Merchant Service Agreement

1. Appointment & Scope of Services

This Merchant Service Agreement ("Agreement") constitutes a binding commercial agreement between Fim Digital Ventures Limited ("Company", "Fimpaypoint", "We", "Us") and the merchant entity or individual commercial user ("Merchant", "You").

You appoint Fimpaypoint as your technology service provider to orchestrate payment collection checkouts, provision dedicated customer-named virtual account numbers via licensed partner banks, record transactions on a verified accounting ledger, and transmit disbursement settlement instructions to licensed payment processors.

2. Partner Banking Custody & Segregated Trust Accounts

Non-Mingling of Merchant Funds: The Merchant acknowledges and agrees that all fiat funds collected via dedicated virtual bank accounts, cards, or USSD channels are received directly into segregated custodial trust accounts maintained at CBN-licensed commercial partner banks.

• Custodial funds are held in trust for the benefit of merchants and are legally isolated from the operational assets, debt liabilities, and general operating capital of Fim Digital Ventures Limited.
• Eligible balances held at partner banks are covered under the statutory deposit insurance provisions of the Nigeria Deposit Insurance Corporation (NDIC).
• Fimpaypoint maintains real-time ledger mirror reconciliation to guarantee 100% mathematical fidelity between partner bank balances and merchant available balances.

3. Onboarding Verification & Tiered Transaction Thresholds

Merchants must satisfy Know Your Customer (KYC) requirements prior to initiating live collections or requesting settlement disbursements:

4. Settlement Schedules, Payout Cycles & Fees

Funds collected through your payment links and virtual accounts become available for settlement following verified interbank credit confirmation:

• Settlement Disbursements: Payouts to your designated commercial bank account are processed for settlement.
• Fee Transparency: Applicable transaction charges and merchant processing tariffs are clearly itemized on your account statement.
• Regulatory Levies: Applicable statutory deductions on eligible transactions are remitted in full compliance with current regulatory requirements.

5. Rolling Reserves & Risk Mitigation Holds

To safeguard against chargebacks, consumer fraud, or settlement failure in high-risk commercial categories, Fimpaypoint and its partner banks reserve the right to establish a temporary rolling reserve:

• A predetermined percentage of daily processing volume (typically 5% to 10%) may be held in reserve for a specified window (e.g. 30 to 90 days).
• Reserve funds remain the legal property of the Merchant and are disbursed automatically upon expiration of the holding term minus any settled chargebacks or customer claims.

6. Chargeback Liabilities & Dispute Arbitration

The Merchant is fully liable for all chargebacks, claims, duplicate debits, and fraud refunds resulting from transactions processed through the Merchant's account.

Merchants are required to provide verifiable delivery proof (e.g. signed waybills, digital fulfillment timestamps, customer correspondence) within published arbitration deadlines. Decisions issued by card switching networks and partner banks are final and binding.

7. Security Obligations & Passkey Custody

Merchants must enforce strict internal security standards:

• API Secret Keys and Webhook HMAC Signing Secrets must be securely stored in environment variables and never exposed to client-side code or public repositories.
• Merchants must configure 2FA authentication and are encouraged to register hardware-backed biometric Passkeys (WebAuthn) for console access.
• Any suspected breach or unauthorized credential compromise must be reported to our Security Operations Center immediately.

8. Term, Termination & Post-Termination Reconciliation

Either party may terminate this Agreement upon written notice. Fimpaypoint reserves the right to immediately suspend or terminate access without notice if the Merchant engages in prohibited activities, violates AML/KYC directives, or poses systemic risk to our banking partner network.

Upon termination, a final ledger reconciliation will be conducted, and any net remaining balance (after deducting chargebacks, statutory fees, and reserve holds) will be disbursed to your verified settlement bank account.

9. Governing Law & Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration in Lagos, Nigeria.