Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between NexaPay (a payment gateway platform operated by Elicate Technologies Limited, a company incorporated in Zambia) and you, the individual or entity accessing or using the NexaPay platform, APIs, merchant dashboard, payment links, and all associated services (collectively, the "Services").

NexaPay provides a mobile money payment gateway enabling businesses and developers to accept, process, and manage digital payments across Zambia, Botswana, Zimbabwe, and Namibia. The platform connects merchants to all major mobile money networks in Southern Africa through a unified REST API, merchant dashboard, and payment link system.

By completing the registration process, clicking "I Agree", accessing any NexaPay API endpoint, or otherwise using the Services, you acknowledge that:

• You have read and understood these Terms in their entirety.
• You are of legal age (at least 18 years of age) or acting on behalf of a lawfully registered business entity.
• You have the legal authority to enter into this agreement on behalf of yourself or the business entity you represent.
• Your use of the Services is subject to the laws and regulations applicable in your country of operation.

NexaPay reserves the right to update or modify these Terms at any time. Continued use of the platform after any modification constitutes acceptance of the revised Terms. We will notify registered merchants of material changes via email or dashboard notification at least 14 days in advance.

In these Terms, the following words and expressions have the meanings assigned to them below unless the context requires otherwise:

• "NexaPay" / "we" / "us" / "our" — refers to the NexaPay payment gateway platform and Elicate Technologies Limited, its owner and operator.
• "Merchant" — any individual, business, or legal entity that registers and maintains an active NexaPay merchant account for the purpose of receiving payments.
• "User" — any person accessing the NexaPay platform, including Merchants, administrators, and end customers interacting with a payment flow.
• "Payer" — the end customer or individual initiating a payment to a Merchant using a mobile money wallet.
• "Services" — all features, tools, APIs, SDKs, payment links, analytics, dashboards, webhook systems, and ancillary products provided by NexaPay.
• "API" — the NexaPay Application Programming Interface, including all endpoints, authentication mechanisms, and associated developer tools.
• "API Key" — the unique credentials (pk_test_ / pk_live_ / sk_test_ / sk_live_) issued to a Merchant to authenticate API requests.
• "Dashboard" — the NexaPay web-based merchant portal used to manage accounts, transactions, API keys, payment links, and analytics.
• "Transaction" — any payment instruction initiated through the NexaPay platform, including charges, refunds, and reversals.
• "Settlement" / "Payout" — the transfer of collected funds from the NexaPay holding account to the Merchant's designated bank or mobile money account.
• "Payment Link" — a shareable URL generated by NexaPay that enables Payers to complete a payment without direct API integration.
• "Webhook" — an HTTP callback notification sent by NexaPay to a Merchant's configured endpoint upon occurrence of a transaction event.
• "Supported Currencies" — ZMW (Zambian Kwacha), BWP (Botswana Pula), ZWL/USD (Zimbabwean Dollar / US Dollar for Zimbabwe), and NAD (Namibian Dollar).
• "Mobile Money Network" — any licensed mobile financial services operator integrated with NexaPay, including but not limited to MTN, Airtel, Zamtel, EcoCash, OneMoney, Telecash, Orange Money, MyZaka, BTC Mobile, MTC MobiPay, and TN Mobile.
• "Business Day" — any Monday to Friday, excluding public holidays recognised in the Merchant's country of operation.
• "Force Majeure" — any event beyond the reasonable control of a party, including acts of God, governmental action, network outages, and natural disasters.

3.1 Eligibility

To register and use NexaPay as a Merchant, you must:

• Be at least 18 years of age, or be a duly authorised representative of a registered business entity.
• Operate a business that is lawfully registered in Zambia, Botswana, Zimbabwe, or Namibia, or in any other jurisdiction where the applicable laws permit use of NexaPay Services.
• Not be subject to any trade sanction, legal prohibition, or regulatory restriction that would prevent you from entering into this agreement.
• Have a valid, active email address and telephone number capable of receiving communications and OTP verifications.

