Terms of Use

1. Acceptance of these terms

These Terms of Use ("Terms") form a binding agreement between you and Technest Limited ("Technest", "we", "us", or "our") and govern your access to and use of our websites, applications, products, and services, including Swappr and Pouch (the "Services").

By creating an account, accessing, or using the Services, you confirm that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, our Cookie Notice, our Acceptable Use Policy, and any other policies or agreements that we make available and that apply to the Services you use (together, the "Agreement"). If you do not agree, you may not use the Services.

Where you access the Services on behalf of a business or other legal entity, you confirm that you are authorised to bind that entity and that all references to "you" in these Terms include both you personally and the entity.

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 Nigerian competent authorities.

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

3. Definitions

For the purposes of these Terms:

• "Account" means the account you open with us to access and use the Services.
• "Beneficiary" means an individual or entity that receives funds through a transaction initiated through the Services.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday on which banks are generally open for business in Lagos, Nigeria.
• "Funds" means money you place into a Wallet or transmit through the Services.
• "KYC" means "know-your-customer" identity verification carried out in line with applicable Nigerian law.
• "Services" has the meaning given in section 1.
• "Transaction" means a payment, transfer, conversion, or similar instruction initiated through the Services.
• "User", "you", "your" means the individual or entity that accesses or uses the Services.
• "Wallet" means a balance ledger we maintain for you that records the value of funds held to your order in connection with the Services.

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

4. Eligibility

To use the Services you must:

• be at least 18 years old and have the legal capacity to enter into a binding contract;
• provide accurate, current, and complete information to us during registration and throughout the relationship;
• comply with these Terms, our other policies, and all applicable laws;
• use the Services only for lawful purposes consistent with the Acceptable Use Policy.

We may refuse to open an Account, or close an existing Account, where we reasonably believe that the eligibility requirements are not met or where we are required or permitted to do so by law.

Some of our Services are available only to business users. We may impose additional eligibility criteria for those Services, including criteria relating to the nature of your business, your jurisdiction, and your regulatory status. ## 5. Account registration, KYC, and customer due diligence

To use most of the Services you must open an Account and complete identity verification.

We carry out customer due diligence in line with the CBN's tiered "know-your-customer" framework. The level of verification we require, the limits we apply, and the documentation we ask for depend on the tier appropriate to your intended use of the Services. Higher tiers — which support higher transaction limits and a broader set of features — typically require us to verify additional information, including a Bank Verification Number (BVN), government-issued identification, proof of address, and, for business accounts, details of the entity and its beneficial owners. We may also request information about the source of funds and the purpose of transactions. You agree to:

• provide truthful, complete, and up-to-date information during registration and at our reasonable request afterwards;
• promptly notify us of any change to your name, address, identification documents, beneficial owners, or any other information we hold about you;
• cooperate with our enhanced due-diligence and periodic reviews, which we may carry out at any time during the relationship.

We may refuse, limit, suspend, or close your Account if you do not complete or maintain the required verification, or if any information you provide is inaccurate, incomplete, or out of date.

6. Security of your Account

You are responsible for keeping your login credentials, devices, and authentication factors secure. You must not share your credentials with anyone, and you must notify us promptly at compliance@the-technest.com if you suspect that your Account has been accessed without your authorisation or that your credentials have been compromised.

We may require additional authentication, such as one-time passcodes or other multi-factor checks, before processing certain Transactions or changes to your Account.

7. Use of the Services

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms.

Your use of the Services is subject to our Acceptable Use Policy. You agree not to use the Services in any way that is prohibited under the Acceptable Use Policy, by law, or by these Terms.

8. Transactions

When you instruct a Transaction through the Services, you authorise us to debit your Wallet or funding source and to take the steps necessary to execute that Transaction, subject to these Terms.

Fees and rates. We charge fees for our Services. The applicable fees and any exchange rate are presented to you before you confirm a Transaction. By confirming, you agree to the disclosed fees and rate. We may change our fees and rates from time to time in line with section 19.

Authorisation and acceptance. We are not obliged to accept or process any Transaction. We may refuse, delay, suspend, or reverse a Transaction where we reasonably believe that processing it would (i) breach applicable law, including anti-money-laundering, counter-terrorism-financing, or sanctions requirements; (ii) breach these Terms or our other policies; (iii) expose us, you, or a third party to fraud, security, or operational risk; (iv) require us to act against an order or request from a regulator, court, or other competent authority; or (v) for any other reason permitted by law. Where we refuse or delay a Transaction, we will tell you to the extent we are legally able to do so.

Cut-offs and processing times. Transactions are typically processed promptly during operating hours, but processing times depend on the destination, the receiving institution, and other factors outside our control. Cut-off times, weekends, and public holidays may delay processing.

Errors and reversals. If you believe a Transaction is incorrect or unauthorised, contact us at compliance@the-technest.com as soon as possible. We will investigate in good faith and, where appropriate and where we are able to do so, take steps to correct the error. The ability to reverse a Transaction depends on the status of the Transaction and the cooperation of the receiving institution. Where a Transaction has settled to a Beneficiary, we may not be able to recover the funds.

Disputes. We have a complaints process to handle disputes about Transactions or our Services. Please contact us at compliance@the-technest.com to raise a complaint, and we will respond within the timeframes required by applicable law.

