Update October 2021
“Agent” means a person or entity who successfully subscribes to use the Service. The term Agent shall include the said Agent’s personal representatives, successors in title and assigns as well as persons acting with the Agent’s authority such as servants or employees.“Cash” means the lawful currency of the Federal Republic ofNigeria.“Charges” means the charges for the use of the Service as may be prescribed and published by Topos International Ltd, from time to time.“Contract”: means the terms and conditions contained herein and as may be amended in writing, from time to time by Topos International Ltd.“6THC”, “we”, “us”, “our”, means Topos International Ltd and where applicable, its employees, officers and authorized agents.“Topos Wallet” means a digital account on the Service that, when funded, allows an Agent to make electronic transactions on behalf of members of the public.“PIN” means your personal identification number being the password you choose to access and operate your Topos Wallet and includes the one-time PIN sent to you on registration for the purpose of activating your Topos Wallet.“Recipient” means member of the public or corporate entity to whom a fund transfer has been initiated through the Service.“You” or “your” means the Agent who has registered to use the Service.
2. ACCESS THE SERVICE
To access the Service or some of the resources it offers, you will be required to provide certain registration details or other information i.e. bank account or card details, information about location of your business, etc. You represent and warrant that all the information you provide will be correct, current and complete. If we believe that the information you provide is not current, incorrect, incomplete or misleading, we have the right to refuse you access to the Service or any of its resources, and to terminate or suspend your access at any time.
You are responsible for safeguarding the password that you use to access the Service. We encourage you to use “strong” passwords(passwords that use a combination of upper and lower case letters, numbers and symbols). We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. AGE OF USERS
To use the Service, you must be, and represent and warrant that you are 18 years and over and of legal competence to enter into a binding agreement with us, and are not otherwise prohibited from using the Service in accordance with these terms and conditions or any relevant laws.
5. PROOF OF IDENTIFICATION
To use the Service, you must provide sufficient proof of identification (ID). The following items shall constitute sufficient proof of(ID): original national ID card, driver’s licence or international passport if you are a Nigerian national; and original alien certificate, diplomatic ID or passport if you are a foreign national.6THC may at its sole discretion, reject any attempt to use the Service and its resources if any of the requirements set out above are not met or if you fail to provide us with satisfactory proof of ID.
7. CHANGES TO THE SERVICE
8. SERVICE DESCRIPTION
The Service permits registered Agents to make a profit while performing financial transactions on behalf of members of the public including without limitation, transfers, withdrawals, access to loans, using Topos Wallets.All transactions shall be denominated in Nigerian Naira. The Service may not recognize any other monetary value. You hereby agree to round off any transaction value to the nearest Nigerian currency.Subject to the prescribed transaction limits and the provisions of these Terms and Conditions, the balance of your Topos Wallet is redeemable at any time and shall be disposed of only in accordance with your instructions given via the Service.Topos International Ltd may in its absolute discretion, restrict or limit the number of Topos Wallets that Agents may operate at any one time.
9. TOPOS WALLET USAGE
After your Topos Agent Wallet has been opened and activated, you will be able to initiate the following TransactionsOpen Topos Wallet for your verified customers;Initiate and verify cash deposits on your customers Topos Wallets;Verify cash withdrawals from customers Topos Wallets;Verify money transfer from one customer’s Topos Wallet to another;Send money to personal or third party accounts from your Topos Wallets;Manage customers Topos Wallet (e.g. check balance inquires, change PIN, etc.);Issue micro loans to Topos Wallet holders;Any other transactions as may be introduced by Topos International Ltd from time to time.Some interest will be paid on any funds held in your Topos Wallet.A detailed description of how activities are regulated and compensated will be provided at the time of the Topos Agent agreement signature. Topos International Ltd does not warrant that all functionalities and or transactions on the Service shall be available at all times. Topos International Ltd may withdraw any functionality and or transaction or the entire Service as a direct result of new or amended legislation, statutory instrument, government regulations or policy or any other compelling reason.Topos International Ltd may provide additional functionalities and or transactions on the Service following integration with platforms of financial institutions and other entities providing you with specified services. Such functionalities may give you limited access to platforms of the financial institutions or other entities. By using such functionalities to gain access to other platforms, you hereby agree to indemnify Topos International Ltd against, and hold Topos International Ltd harmless from any losses arising from your access to such external platforms.In the event of any review of our business planning, technical, public interest or operational reasons, changes within the industry, recommendations from regulatory bodies or similar events, Topos International Ltd may vary these terms and conditions or policies affecting usage and shall notify you of such changes through appropriate means. Your continued use of the Service shall be deemed to be your acceptance of all such varied terms and condition
