to these Terms (“Privacy Policy”). The Privacy Policy is incorporated into these Terms by this reference. By using the Service, you agree to the use of your data under OPay’s Privacy Policy. The Privacy Policy addresses only the personal information processed by OPay in providing the Service to you. Merchants and Payment Processors have their own information-gathering practices which apply when you choose to purchase their Products.

Product inquiries should be submitted to the relevant Merchant. If you have any questions, concerns or requests related to a Product you have purchased from a Merchant, please contact the Merchant directly or contact us at ng-support@opay-inc.com for assistance. Each Merchant maintains its own customer contact desk for handling such requests, however OPay will do its best to assist you. If you wish to submit a complaint about the practices of a Merchant offering its Products via the Service, you may contact us by email at ng-support@opay-inc.com.

You must not use the Service to violate any laws. You must not use the Service to violate or infringe the rights of any other person, including the rights of other users, OPay’s rights in the Service or Merchants’ rights in their Products. You must not breach any laws or regulations when using the Service or attempt to disrupt or interfere with the security or functionality of the Service. In the event that OPay reasonably suspects that you are using the Services for illegal activities (particularly fraud, money laundering or other related illegalities), OPay reserves the right to block your account immediately without liability. Such illegalities as mentioned above may be as a result of enacted laws, court judgments, rulings or pronouncements, or regulatory policies and guidelines to which OPay is bound. If a breach is associated with your account/wallet, you agree that we have the right to apply restrictions to your account/wallet and report to the appropriate law enforcement agencies or the respective regulator, in line with extant laws without informing you.

OPay may contact you regarding your account or the Service.You expressly agree that, as part of the Service, you may, from time to time, receive communications from OPay via email, instant message, telephone, text message (SMS), emails or other means. You may elect to stop receiving promotional messages by emailing your request to opt-out, along with your cell phone number, to ng-support@opay-inc.com, or following the opt-out instructions in the message. Even if you choose to opt out of receiving promotional messages, you may not opt out of receiving service-related messages as these ensure that we are able to deliver accurate, relevant, sensitive and security-related services to you.

OPay may discontinue the Service.OPay may, in furtherance of regulatory, time-sensitive and security-related purposes, terminate your access to the Service or discontinue providing the Service or any part of the Service, with due notice to you [or without notice where the suspension or termination is expedient to forestall, curb or extinguish some ongoing fraud, industry-wide compromise or an ongoing financial crime-related investigation]. Rest assured that we will provide as much notice as the circumstance allows, and restore the Service at the earliest convenience. You agree that in the event of the foregoing, OPay will not be responsible or liable to you or any third party.

OPay is not liable for any damages you may incur as a result of using the Services.In no event shall OPay or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever arising out of, or in any way connected with the use or performance of the service, with the delay or inability to use the service, the provision of (or failure to provide services), or otherwise arising out of the use of the service, whether based on contract, tort, negligence, strict liability, or otherwise, even if OPay or any of its suppliers have been advised of the possibility of such damages.

You agree to mediate any disputes.This Agreement is subject to, and shall be governed by, and construed in accordance with the laws of Nigeria, without reference to the principles of conflict of laws thereof. Any matters arising concerning the interpretation, validity or implementation of this Agreement not solved by mutual agreement between the Parties shall be submitted to mediation at the Lagos State Multi-Door Courthouse, in the English language, before a sole mediator to take place in Lagos, Nigeria, unless impractical to do so. Nothing in this Agreement will be deemed as preventing OPay from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect OPay’s name, proprietary information, trade secrets, know-how, or any other intellectual property rights.

OPay may modify these Terms.We may modify these Terms and related policies (including, but not limited to the Privacy Policy) at any time in the future. Where this happens, we will communicate the changes to you. By continuing to use the Service, you agree to be bound by the latest version of these Terms. It is your responsibility to familiarize yourself with the communicated changes.

Alteration. No alteration, variation or agreed cancellation of this agreement, and the Privacy Policy, shall be of any effect unless so directed by us.

Whole Agreement.This Agreement constitutes the whole agreement between the parties in regard to the subject matter hereof and no warranties or representations of any nature whatsoever other than set out in this agreement have been given by any of the parties.

Waiver/Relaxation.No relaxation or indulgence which OPay may show to you shall in any way prejudice or be deemed to be a waiver of its rights hereunder.

Survival. Each and every provision of this Agreement (excluding only those provisions which are essential at law for a valid and binding Agreement to be constituted) shall be deemed to be separate and severable from the remaining provisions of this Agreement. If any of the provisions of this Agreement (excluding only those provisions which are essential at law for a valid and binding Agreement to be constituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining provisions of this Agreement shall be (and remain) of full force and effect.