Merchant Agreement

Version 1.0. Effective August 2026.

1. About this agreement

This Merchant Agreement ("Agreement") governs the provision of remittance, foreign-exchange, and disbursement services by Technest Limited ("Technest", "we", "us", or "our") to a business that uses those services to move funds into Nigeria (a "Merchant", "you", or "your"). It is the standard agreement for our Remittance-as-a-Service ("RaaS") product.

This Agreement applies to you when you accept it (see section 5). Where we agree bespoke terms with you in a separately signed contract, those terms apply to the extent they differ from this Agreement; otherwise this Agreement applies in full.

This Agreement is different from our Terms of Use, which govern general use of our websites and consumer products. Where you use the RaaS product, this Agreement is the operative contract for that service.

2. Who we are

Technest Limited is a private company incorporated in Nigeria with its registered office at 8 Providence Street, Lekki Phase 1, Lagos State, Nigeria. We are licensed by the Central Bank of Nigeria as an International Money Transfer Operator ("IMTO"), and we operate under the supervision of the CBN and other competent Nigerian authorities.

We provide the services under this Agreement as principal, in our own name, under and within the scope of our IMTO Licence (see section 7).

Some of the services, in particular the collection and foreign-exchange of Corridor Currency, are provided in partnership with banks, payment institutions, and other partners that are licensed or authorised in the relevant jurisdictions. We remain responsible to you for the services as set out in this Agreement.

You can contact us at compliance@the-technest.com.

3. Definitions

For the purposes of this Agreement:

• "Applicable Law" means the laws, regulations, directives, circulars, guidelines, codes, and licence conditions that apply to a party or to the services, including the Banks and Other Financial Institutions Act, the CBN Guidelines on International Money Transfer Services, the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act, and the Nigeria Data Protection Act 2023.
• "Applicable Rate" means the foreign-exchange rate quoted by our treasury function for the conversion of a Corridor Currency to Naira, or the reverse, determined in accordance with section 11.
• "Beneficiary" means a person in Nigeria designated to receive a Payout.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday on which licensed banks are open for general business in Lagos, Nigeria.
• "Commercial Schedule" means the schedule of fees, corridors, and limits that we agree with you and that forms part of this Agreement (see section 12).
• "Corridor Currency" means US Dollars, Pounds Sterling, Euros, and Canadian Dollars, together with any further currency we agree in writing and are permitted to handle under Applicable Law.
• "Instruction" means an instruction you submit through the Platform or the API requesting a Payout.
• "IMTO Licence" means the International Money Transfer Operator licence issued to us by the CBN.
• "KYC" means the customer-due-diligence measures required by Applicable Law, including identification, verification, beneficial-ownership determination, sanctions screening, source-of-funds enquiry, and ongoing monitoring.
• "Payout" means the disbursement of Naira to a Beneficiary pursuant to an Instruction.
• "Platform" means our remittance and disbursement platform, together with its application programming interface (the "API"), dashboards, and reporting tools.
• "Wallet" means the ledger account we maintain recording the balance held to your order in each currency.

Capitalised terms that are not defined in this section take the meaning given to them where they are first used.

4. Eligibility, onboarding, and go-live approval

To use the services you must complete our onboarding, which includes business verification and know-your-business and know-your-customer checks appropriate to the nature of your business, its beneficial owners, and its regulatory status.

Onboarding and go-live are separate steps. Until we have reviewed and approved your onboarding, your account is available on a preliminary, sandbox basis only: you can integrate and test, but you cannot move live funds. Live capability is unlocked only when we approve you for go-live. We may decline go-live, or apply conditions, at our discretion having regard to Applicable Law, our partner requirements, and your risk profile.

You agree to give us truthful, complete, and current information during onboarding and afterwards on reasonable request, and to cooperate with our enhanced due-diligence and periodic reviews, which we may carry out at any time during the relationship.

5. Acceptance and authority to bind

You accept this Agreement electronically through the Platform, or by another method we make available. Your electronic acceptance has the same legal effect as a signature.

