1. DEFINITIONS

• “3D-Secure” - A two-level security feature that requires authentication for transactions.
• "Acquiring Bank” - The financial institution that processes card payments on behalf of a merchant.
• "Chargebacks” - A reversal of a transaction initiated by the issuing bank or cardholder.
• "Merchant” - A business entity that uses Cashonrails services to accept electronic payments.
• "Payment Gateway” - The infrastructure that authorizes payments for merchants.
• "Regulatory Authority” - Any regulator overseeing payment processing and financial transactions.
• "Fines” - Any charges or penalties imposed by a payment scheme, regulatory authority, or acquiring bank.
• "PCI-DSS” - Payment Card Industry Data Security Standard governing secure processing of cardholder data.
• "User Acceptance Test (UAT)” - The final phase of testing for integration of the Payment Gateway.

2. NON-EXCLUSIVITY

Cashonrails grants merchants a non-exclusive right to use its payment gateway to process transactions.

3. DATA SECURITY

Each party is responsible for ensuring data security on their platform. Cashonrails adheres to PCI-DSS standards for secure payment processing. Merchants must also implement robust security measures to protect customer data and prevent fraudulent activities.

4. CASHONRAILS’ OBLIGATIONS

Cashonrails agrees to:

• Work with acquiring banks to ensure timely settlement of transactions.
• Provide secure APIs and integration support for merchants.
• Offer fraud protection and compliance guidance.
• Maintain open communication channels for operational and product updates.
• Assist in dispute resolution related to chargebacks and fraudulent transactions.
• Ensure compliance with local and international financial regulations.
• Retain the right to modify service terms at any time without prior consent from merchants.

5. MERCHANT OBLIGATIONS

Merchants must:

• Integrate the Payment Gateway using Cashonrails' technical specifications.
• Implement 3D-Secure and other security protocols to reduce fraudulent transactions.
• Respond to fraud and chargeback inquiries within one business day.
• Ensure compliance with all regulatory and industry standards.
• Display refund, privacy, and service policies clearly on their website.
• Monitor and report any suspicious transactions to Cashonrails.
• Provide accurate business and banking details for settlement.
• Assume all risks related to fraudulent transactions and chargebacks.

6. CHARGEBACKS AND REFUNDS

• Merchants must respond to chargeback disputes within the required timeframe.
• Chargebacks resulting from unauthorized transactions, non-delivery, or fraud will be deducted from merchant accounts.
• If chargebacks exceed industry thresholds, Cashonrails reserves the right to withhold settlements or terminate service.
• Cashonrails is not responsible for investigating the validity of chargebacks, as decisions by issuing banks or payment schemes are final.
• Merchants agree that Cashonrails may debit their accounts for chargeback amounts at its sole discretion.

7. SET OFF

• Cashonrails may offset any outstanding debts, fines, or liabilities from settlements due to the merchant.
• If fraudulent activity is suspected, Cashonrails may withhold funds until investigations are completed.
• Chargebacks and refund amounts will be deducted from the merchant’s account without prior notice.

8. FEES AND REVENUE SHARE

• Fees for Cashonrails services are outlined in Annexure 1 and are subject to periodic revisions.
• Cashonrails reserves the right to adjust transaction fees without prior approval from merchants but will notify them of such changes.
• Merchants must pay all applicable processing and service fees as outlined in Annexure 1.
• Annexure 1: Applicable Fees
• Local Payment (Card, USSD, NQR, Pay with Mobile Money): 1% per transaction
• Wallet Transactions: Free
• Pay Out Transactions: 1% settlement fee
• Chargeback Fees: Variable based on the acquiring bank’s policy
• Account Setup Fees: As communicated by Cashonrails
• Penalty Fees: Cashonrails reserves the right to impose penalties for excessive chargebacks or policy violations

9. FRAUDULENT TRANSACTIONS

• Merchants are responsible for monitoring and preventing fraudulent activities.
• If fraud levels exceed acceptable thresholds, Cashonrails may impose penalties or terminate services.
• Cashonrails reserves the right to take legal action against merchants engaging in fraudulent transactions.

10. SECURITY DEPOSITS

• Cashonrails may require merchants to provide a security deposit as protection against chargebacks and other risks.
• Security deposits will be held for up to 180 business days post-termination to cover potential liabilities.

11. LIMITATION OF LIABILITY

• Cashonrails’ liability is limited to the amount accrued from transactions processed under this agreement in the preceding month.
• Cashonrails is not responsible for losses due to third-party actions, unforeseen technical issues, or regulatory changes.
• Merchants are responsible for any losses resulting from security breaches or compliance failures on their end.

12. DISPUTE RESOLUTION

• Any disputes shall first be attempted to be resolved amicably through negotiations.
• If unresolved, disputes shall be referred to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act.
• Arbitration decisions shall be final and binding on both parties.
• Cashonrails shall not be involved in disputes between merchants and their customers unless the dispute relates directly to settlement or fraud concerns.

13. TERMINATION

• Either party may terminate this agreement with a one-month written notice.
• Cashonrails may suspend or terminate services if the merchant is found to engage in fraudulent, illegal, or non-compliant activities.
• Upon termination, the merchant's right to use Cashonrails' services is revoked, and outstanding fees, fines, or chargebacks must be settled.

14. GOVERNING LAW

This agreement shall be governed by the laws of the Federal Republic of Nigeria.

15. MODIFICATIONS

Cashonrails reserves the right to modify these terms and conditions at any time without prior notice. Continued use of the services constitutes acceptance of the revised terms.

For further details, please contact Cashonrails support at support@cashonrails.com or visit www.cashonrails.com