Merchant Agreement

1. Merchant Status & Operating Principles

This Merchant Agreement ("Merchant Agreement") sets forth the rights, duties, and operational requirements governing independent currency brokers and liquidity providers ("Merchants") operating on the Paytali platform. This Agreement supplements the Terms of Service and the Escrow and Collateral Agreement.

Merchants operate as independent market counterparties. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between any Merchant and Paytali.

2. Onboarding & Enhanced Verification (KYB)

To qualify as a verified Merchant, an applicant must satisfy our enhanced Know Your Business (KYB) and source-of-funds verification standards:

• Complete Tier 1 personal biometric identity verification via Smile ID;
• Provide valid corporate registration documentation (e.g., Corporate Affairs Commission [CAC] registration for Nigeria, or Commercial Register documentation for Egypt), where applying as a registered business entity;
• Demonstrate verified commercial bank accounts and mobile wallet channels in good standing;
• Submit declarations verifying the lawful origin and source of all trading liquidity;
• Deposit the mandatory security collateral deposit into the platform escrow vault.

3. Single Tier MVP & Minimum Deposit Requirements

Paytali operates a streamlined flat single-tier collateral model for its MVP release:

• All approved merchants must maintain an active security deposit in Nigerian Naira (NGN) or West African CFA Franc (XOF) at or above the designated minimum operating threshold (e.g., [NGN 500,000 / XOF Equivalent]);
• The Reactivation Floor is established at 80% of the minimum deposit. If accumulated platform fee debits erode the deposit below this floor, the Merchant's ads are automatically hidden from the marketplace until a top-up deposit is confirmed;
• There are no VIP fee discounts or differentiated tier privileges in the MVP; all approved merchants are evaluated strictly on available capacity and market pricing.

4. Merchant Operational Obligations

Every active Merchant covenants and agrees to:

1. Maintain sufficient personal fiat liquidity in their banking and wallet accounts to fulfill all active ad capacity;
2. Continuously monitor incoming orders and independently verify receipt of funds by logging into their banking or mobile money portal before marking orders as confirmed;
3. Disburse agreed counterparty funds to the buyer's verified payout coordinates promptly upon receiving payment proof, strictly within the specified payment window;
4. Honor the exchange rates published in their active ads without demanding surcharges, offline handling fees, or renegotiated rates;
5. Maintain strict professional conduct and refrain from contacting buyers outside of the platform's encrypted in-app interface;
6. Reject any inbound payment received from a third party not matching the buyer's verified legal name, and immediately report the transaction to Paytali compliance.

5. Platform Service Fees

Paytali charges Merchants a platform service fee (typically 1.0% of the gross transaction value) for order matching, capacity monitoring, and automated dispute escrow protection.

Platform fees are debited automatically from the Merchant's collateral deposit balance upon successful order completion (COMPLETE state). No fees are deducted from buyer payouts or trade settlement sums.

6. Merchant Lifecycle Statuses

A Merchant's account status transitions through four formal lifecycle states:

• pending_approval: Initial status during application review and deposit verification;
• active: Fully qualified to publish ads, receive orders, and execute exchanges;
• suspended: Temporarily restricted from trading due to pending dispute investigations, deposit balance below reactivation floor, or compliance reviews;
• deactivated: Permanent termination of merchant status due to severe breach, fraud, or voluntary off-boarding.

7. Collateral Liquidation & Recourse

If a Merchant defaults on a matched order—whether by unresponsiveness, refusal to disburse funds after receiving payment, or attempting fraudulent chargebacks—Paytali shall exercise immediate recourse against the Merchant's security deposit to satisfy the buyer's claim and cover administrative dispute costs, as stipulated in the Escrow and Collateral Agreement.