By accepting this Agreement on behalf of your business, the individual accepting confirms that they:

• have full authority to bind the business to this Agreement;
• have read and understood this Agreement; and
• agree to all of its terms on behalf of the business they represent.

You and the individual accepting each affirm that the individual is authorised to do so. We may ask you to provide evidence of that authority, and we may decline or suspend live capability until you do.

We record who accepted this Agreement, when, and which version they accepted. Where a new version takes effect, we may require you to accept it before you continue to use the live services.

6. The services

We receive Corridor Currency funds from you, convert them to Naira at the Applicable Rate, and disburse the Naira proceeds to Beneficiaries in Nigeria by instant bank transfer over the Nigeria Inter-Bank Settlement System, together with the reporting, reconciliation, and support described on the Platform.

The corridors, currencies, payout channels, cut-off times, and transaction limits that apply to your account are set out in your Commercial Schedule and on the Platform. We may add corridors or channels, and we may set or vary limits, having regard to Applicable Law, our partner requirements, and your risk profile.

We may perform any part of the services through a partner bank, affiliate, or subcontractor. We remain responsible to you for the performance of the services, subject to section 18.

7. We act as principal under our IMTO Licence

We provide the services as principal, in our own name, under and within the scope of our IMTO Licence. You acknowledge and agree that:

• you acquire no right, title, or interest in our IMTO Licence, and you will not hold yourself out as the holder of, or as operating under, an IMTO or any other licence issued by the CBN;
• you will not describe the arrangement created by this Agreement as a licence-sharing, licence-rental, licence-lease, or sponsored-licence arrangement in any marketing, regulatory filing, or communication with a third party;
• you will not act as a money-transfer operator or payment aggregator in your own right in reliance on our licence, and you will not on-board sub-merchants to the services without our prior written consent; and
• you will not use our name, IMTO Licence number, or regulatory status in any public communication without our prior written consent.

This section is fundamental. A breach of it is a material breach that entitles us to suspend or terminate the services immediately.

8. Your obligations

You agree that you will:

• use the services only for lawful purposes and in accordance with our Acceptable Use Policy;
• carry out your own KYC on your customers and on the senders of funds, to the standard required by the law that applies to you, and retain the records;
• provide, with each Instruction, accurate Beneficiary details, amount, sender identity, and purpose of transfer, and any further information we reasonably require to meet our own obligations;
• not submit funds derived from, or intended for, unlawful activity, and not use the services to evade sanctions or facilitate financial crime; and
• keep your API credentials secure and remain responsible for Instructions submitted using them.

You will notify us in writing, within three Business Days, if any of the following occurs: a change in your control or ownership; insolvency proceedings or a material adverse change in your financial condition; a change in your regulatory status, or notice of an investigation or enforcement action against you; or your establishment of a presence in a new jurisdiction from which you intend to submit transactions.

9. Prohibited and restricted uses

You may not use the services for any business or activity that is prohibited or restricted under our Acceptable Use Policy, under Applicable Law, or under the requirements of our partner banks and payment providers. We may add to or update our restrictions, and we will give you reasonable notice of a change that affects you unless we are required to act sooner.

10. Funding, Wallets, and how we hold your money

The services are prefunded. Cleared funds sufficient to cover the full value of an Instruction and all associated fees must be held to your credit before that Instruction is executed. You fund your Wallet by remitting Corridor Currency to the settlement account we notify to you, from an account held in your own name. We may change the settlement-account details on written notice; you must verify any change with a known Technest contact before remitting.

Funds you place with us are held to your order in connection with the services. They are not a deposit, we do not take them as a deposit, and we do not pay interest on them. We hold these funds in designated client-money accounts maintained with our banking partners, separately from our own money, in accordance with Applicable Law and our regulatory obligations, and we do not use them for our own account. Holding funds with a banking partner does not make that partner a party to this Agreement or give you a direct claim against it. The balance recorded in your Wallet reflects the funds held to your order at any time, net of executed Transactions and fees.