10. TRANSFER OF FUNDS
Transaction limits and charges as prescribed by Topos International Ltd shall apply each time you deposit, withdraw or send money, or use other functionalities that effect the transfer of funds from or to Topos Wallets.Transaction requests will not be completed:a.If your customers have insufficient funds in your Topos Wallet to complete the transaction and or to cover the charges for the transaction;b. If you have reached the maximum Topos Wallet balance limit prescribed by the Service;c.If you have reached the daily credit prescribed by the Service;d.If your Topos Wallet has been temporarily suspended or permanently frozen on valid grounds;e.If there is any other compelling reasons such as temporary system delay or outage.If the funds in Topos Wallets are not sufficient to conduct your transaction (including covering the transaction cost) request in full, the transaction will not be completed and no funds will be debited from Topos Wallets.Where the Service is unable to complete a transaction you will be notified.In the event that a transaction fails but a customer’s Topos Wallet is debited, you shall inform the Topos International Ltd customer support of this occurrence. Upon receipt of this report Topos International Ltd shall conduct an investigation and effect a refund to the customer’s Topos Wallet only where the failed transaction was occasioned by a glitch or technical failure of the Service.A transaction once completed is final and irrevocable. As such, Topos International Ltd shall not be under any compulsion to reverse any transaction.Notwithstanding the import of clause above, Topos International Ltd reserves the right, at its sole discretion, to cancel or reverse a transaction if reasonable grounds such as manifest error or fraud are shown and PROVIDED THAT the Recipient has not redeemed the funds covered by the transaction and the reversal claim is made within one (1) month of the erroneous transaction date. It will be taken that you waive all claims against us, to the fullest extent of the law after the said period.Topos International Ltd shall not be compelled to refund or compensate the sender if the funds are sent to a recipient mistakenly or in error or fraudulently or under duress and you hereby agree to hold Topos International Ltd harmless for any losses arising from a mistaken, erroneous or fraudulent transfer of funds or any transfer of funds from any Topos Wallet effected under duress or under coercion or criminal force.
11. TOPOS WALLET OPENING AND MAINTENANCE
You are responsible for ensuring that your registration details are maintained and updated.Topos International Ltd reserves the right to request for further information pertaining to your Topos Wallet at any time. Failure to provide the required information may result in limitation on usage of the Service, suspension or termination of your access to the Topos Wallet.
You may generate, from the Service, an official statement containing the details of the transactions conducted on your Topos Wallet for a specified period and for which you may be charged a fee. Such official statement shall be conclusive evidence of the transactions conducted on your Topos Wallet during the period covered in the statement.For the avoidance of doubt, Topos International Ltd shall not be obliged to adduce evidence in any civil or criminal court in relation to the contents of the statement pursuant to clause above
Access to the Service is PIN protected. You hereby agree to guard your PIN and not to disclose it to any third-party including staff of Topos International Ltd or any person purporting to have authority to request for it.You acknowledge that you shall be solely responsible for the security of your PIN. Topos International Ltd shall not be liable for any disclosure of yourPIN to any third party and you hereby agree to hold Topos International Ltd harmless from any losses that may result from any PIN disclosure.You are responsible for all instructions given to Topos International Ltd in relation to your Topos Wallet. Topos International Ltd shall deem eachTopos International Ltd shall deem each correct PIN entry as being performed by the legitimate owner of the Topos Wallet and shall regard all subsequent transactions as validly performed by you.You are prohibited from using any services or facilities provided in connection with the Service to compromise security or tamper with system resources and/or Topos Wallets. The use of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Topos International Ltd reserves the right to release your details to system administrators in order to assist them in resolving security incidents.Topos International Ltd reserves the right to investigate suspected violations of these terms and conditions.
You are responsible for the transfer of all the collected fees to us on a timely basis. The quota of fees that you shall be entitled to will be displayed in real time within your Topos dashboard. You shall receive the quota of the fees you are entitled to monthly. All charges applicable to the use of the Service are set forth in a separate fee schedule and as may be published from time to time by Topos International Ltd and are subject to change at any time at Topos International Ltd’s sole discretion.All fees are deducted at source and are subject to change at any time at Topos International Ltd’s sole discretion.Fees payable on each transaction will be deducted from your customers Topos Wallet at the completion of each transaction. Your new balance on completion of the transaction shall be notified to you within your Topos dashboard.Except as may otherwise be notified, fees are inclusive of all applicable taxes including Value Added Tax at the prevailing rate.