9. Wallets and funds held to your order

Funds you hold in a Wallet represent claims against us and are not a deposit or savings account. Wallet balances do not earn interest unless we expressly say otherwise. All customer funds are held by Regulated Authorized Banks (ABs) and in line with the requirements that apply to us as a CBN-licensed IMTO.

10. Beneficiaries

When you add a Beneficiary or instruct a Transaction to a Beneficiary, you are responsible for the accuracy of the details you provide, including the Beneficiary's name, account number, bank or wallet identifier, and currency. We may rely on the details you provide. We are not responsible for losses caused by inaccurate Beneficiary details, although we will make reasonable efforts to help you trace and, where possible, recover misdirected funds.

11. Restrictions on use

You must not use the Services for any unlawful, fraudulent, or harmful purpose, including any purpose prohibited by our Acceptable Use Policy. You must not attempt to circumvent our verification, security, or fraud-prevention controls, and you must not access or use the Services in a way that interferes with their availability, integrity, or performance.

12. Intellectual property

The Services, including all related software, content, designs, text, graphics, logos, trademarks, and other materials, are owned by Technest or our licensors and are protected by intellectual-property and other laws. We grant you only the limited right to use the Services described in these Terms. You must not copy, modify, distribute, sell, sublicense, reverse engineer, scrape, or create derivative works of the Services, except as expressly permitted by law or with our prior written consent.

You retain ownership of the content you submit through the Services. You grant us a non-exclusive, worldwide, royalty-free licence to use, host, copy, transmit, display, and process that content as necessary to operate and improve the Services.

13. Third-party services

The Services may interact with services operated by third parties, including banks, payment processors, identity-verification providers, and communications providers. Your use of those third-party services may be subject to additional terms imposed by those providers. We are not responsible for third-party services, except to the extent we are acting as their authorised representative or where required by law.

14. Privacy

Our handling of personal data is described in our Privacy Policy, which forms part of the Agreement.

15. Disclaimers

To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, secure, error-free, or free from harmful components.

Nothing in this section excludes or limits any warranty, condition, or liability that cannot be excluded or limited under applicable law.

16. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, consequential, special, incidental, punitive, or exemplary loss or damage, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, however arising, whether under contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such loss or damage.

To the maximum extent permitted by applicable law, Technest's total aggregate liability arising out of or in connection with the Agreement and your use of the Services will not exceed the greater of (a) US $1,000 or (b) the fees paid by you to Technest in the 12 months preceding the event giving rise to the claim.

The limitations in this Section 16 do not apply to: (i) your indemnification obligations under this Agreement; (ii) liability arising from fraud, fraudulent misrepresentation, or willful misconduct; (iii) infringement of intellectual property rights; (iv) any liability that cannot be limited or excluded under applicable law.

17. Indemnity

You agree to indemnify, defend, and hold harmless Technest and our affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of the Agreement; (b) your violation of applicable law; (c) your misuse of the Services; or (d) your infringement of the rights of any third party. This indemnity does not apply to the extent that the relevant claims, losses, damages, liabilities, costs, or expenses are caused by our breach of these Terms, our negligence, or our wilful misconduct.

18. Suspension, termination, and Account closure

We may suspend, restrict, or terminate your access to the Services, or close your Account, with or without notice, where we reasonably believe that: (a) you have breached the Agreement or any other agreement with us; (b) suspension or termination is required by law or by a regulator, court, or other competent authority; (c) your use of the Services exposes us, you, or a third party to fraud, security, operational, reputational, or compliance risk; or (d) continued provision of the Services to you is not commercially or operationally viable.

You may close your Account at any time by following the steps we make available, subject to the satisfaction of any outstanding obligations and the completion of any Transactions in progress.

Closure of your Account does not affect rights or obligations that arose before closure. We may retain personal data and Transaction records after closure to the extent required by law, as described in our Privacy Policy.

19. Changes to these Terms

We may update these Terms from time to time. Where we make material changes, we will tell you in advance through the Services or by other reasonable means. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Services and close your Account.

20. Communications and notices

We may communicate with you through the Services, by email, by SMS, or by other reasonable means. You agree to receive electronic communications from us, and you agree that electronic communications satisfy any legal requirement that communications be in writing.

21. Force majeure

We will not be liable for any failure or delay in performing our obligations under the Agreement where the failure or delay results from an event beyond our reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, governmental action, regulatory intervention, failures of telecommunications or financial-market infrastructure, or interruption of the services of our banking partners.

22. Assignment

You may not assign or transfer any of your rights or obligations under the Agreement without our prior written consent. We may assign or transfer our rights and obligations under the Agreement, in whole or in part, on reasonable notice to you.

23. Severability and waiver

If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed and the remainder of the Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be a waiver of that right or provision.

24. Entire agreement

The Agreement constitutes the entire agreement between you and Technest in relation to its subject matter and supersedes any prior agreements, understandings, or representations.

25. Governing law and jurisdiction

These Terms and the Agreement are governed by the laws of the Federal Republic of Nigeria.

The courts of Lagos State, Nigeria have exclusive jurisdiction to settle any dispute, claim, or proceeding arising out of or in connection with the Agreement or your use of the Services, save that we may bring proceedings in another jurisdiction where necessary to protect our rights. ## 26. Contact us

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