3.2 Registration & KYC (Know Your Customer)

When registering for a NexaPay Merchant account, you agree to provide accurate, complete, and current information, including but not limited to:

• Full legal name or business name
• Business registration number (where applicable)
• Valid government-issued identity document (National ID, Passport, or Driver's Licence)
• Physical business address
• Nature and description of your business
• Bank account details or designated mobile money account for settlements

NexaPay reserves the right to suspend, restrict, or terminate any merchant account where false, incomplete, or misleading information has been submitted. Merchant accounts are subject to NexaPay's KYC and Anti-Money Laundering (AML) verification process before Live API access is granted.

3.3 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password, API keys, and any two-factor authentication (2FA) devices linked to your account. You must:

• Use a strong, unique password and enable 2FA where offered.
• Never share your account credentials or API keys with unauthorised third parties.
• Immediately notify NexaPay at support@nexapay.com upon discovering any unauthorised access, suspicious activity, or compromise of your account.

3.4 One Account Per Business

Each business entity may maintain one active merchant account on NexaPay. Operating multiple accounts for the same business entity is prohibited without prior written approval from NexaPay.

3.5 Account Verification Levels

NexaPay operates a tiered verification system. Test mode is available immediately after registration and allows integration and testing without processing real transactions. Live mode is activated only after successful completion of KYC verification. Transaction limits and settlement frequencies may vary based on verification tier.

By using NexaPay, you agree to use the Services only for lawful, legitimate business purposes and in full compliance with all applicable laws and regulations in the jurisdictions where you operate. The following activities are strictly prohibited on the NexaPay platform:

4.1 Prohibited Activities

• Fraud & Money Laundering: Processing fraudulent transactions, facilitating money laundering, terrorist financing, or any activity that violates anti-money laundering (AML) or counter-terrorism financing (CTF) laws.
• Illegal Goods & Services: Selling or distributing any illegal products, controlled substances, counterfeit goods, or services prohibited by law in any of the supported countries.
• Gambling & Unregulated Lotteries: Operating gambling, betting, or lottery services without a valid, current licence from the relevant regulatory authority.
• Unauthorised Financial Services: Providing unlicensed financial services, including unauthorised money transfer, lending, or investment schemes.
• Adult Content: Selling or distributing pornography or sexually explicit material unless operating under a valid content licence in a jurisdiction where such material is legal.
• Platform Manipulation: Attempting to circumvent NexaPay's fraud detection, reverse-engineer the API, or manipulate transaction data in any way.
• Excessive Chargebacks: Maintaining a chargeback or reversal rate exceeding 1% of monthly processed transaction volume.
• Account Sharing: Sharing or selling access to your NexaPay merchant account or API keys to third parties for the purpose of processing payments on their behalf without prior written agreement with NexaPay.
• System Abuse: Attempting to disrupt, degrade, or interfere with the NexaPay platform, including DDoS attacks, SQL injection, API flooding, or any other unauthorised access attempts.

4.2 Consequences of Violation

NexaPay reserves the right, at its sole discretion, to immediately suspend, restrict, or permanently terminate any merchant account found to be in violation of this Acceptable Use Policy. Any funds held in a suspended account may be withheld for investigation pending final resolution. NexaPay may report violations to the relevant regulatory or law enforcement authorities.

5.1 How NexaPay Processes Payments

NexaPay acts as a payment intermediary, facilitating the transfer of funds from a Payer's mobile money wallet to the Merchant's NexaPay holding account, pending settlement. NexaPay does not hold Merchant funds indefinitely; all collected funds are disbursed in accordance with the settlement schedule outlined in Section 7.

5.2 Supported Countries & Mobile Money Networks

NexaPay currently supports payment processing in the following countries and through the listed mobile money networks:

Country	Currency	Supported Networks
🇿🇲 Zambia	ZMW — Zambian Kwacha	MTN Mobile Money, Airtel Money, Zamtel Kwacha
🇧🇼 Botswana	BWP — Botswana Pula	Orange Money, MyZaka, BTC Mobile
🇿🇼 Zimbabwe	ZWL / USD — Zimbabwean Dollar / US Dollar	EcoCash, OneMoney, Telecash
🇳🇦 Namibia	NAD — Namibian Dollar	MTC MobiPay, TN Mobile Money, Telecom Namibia Pay

NexaPay reserves the right to add or remove supported networks at any time. Merchants will be notified of any changes affecting networks they are actively using.

