Terms of service

1. Acceptance

These Terms of Service ("Terms") govern access to and use of the Uverus Banking platform — including its APIs, dashboards, documentation, and all related services (collectively, the "Platform") — operated by Uverus Technologies Limited ("Uverus Banking", "we", "us", "our"), a company incorporated under the laws of the Federal Republic of Nigeria.

By registering for an operator account, accessing the Platform, or integrating our APIs, you confirm that you have read, understood, and agreed to be bound by these Terms and our Privacy policy. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to "you" and "Operator" include that entity.

If you do not agree to these Terms, you must not access or use the Platform. We reserve the right to update these Terms at any time in accordance with Section 9 below.

2. Services

Uverus Banking is a B2B Banking-as-a-Service platform. We provide white-label banking infrastructure to licensed operators — including banks, fintechs, and enterprises — who use our platform to deliver financial products to their own end customers. Our core capabilities include:

• Accounts — multi-currency NGN and USD ledgers, account opening, and balance management.
• KYC and KYB — identity and business verification, BVN and NIN validation, document verification, and ongoing monitoring, in compliance with CBN Know Your Customer guidelines.
• Cards — virtual and physical card issuance under applicable card scheme rules.
• Payments — domestic and cross-border payment processing, NIBSS integration, mobile money interoperability, and settlement services.
• Treasury and FX — multi-currency treasury management and foreign exchange services.
• White-label infrastructure — branded wallet and banking product delivery under the operator's own brand and customer relationships.

We do not provide financial services directly to end consumers. All end-customer relationships are between end customers and the operator. Operators are responsible for their own regulatory permissions and for ensuring their use of the Platform complies with all applicable laws and licences.

3. Operator responsibilities

As an operator, you are responsible for:

• Holding all licences, permits, and regulatory approvals required to offer financial services to your end customers in every jurisdiction in which you operate, including any CBN licence or approval required for the specific financial activities you conduct using the Platform.
• Ensuring that your use of the Platform, and the products you build on it, complies at all times with applicable laws and regulations, including but not limited to CBN regulations, the Money Laundering (Prevention and Prohibition) Act 2022, the Nigeria Data Protection Act 2023, and the NDPR.
• Implementing and maintaining your own KYC and AML controls for your end customers, using the tools and data we provide as inputs into your compliance framework — not as a substitute for your own regulatory obligations.
• Maintaining the confidentiality of your API keys, credentials, and other access controls. You are responsible for all activity that occurs under your operator account.
• Notifying us immediately at engineering@uverusbanking.com if you suspect any unauthorised access to your account or our systems.
• Ensuring that any processing of end-customer personal data through the Platform is conducted in accordance with a lawful basis under the NDPA, and that you have provided end customers with appropriate privacy notices describing that processing.

4. Permitted use

You may use the Platform only for lawful B2B purposes consistent with these Terms and applicable law. You agree not to:

• Use the Platform to offer financial services in any jurisdiction without the required regulatory authorisation;
• Use the Platform for any fraudulent, deceptive, or illegal purpose, including money laundering, financing of terrorism, or evasion of any applicable sanctions regime;
• Resell, sublicence, or otherwise transfer access to the Platform to any third party without our prior written consent;
• Attempt to gain unauthorised access to any part of the Platform, our systems, or the accounts of other operators;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Platform;
• Use automated means — including bots, scrapers, or crawlers — to extract data from the Platform other than through our published APIs;
• Transmit viruses, malware, or other harmful code through the Platform;
• Interfere with or disrupt the integrity or performance of the Platform or the data of other operators.

We monitor Platform usage for compliance with these Terms and applicable law. We may report suspicious activity to the CBN, EFCC, NDPC, and other competent authorities.

5. Intellectual property

All intellectual property rights in the Platform — including software, source code, APIs, databases, designs, trademarks, trade names, logos, and documentation — are owned by or licensed to Uverus Technologies Limited. Nothing in these Terms transfers any right, title, or interest in our intellectual property to you.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the purpose of building and operating financial products for your end customers. This licence does not permit sublicensing, resale, or transfer of Platform access to any third party.

You retain ownership of your own data, including end-customer data processed through the Platform. By using the Platform, you grant us a limited licence to process that data as necessary to deliver the services described in these Terms and in our data processing agreements.

Any feedback, suggestions, or ideas you provide regarding the Platform may be used by us freely, without restriction or compensation to you.

6. Limitation of liability

To the maximum extent permitted by applicable law, Uverus Technologies Limited and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of or inability to use the Platform, including loss of profit, revenue, data, business opportunity, or goodwill, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Platform, regardless of the form of action, shall not exceed the total fees paid by you to Uverus Banking in the twelve (12) months immediately preceding the event giving rise to the claim.

We do not warrant that the Platform will be uninterrupted, error-free, or entirely secure. We provide the Platform on an "as is" and "as available" basis, except as expressly set out in any service level agreement between us and you.

Nothing in these Terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable Nigerian law.

7. Termination

We may suspend or terminate your access to the Platform, with or without notice, if we reasonably believe that:

• You have breached any provision of these Terms;
• Your account is being used for fraudulent, illegal, or harmful activity;
• You have lost any licence or regulatory authorisation required to use the Platform;
• We are required to do so by law or by order of a regulatory authority, including the CBN or NDPC;
• Continued operation of your account poses a risk to the security, integrity, or compliance of the Platform.

Where suspension is for investigation purposes, we will notify you unless disclosure is prohibited by law or would prejudice an ongoing investigation. Termination for material breach does not entitle you to a refund of any fees paid.

You may terminate your operator account at any time by giving us 30 days' written notice at legal@uverusbanking.com. Termination does not affect any obligations or liabilities that arose before the termination date. We will retain your data as required by applicable law and our Privacy policy.

8. Governing law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or in connection with these Terms or the Platform — including any question regarding its existence, validity, or termination — shall be submitted to the exclusive jurisdiction of the courts of Nigeria. The Federal High Court sitting in Abuja shall be the court of first instance for all commercial disputes arising under these Terms. Each party irrevocably submits to the personal jurisdiction of these courts.

Before initiating formal legal proceedings, both parties agree to attempt in good faith to resolve any dispute through written negotiation for a period of 30 days following written notice from the complaining party describing the nature and basis of the dispute and the relief sought.

9. Changes to these terms

We may update these Terms from time to time to reflect changes in our Platform, applicable law, or our business practices. We will provide at least 30 days' advance notice of material changes by email to the registered contact address of your operator account, or by posting a notice on our website.

Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of the new Terms. If you do not agree to updated Terms, you must terminate your operator account before the effective date of the changes.

Where a change is required to comply with an applicable law or CBN directive, we may implement it with shorter notice or immediately, and will notify you as soon as practicable.

10. Contact

For questions about these Terms, to report a potential breach, or to send us a formal legal notice, contact us at:

Email: legal@uverusbanking.com
Uverus Banking (Uverus Technologies Limited), Abuja, Nigeria

For technical and integration support, contact engineering@uverusbanking.com. For partnership and commercial enquiries, contact partnerships@uverusbanking.com.