We may apply a minimum prefunding balance or a rolling reserve to your account, as set out in your Commercial Schedule, to cover recalls, returns, and chargebacks.

11. Foreign exchange

We convert Corridor Currency to Naira at the Applicable Rate quoted by our treasury function. A quoted rate is valid only for the window shown at the time of quotation; if you do not accept it within that window, you must obtain a fresh quote. Our foreign-exchange margin is set out in your Commercial Schedule. Exchange rates move, and the rate available to you at any time reflects market conditions and the terms of your account.

12. Fees and payment

The fees for your account (onboarding and platform fees, collection and disbursement fees, foreign-exchange margin, any minimum or reserve, and ancillary charges) are set out in your Commercial Schedule, which forms part of this Agreement. We do not publish standard pricing on this page, because fees depend on your corridors, volumes, and risk profile.

All fees are exclusive of value added tax, which is payable in addition at the rate required by Nigerian law. Transaction fees and foreign-exchange margin are deducted at the time of the relevant Transaction; other fees are invoiced monthly in arrears. Third-party charges (partner-bank, correspondent-bank, provider, and payment-rail charges) are passed through at cost.

We may change the fees in your Commercial Schedule on not less than 30 days' written notice, except where a change is required sooner by Applicable Law or by a third party whose charges we pass through. If you do not agree to a change, you may terminate the affected service before the change takes effect.

13. Compliance, screening, and monitoring

We screen customers, Beneficiaries, Instructions, and counterparties against the sanctions and prohibited-persons lists that apply to us, and we monitor Transactions for indicators of money laundering, terrorism financing, fraud, sanctions evasion, and other financial crime. Our approach is described in our AML / CFT Statement.

We may delay, hold, decline, reverse, or freeze a Transaction, and we may suspend or close your account, where we consider it necessary to meet our legal or regulatory obligations, to manage risk, or to comply with a lawful direction. Where we are required to report suspicious activity, we will do so, and Applicable Law prohibits us from tipping you off about the existence or content of such a report.

14. Data protection

Each party is responsible for its own compliance with the Nigeria Data Protection Act 2023 and other applicable data-protection law in respect of the personal data it processes. We process personal data in connection with the services as described in our Privacy Policy and our Data Processing Agreement. Where you send us personal data about your customers or Beneficiaries, you confirm that you are entitled to do so and that you have provided any notices and obtained any consents required for us to process it for the purposes of the services.

15. Confidentiality

Each party will keep confidential the non-public information it receives from the other in connection with this Agreement, use it only for the purposes of this Agreement, and protect it with reasonable care. This does not apply to information that is or becomes public through no breach of this Agreement, that a party already held without a duty of confidence, or that a party is required to disclose by law or by a regulator, in which case it will, where lawful, tell the other party first.

16. The Platform and intellectual property

We grant you a non-exclusive, non-transferable right to access and use the Platform and the API for the term of this Agreement, solely to use the services. All intellectual-property rights in the Platform, the API, and our documentation remain ours. You will not copy, resell, or provide access to the Platform or the API to a third party except as this Agreement allows, and you will comply with our technical documentation and reasonable security requirements.

17. Representations and warranties

Each party warrants that it is duly incorporated and validly existing, that it has the authority to enter into and perform this Agreement, and that its entry into and performance of this Agreement does not breach any law or obligation that binds it. You further warrant that you hold any licence, registration, or authorisation you require for your own business, and that the information you give us is accurate and complete.

18. Liability

Neither party excludes or limits its liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot be excluded or limited under Applicable Law.

Subject to that, neither party is liable to the other for loss of profit, loss of revenue, loss of business, or any indirect or consequential loss, in each case however arising; and each party's total liability to the other arising out of or in connection with this Agreement in any 12-month period is limited to an amount equal to the total fees you paid us in the 12 months before the event giving rise to the claim.

The limit in the previous paragraph does not apply to your obligation to pay fees and other amounts properly due, to a party's indemnity obligations under section 19, to a breach of section 7 (principal / licence) or section 15 (confidentiality), or to a party's breach of its data-protection obligations.