5.3 Transaction Currency

All transactions must be denominated in a Supported Currency corresponding to the country in which the payment is being processed. Cross-currency transactions are not supported unless explicitly enabled for a specific Merchant account. For Zimbabwe, both ZWL and USD are accepted, with currency selection determined by the Merchant at the time of transaction initiation.

5.4 Transaction Limits

Individual transaction amounts are subject to the minimum and maximum limits imposed by each mobile money network operator. NexaPay may additionally apply its own transaction limits based on a Merchant's account verification level. Merchants requiring higher limits should contact support@nexapay.com to discuss enterprise arrangements.

5.5 Transaction Authorisation

A transaction is only considered successful and authorised when NexaPay receives a confirmed settlement confirmation from the relevant mobile money network. Pending transactions are not guaranteed to complete. Merchants must not fulfil orders or deliver services until a transaction status of SUCCESS is received via the API response or Webhook notification.

5.6 Failed Transactions

NexaPay is not liable for transactions that fail due to insufficient funds in the Payer's wallet, network downtime on the part of mobile money operators, incorrect phone numbers, or any other reason beyond NexaPay's reasonable control. Failed transactions are not subject to NexaPay's processing fee.

5.7 Reversals

Where a transaction is erroneously processed due to a technical error on the NexaPay platform, NexaPay will initiate a reversal or refund in accordance with Section 8. Merchant-initiated reversals must be requested within 30 days of the original transaction date.

6.1 Processing Fee

NexaPay charges a flat processing fee of 2.6% per successful transaction. This fee is automatically deducted from the transaction amount before settlement. There are no monthly subscription fees, setup fees, or minimum usage fees.

6.2 Fee Structure Summary

• Transaction Fee: 2.6% of successful transaction value
• Monthly Base Fee: None
• Setup Fee: None
• API Access Fee: None
• Test Mode Transactions: Free (no charge)
• Chargeback / Reversal Fee: May apply — see Section 8

6.3 Fee Deduction Method

All fees are deducted at source, meaning the fee is subtracted from the gross transaction amount before the net amount is credited to the Merchant's NexaPay holding account. For example, a ZMW 100.00 transaction will result in a net credit of ZMW 97.40 to the Merchant's account (ZMW 2.60 fee at 2.6%).

6.4 Fee Changes

NexaPay reserves the right to revise the fee structure at any time. Merchants will be notified of any fee changes via email and Dashboard notification at least 30 days prior to the effective date. Continued use of the Services after the effective date constitutes acceptance of the revised fees.

6.5 Taxes

All fees quoted are exclusive of applicable taxes, including Value Added Tax (VAT), withholding tax, or any other government-imposed levy that may apply in the Merchant's country of operation. Merchants are solely responsible for determining and remitting any taxes applicable to their use of NexaPay Services and to their own business revenue.

7.1 Settlement Schedule

NexaPay processes Merchant settlements on a T+1 basis (the next Business Day after transaction confirmation), subject to the following conditions:

• The Merchant's account has successfully completed KYC verification.
• The Merchant has a valid and verified settlement destination (bank account or mobile money wallet).
• No holds, investigations, or account restrictions are active on the Merchant's account.
• The total pending settlement balance exceeds the applicable minimum settlement threshold.

7.2 Minimum Settlement Threshold

The minimum settlement amount per payout cycle is as follows:

• 🇿🇲 Zambia: ZMW 50.00
• 🇧🇼 Botswana: BWP 20.00
• 🇿🇼 Zimbabwe: USD 5.00 or ZWL equivalent
• 🇳🇦 Namibia: NAD 50.00

Balances below the minimum threshold will roll over to the next settlement cycle.

7.3 Settlement Destination

Merchants may configure their settlement to be paid to a registered bank account or a verified mobile money wallet. Settlement destinations must be in the same country and currency as the transactions being settled. Cross-border settlements are not supported without a prior written arrangement with NexaPay.

7.4 Settlement Holds

NexaPay may place a temporary settlement hold on a Merchant's account in the following circumstances:

• Suspected fraudulent activity or unusual transaction patterns
• Receipt of a formal dispute, chargeback, or reversal request
• Regulatory investigation or law enforcement request
• Failure to comply with KYC requirements
• Breach of these Terms of Service

NexaPay will notify the Merchant of any settlement hold and the reason for it within 2 Business Days, unless prohibited by law. Settlement holds may remain in place until the underlying issue is resolved.