15. ELECTRONIC DELIVERY STATEMENT AND YOUR CONSENT
You agree that we may provide to you notices and other information concerning us or the Service electronically, including notice to any email address that you may provide.
16. SUSPENSION, TERMINATION AND FREEZING
We reserve the right at our sole discretion to suspend or terminate the agreement if you use the Service for unauthorized purposes.You acknowledge that we may be compelled by law to suspend and/or freeze your Topos Wallet or decline to execute your transaction requests if there are reasonable grounds to suspect that a Topos Wallet has been or is being or may be used to receive or send funds in connection with any criminal or fraudulent activity.We may, at our discretion, close your Topos Wallet at anytime for any reason upon giving one (1) weeks’ notice to you and making reasonable attempts to reach you. In such circumstances, you shall be entitled to the balance of any funds remaining in your Topos Wallet.We may send notices to you at any postal address provided by you or electronically by SMS to your mobile telephone number with which you registered on the Service.This agreement terminates automatically upon the death of the Agent who has signed up to use the Service.
6THC may investigate any suspicious activity on the Service and, depending on the outcome of such investigation, may escalate the suspicious activity to the relevant law enforcement authority.
18. DISCLAIMER AND WARRANTIES
THE CONTENT OF THIS SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SERVICE WILL BE INTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE INCLUDING THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICE, WHICH MAY BE AFFECTED BY FACTORS OUTSIDE TOPOS INTERNATIONAL LTD’S CONTROL OR MAY BE SUBJECT TO PERIODIC TESTING, REPAIR, MAINTENANCE OR UPGRADES. THE CONTENT MAY INCLUDE TECHNICAL ERRORS AND THE COMPANY MAY MAKE CHANGES, OR IMPROVEMENTS AT ANY TIME. YOU, ANDNOT US, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SERVICE OR IT’S CONTENT. WE MAKE NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OR OTHERS AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. The relationship of Topos International Ltd and the User/Agent established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to:
(i) give either party the power to direct and control the day-to-day activities of the other,
(ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or
(iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.You understand that we cannot and do not guarantee or warrant that our Service or content made available thereon will be free of any viruses, worms, Trojans horses, or other codes that many manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for this reconstruction of any lost data. We do not assume any responsibility or risk for your use of the internet.The content, features and functionalities on the Service are not necessarily complete and up to date and should not be used to replace any written reports, statement, or notices provided by us.
19. LIMITATION OF LIABILITY
Topos International Ltd will not be responsible for any claims whatsoever arising from your use of the Service. Topos International Ltd specifically disclaims all liability for any damages or losses, including, without limitation, direct, indirect, consequential, special, incidental or punitive damages deemed or alleged to have resulted from or caused by but not limited to:transactions made to unintended recipients or payments made in incorrect amounts due to the input of incorrect information by you;Transactions made from your Topos Wallet by an unauthorized third party who passes all identity and verification checks;any fraud, deception or misrepresentations by you,any damages resulting from a recipient’s decision not to accept a transaction made by you through the Service,failure of any other telecommunications or data transmission system other than the Service;Any result of any acts of government or authority, any act of God or force majeure.You shall not assert claims for monetary or other damages arising from the Service, your use thereof or its contents, facilities or functionalities. We shall not be liable for any indirect, special, incidental, consequential or exemplary damages whatsoever including loss of revenue, or income, pain, and suffering, emotional distress, or similar damages, resulting from the use of this Service, even if we knew or should have known of the possibility of such damage.You understand and accept that to the fullest possible extent permitted in law, we accept no responsibility for any loss or damage or injury caused to you or your hardware or software whether we cause such loss or injury directly or indirectly.
You hereby agree to indemnify and hold us, our parent, subsidiaries and affiliated companies and their respective directors, officers, employees and representatives, harmless from any and all claims, liabilities, litigations, costs and expenses (including but not limited to attorney fees)that you or any third party assert, or may assert, based on or relating to your use, or use by any individual using your PIN, or of the Service.