19. Indemnity

You will indemnify us against losses, liabilities, claims, fines, and reasonable costs we incur arising from: your breach of this Agreement; your failure to carry out KYC on your customers or senders as required by section 8; the fraud, negligence, or wilful misconduct of you or your personnel; your use of the services in breach of Applicable Law; and third-party claims arising from your relationship with your customers or Beneficiaries.

We will indemnify you against losses you incur arising from our fraud, our wilful misconduct, or our breach of Applicable Law in providing the services, subject to the limits in section 18.

20. Suspension

We may suspend your access to the services, in whole or in part, where we reasonably believe it is necessary to protect you, us, a Beneficiary, or a third party from harm; where required by Applicable Law or a regulator; where we suspect fraud, financial crime, or a breach of this Agreement; or where a partner bank or payment provider requires it. We will restore access when the reason for suspension is resolved, and we will tell you the reason for a suspension unless we are prohibited from doing so.

21. Term, termination, and the return of your funds

This Agreement takes effect when you accept it and continues until terminated.

Either party may terminate this Agreement on 30 days' written notice. We may terminate or suspend it immediately where you commit a material breach that is not remedied within a reasonable period, where you breach section 7 (principal / licence), where you become insolvent, where you lose a licence or authorisation you require, where a sanctions or financial-crime event affects you, or where we are required to do so by Applicable Law or a regulator.

On termination, you must stop submitting new Instructions and complete or cancel any pending Transactions. We will return the balance held to your order in your Wallet, less any fees, reserves, and amounts properly due to us and less any amount we are required to withhold to cover pending recalls, returns, chargebacks, or a legal or regulatory hold. We will return that balance within 30 Business Days of the later of the effective date of termination and the resolution of any such hold, to an account in your name that you nominate. Sections that by their nature survive termination, including sections 13 to 19 and 24, continue in force.

22. Changes to this Agreement

We may change this Agreement from time to time to reflect changes in the services, our operations, our partner requirements, or Applicable Law. When we make a change, we will publish the updated Agreement on our website and give you notice through the Platform, by email, or by another reasonable means. The "Version", "lastReviewed", and "effective" markers at the top of this page tell you which version is current and when it took effect.

Where a change is material, we may require you to accept the new version before you continue to use the live services. If you do not accept a material change, you may terminate the affected service before the change takes effect. Your continued use of the live services after a change takes effect is your acceptance of the change.

23. General

No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, or agency between the parties, and neither party may bind the other, except where the parties expressly agree otherwise in writing (for example, where we agree to appoint you as an agent, or to work together for a specific purpose). Each party acts on its own account.

Assignment. You may not assign or transfer this Agreement without our written consent. We may assign or transfer it to an affiliate or successor, or in connection with a reorganisation, on notice to you.

Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control. This does not excuse your obligation to pay amounts properly due.

Notices. We may give you notices through the Platform, by email to the address on your account, or by another reasonable means. You may contact us at compliance@the-technest.com.

Entire agreement. This Agreement, together with your Commercial Schedule and the policies it incorporates, is the entire agreement between the parties on its subject matter and replaces any earlier understanding on that subject matter. Where they conflict, the body of this Agreement prevails, except in respect of fees, where your Commercial Schedule prevails.

Severance and waiver. If any provision is found to be unenforceable, the rest of this Agreement continues in force. A failure to enforce a right is not a waiver of it.

24. Governing law and disputes

This Agreement is governed by the laws of the Federal Republic of Nigeria. The parties will try in good faith to resolve any dispute by discussion. A dispute that is not resolved within 30 days may be referred to arbitration by a sole arbitrator, seated in Lagos, under the Arbitration and Mediation Act 2023. This section does not prevent either party from seeking urgent interim relief from a court, or us from taking any step required by Applicable Law or a regulator.

25. Contact

For questions about this Agreement, please contact us at:

Technest Limited
8 Providence Street, Lekki Phase 1, Lagos State, Nigeria
Email: compliance@the-technest.com