7.5 Settlement Errors

In the event of an erroneous settlement (overpayment or underpayment), the Merchant must notify NexaPay within 5 Business Days of receiving the settlement notification. NexaPay will investigate and correct any verified errors. Any overpayments received by the Merchant must be returned within 7 Business Days upon request.

8.1 Merchant Refund Responsibility

NexaPay is a payment intermediary and does not manage disputes between Merchants and their customers (Payers). Merchants are solely responsible for establishing, communicating, and honouring a clear and fair refund policy for their customers. NexaPay will only process refunds upon a formal, verified request from the Merchant.

8.2 Initiating a Refund

To initiate a refund for a completed transaction, the Merchant must:

• Submit a refund request via the NexaPay Dashboard or via the Refund API endpoint within 30 days of the original transaction date.
• Provide the original Transaction ID, the amount to be refunded (partial or full), and the reason for the refund.
• Ensure sufficient balance exists in their NexaPay holding account to cover the refund amount.

Refunds are subject to a processing time of 1–3 Business Days depending on the mobile money network. NexaPay's processing fee on the original transaction is non-refundable in all cases.

8.3 Chargebacks & Reversals

A chargeback or forced reversal may occur where a Payer or mobile money network operator disputes a transaction. In the event of a chargeback:

• NexaPay will notify the Merchant within 2 Business Days of receiving the chargeback notification.
• The Merchant has 5 Business Days to provide evidence contesting the chargeback, including transaction records, delivery confirmations, or communication logs.
• If no evidence is provided, or NexaPay determines the chargeback is valid, the disputed amount will be debited from the Merchant's account.
• A chargeback administration fee may be applied per disputed transaction, as communicated in the Dashboard fee schedule.

8.4 Fraud-Related Disputes

Where a dispute involves suspected fraud by the Merchant or their systems, NexaPay reserves the right to immediately freeze the Merchant's account and withhold settlement funds pending investigation. NexaPay may cooperate with mobile money operators, financial regulators, and law enforcement in such investigations.

9.1 API Key Types

NexaPay issues four types of API credentials to each verified Merchant:

• pk_test_ — Test Public Key: Used in client-side code for test-mode transaction initiation. Safe to expose in front-end applications during development.
• sk_test_ — Test Secret Key: Used in server-side code for test-mode operations. Must never be exposed publicly.
• pk_live_ — Live Public Key: Used in client-side code for live transaction initiation. Treat with care.
• sk_live_ — Live Secret Key: Used in server-side code for live transaction authorisation, refunds, and account operations. Must never be shared, exposed in source code, or committed to version control.

9.2 Key Security Obligations

Merchants are solely responsible for the security of their API keys. You must:

• Store secret keys (sk_) exclusively in server-side environment variables or a secure secrets management system.
• Never embed secret keys in mobile apps, browser JavaScript, public repositories (GitHub, GitLab, etc.), or any client-accessible file.
• Rotate API keys immediately upon any suspected compromise using the Dashboard's key management feature.
• Use IP whitelisting where available to restrict which server IPs can use your live API keys.

9.3 Webhook Security

NexaPay signs all webhook payloads with a webhook signing secret unique to each Merchant. You must validate this signature on every incoming webhook to prevent processing forged events. NexaPay's documentation provides detailed guidance on signature verification.

9.4 Test vs. Live Mode

Transactions initiated in Test Mode do not involve real funds and are for integration testing only. You must not use live customer payment data in test mode. Transition to Live Mode requires completion of KYC verification as described in Section 3.

9.5 Rate Limiting & Abuse Prevention

NexaPay enforces API rate limits to protect platform stability. Exceeding rate limits will result in a 429 Too Many Requests response. Systematic attempts to circumvent rate limiting may result in temporary or permanent API access suspension.

10.1 NexaPay's Intellectual Property

All intellectual property rights in and to the NexaPay platform, including but not limited to the software, APIs, SDKs, source code, documentation, branding, trademarks, service marks, logos, designs, and proprietary methodologies, are and shall remain the exclusive property of Elicate Technologies Limited. These Terms do not transfer any intellectual property ownership rights to the Merchant.