21. DISCLOSURE AND DATA RETENTION
You hereby expressly consent and authorize Topos International Ltd to disclose any transaction data or information pertaining to your Topos Wallet to any law enforcement, investigative or regulatory authority including without limitation the Nigerian Police, Central Bank of Nigeria, Economic and Financial CrimesCommission, or any competent anti-money laundering authority for the purposes of any genuine enquiry or investigation or to any third party to which you have separately, either in writing or electronically through the Service or otherwise, authorised Topos International Ltd to disclose transaction data or information pertaining to you or your usage of Service, including your Topos Wallet provided that any consent given to Topos International Ltd to disclose information to any third party (not being a law enforcement, investigative or regulatory authority)pursuant to this clause may be withdrawn at any time.Agents are allowed to access customer information to the extent defined in the terms of the non-disclosure clause in the agreement between Topos and the agent.You acknowledge that where your Topos Wallet is determined by a competent judicial authority as containing proceeds of any criminal or money laundering activities, Topos International Ltd may be required by law to surrender funds in your Topos Wallet to any statutory fund created for the purpose of recovering the proceeds of crime.You consent that we can share your information for any purpose permissible under the law. Under the Nigeria Data Protection Regulation 2019 (NDPR), there are certain occasions when VFD Microfinance Bank Ltd (VFD MFB) must obtain your explicit consent to use your information, known as ‘Personal Data’. Personal Data includes, but is not limited to your name, address, telephone number, email address, card details and Bank Verification Number (BVN).You acknowledge that Topos International Ltd may retain your transaction data for a period of up to one (1) year or as may be required by any law or regulation.
22. PROPRIETARY RIGHTS
Using the Service does not give you ownership of or any rights to any materials, functionalities, operations and content on the Service, all of which are owned exclusively and reserved by us and protected by copyright and other intellectual property rights.Trademarks, service marks, and logos appearing on the Service are the property of Topos International Ltd or the party that provided the trademarks, service marks, and logos to Topos International Ltd and any party that provided trademarks, service marks, and logos to Topos International Ltd retain all rights with respect to any of their respective trademarks, service marks, and logos appearing on the Service.You acknowledge and will respect all such copyright and other intellectual property rights we own or may own in the look and feel of the Service and its contents including any text, graphics, data, stills, photographs and moving images. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.
23. RIGHTS OF THIRD PARTIES
These terms and conditions are between you and us and not any third party, and these terms and conditions are not intended to confer any rights of any nature upon any party other than you and us and our legal associates.24. FRAUD MITIGATION MEASURESMaintain a record sheet showing Identification details, phone numbers and addresses of clients for whom payments and bills are processed.Ensure that all required K.Y.C. information requested at sign up is accurately recorded, with clear pictures of the account owners. Noncompliance with this requirement may cause the agent’s account to be flagged as suspicious and placed on a fraud checklist.Agents are required to flag and report in writing any suspicious transaction that they may be forced to process. Report must show phone numbers and destination account numbers of suspected fraudstersAll agents with more than 3 unreported/ unflagged fraud issues in a month will be flagged as suspicious accounts with accompanying penalties.
In using the Service, you agree you will comply with all applicable laws and regulations.Topos International Ltd may revise these Terms and Conditions of Use at anytime by updating this posting.We reserve the right in our sole discretion to deny Agents access to the Service without notice and to decline to provide use of the Service to any Agent that is in breach of these terms and conditions.We shall not be liable to you for any breach of these Terms and Conditions or any failure to provide or delay in providing any service through the Service resulting from any event or circumstances beyond our reasonable control including without limitation, strikes, fire, explosion or accident, breakdown of systems or network access.The enforceability or otherwise of any provisions of theseTerms and Conditions shall not affect the enforceability of the rest of these terms and conditions.This Agreement will not be assignable or transferable by you.You acknowledge that you are independent Agents and Topos International Ltd shall not be liable for your acts or omissions.These terms and conditions will be governed and interpreted pursuant to the laws of the Federal Republic of Nigeria.Any and all disputes, claims or litigation arising from or related in any way to this Terms or any provisions herein will be resolved by mediation at the Lagos Multi Door Court House, Lagos State, Nigeria. Where such dispute persists, it shall then be resolved by Nigerian Courts in Lagos State.The parties hereby waive any objections against and expressly submit to the exclusive jurisdiction of the Nigerian Courts in Lagos State.We reserve the right to terminate your use of the service if you violate these Terms and Conditions or any rules or guidelines posted on the Service or for any other reason in our discretion. If you have any questions concerns relating to the Service or these terms and conditions, please forward your query to the following email address: firstname.lastname@example.org