Terms of Service

1. Introduction & Acceptance of Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and [Paytali Technologies Ltd. / Registered Operating Entity] ("Paytali", "we", "us", or "our"), governing your access to and use of the Paytali website, mobile applications, APIs, and peer-to-peer (P2P) matching platform (collectively, the "Platform").

By registering for an account, accessing, browsing, or using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms, as well as our Privacy Policy, Cookie Policy, and all incorporated policies. If you do not agree to these Terms in their entirety, you must immediately cease accessing the Platform.

2. Essential Platform Nature & Non-Custodial Model

Paytali is a software technology matching platform, not a bank, broker-dealer, or custodial financial institution. We connect currency buyers seeking Egyptian Pounds (EGP), Nigerian Naira (NGN), and West African CFA Franc (XOF) with independent, vetted third-party merchant brokers ("Merchants").

Zero Custody of Trade Settlement Funds: Paytali does not custody, receive, transmit, or hold customer trade settlement funds at any time. When you execute a currency exchange through the Platform:

• Fiat payments move directly between the buyer and merchant through external, domestic commercial banking networks, instant payment systems (e.g., InstaPay in Egypt, NIP in Nigeria), licensed mobile money networks (e.g., Vodafone Cash, Orange Money, Wave), or vetted physical partner cash-out stores.
• Paytali does not act as an escrow agent for fiat settlement funds and has no legal or physical custody over fiat monies transferred between counterparties.
• The only funds Paytali custodies are merchant security deposits held in NGN or XOF exclusively as recourse collateral against merchant non-performance and for platform fee deductions, as set forth in the Escrow and Collateral Agreement.

3. User Eligibility & Account Registration

To register for an account and access the Platform, you represent and warrant that:

• You are an individual of at least 18 years of age with full legal capacity to enter into binding contracts under applicable law;
• You are not a resident of, or accessing the Platform from, any jurisdiction subject to comprehensive international sanctions (including Cuba, Iran, North Korea, Syria, or the Crimea/Donbas regions);
• You are not listed on any domestic or international sanctions lists (OFAC, UN, EU, UK, or Egyptian and Nigerian AML/CFT watchlists);
• All registration information you submit—including your legal name, date of birth, nationality, email address, phone number, and identity credentials—is authentic, accurate, and complete;
• You will maintain only one personal account. Creating multiple personal accounts, sharing credentials, or impersonating another person is strictly prohibited and results in immediate termination.

4. Account Types: Personal & Merchant

The Platform provides two distinct tiers of participation:

• Personal (Buyer) Accounts: All users register by default as personal buyers. Personal buyers may browse the P2P Marketplace, select merchant ads, initiate Quick Match exchanges, coordinate settlement via in-app instructions, and confirm receipt of funds. Buyers pay zero platform trading fees.
• Merchant Accounts: Users wishing to act as liquidity providers and publish currency ads must submit a specialized merchant application, undergo enhanced KYB verification, and deposit mandatory recourse collateral in NGN or XOF. Merchant status is subject to approval by Paytali compliance officers and is governed by the Merchant Agreement.

5. Identity Verification (KYC / KYB)

In compliance with applicable anti-money laundering and counter-terrorist financing (AML/CFT) laws, all users must complete identity verification before initiating or accepting trades.

Verification is powered by Smile ID and includes automated document verification, biometric liveness checks, and national database validation (e.g., Nigerian National Identity Number [NIN] and Bank Verification Number [BVN], Egyptian National ID or valid Passport/Residency Card). We reserve the right to request additional documentation or re-verify accounts at any time.

6. Confidentiality & Prohibition of Off-Platform Contact

To protect the privacy and safety of all participants, Paytali enforces a strict zero-contact-leakage security model:

• At no point will your personal phone number, physical address, or email address be disclosed to your counterparty prior to or during order execution.
• Users must not share phone numbers, WhatsApp links, Telegram handles, email addresses, or social media accounts in order instructions, notes, or payment references.
• Any attempt to conduct transactions outside the Platform to circumvent security collateral, fees, or KYC rules is a material breach of this Agreement, resulting in immediate account freezing and loss of platform dispute protections.

7. Transaction Lifecycle & Binding Rate Lock

When a buyer selects an ad or initiates Quick Match, an Order is instantly created in the MATCHED status. The exchange rate is locked instantaneously upon order generation.

A payment countdown window (typically 15 to 30 minutes, as specified in the merchant's ad) begins immediately. The buyer must disburse payment via the specified payment channel and upload verifiable payment proof before the countdown timer expires. Failure to submit proof within the window results in automated order cancellation by the system.

8. Third-Party Payment Prohibition

You must only send funds from a bank account, mobile money wallet, or payment instrument registered under your own verified legal name.

Third-party payments (sending funds from an account belonging to a friend, spouse, business, or unrelated party) are strictly prohibited. Merchants are required to reject third-party payments, and any resulting disputes will be resolved in favor of the recipient, with the sender liable for return processing fees and administrative review costs.

9. Fees & Exchange Rates

Paytali does not charge buyers any platform fees. Platform trading fees (typically 1% of the trade value) are charged exclusively to merchants and are debited directly from the merchant's collateral deposit balance upon order completion.

Exchange rates displayed on the Marketplace are established independently by merchants. Paytali displays mid-market reference rates for informational purposes only and does not fix, guarantee, or intervene in market-driven exchange rates.

10. Suspension, Termination & Collateral Forfeiture

Paytali reserves the right to suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if we reasonably suspect that:

• You have violated these Terms, the Acceptable Use Policy, or any applicable legal regulation;
• You have engaged in fraudulent activity, payment reversals, false payment proof submission, or abusive dispute claims;
• Your account activity presents unacceptable AML/CFT or legal risk;
• A merchant has defaulted on trade fulfillment, in which case Paytali shall exercise recourse against the merchant's security deposit to reimburse the affected buyer.

11. Disclaimers & Limitation of Liability

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYTALI DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

UNDER NO CIRCUMSTANCES SHALL PAYTALI, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY TRANSACTION EXECUTED WITH A COUNTERPARTY.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction of Incorporation / Commercial Courts], without regard to conflict of law principles. Any dispute arising under these Terms that cannot be resolved through informal negotiations within 30 days shall be submitted to binding arbitration in accordance with our Dispute Resolution Policy.

13. Contact Information

If you have questions or concerns regarding these Terms, please contact our Legal and Compliance team:

Legal Affairs Department
[Paytali Technologies Ltd. / Operating Entity]
Email: legal@paytali.com
Compliance Office: compliance@paytali.com
Cairo Regional Desk · Lagos Administrative Office