10.2 Limited Licence to Use

Subject to full compliance with these Terms, NexaPay grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use the NexaPay API and Dashboard solely for the purpose of processing payments for the Merchant's own legitimate business.
• Integrate the NexaPay API into the Merchant's own applications and platforms.
• Use the NexaPay name and approved "Powered by NexaPay" badge in accordance with NexaPay's brand guidelines to indicate payment capability.

10.3 Restrictions

Unless explicitly authorised in writing by NexaPay, the Merchant must not:

• Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the NexaPay platform or API.
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the NexaPay Services to third parties as a payment service provider.
• Remove or alter any proprietary notices, logos, or branding from any NexaPay software or documentation.
• Represent that the Merchant's product or service is affiliated with, endorsed by, or produced by NexaPay or Elicate Technologies Limited.

10.4 Merchant Content

By submitting any data, content, or information to the NexaPay platform (such as business descriptions, product names, or payment link content), you grant NexaPay a non-exclusive, worldwide, royalty-free licence to use such content solely to the extent necessary to provide the Services.

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the NexaPay Services, including but not limited to technical information, business plans, financial data, pricing arrangements, customer data, API credentials, and any information marked or designated as confidential.

11.2 Obligations of Confidentiality

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.
• Use Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms.
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order.
• Limit access to Confidential Information to employees or contractors who have a legitimate need to know and are bound by confidentiality obligations no less stringent than those in these Terms.

11.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms.
• Was already known to the receiving party without restriction prior to disclosure.
• Is independently developed by the receiving party without use of or reference to the Confidential Information.
• Is required to be disclosed by applicable law, regulation, or valid court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

11.4 Survival

Confidentiality obligations under this Section shall survive the termination or expiration of these Terms for a period of five (5) years.

12.1 Data Controller vs. Processor

In the context of the NexaPay Services, the Merchant acts as the Data Controller with respect to the personal data of its customers (Payers), and NexaPay acts as the Data Processor processing that data solely on behalf of the Merchant to facilitate payment services.

12.2 NexaPay's Privacy Policy

NexaPay's collection, processing, and storage of personal data is governed by the NexaPay Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains what data we collect, how we use it, how we protect it, and the rights available to data subjects. Merchants should familiarise themselves and their customers with this Policy.

12.3 Merchant Data Obligations

As a Data Controller, the Merchant is responsible for:

• Obtaining all necessary consents and authorisations from Payers before collecting and submitting their personal data (phone numbers, names, etc.) to NexaPay for payment processing.
• Maintaining a lawful basis for processing personal data in accordance with applicable data protection laws in each country of operation.
• Not submitting excessive, irrelevant, or prohibited categories of personal data to NexaPay beyond what is strictly necessary for payment processing.
• Promptly notifying NexaPay of any personal data breach affecting transaction data processed through the platform.

12.4 Data Retention

NexaPay retains transaction data for a minimum of 7 years for regulatory compliance, anti-money laundering record-keeping, and dispute resolution purposes. Merchants may request access to their own transaction records through the Dashboard or via a formal written request.

12.5 Cross-Border Data Transfers

In providing Services across multiple countries, NexaPay may transfer personal data across borders within the Southern African region. All such transfers are conducted in compliance with applicable data protection legislation and with appropriate safeguards in place.

13.1 NexaPay's Warranties

NexaPay warrants that it will:

• Provide the Services with reasonable skill, care, and diligence.
• Use commercially reasonable efforts to maintain a platform uptime of at least 99.9% per calendar month (excluding scheduled maintenance windows and events of Force Majeure).
• Notify Merchants of any scheduled downtime at least 24 hours in advance where practicable.
• Implement and maintain appropriate technical and organisational security measures to protect Merchant data.

13.2 Disclaimer of Warranties

Except as expressly stated in Section 13.1, the NexaPay Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any warranty of any kind, express or implied. NexaPay expressly disclaims all warranties including but not limited to:

• Implied warranties of merchantability and fitness for a particular purpose.
• Warranties that the Services will be uninterrupted, error-free, or free of harmful components.
• Warranties regarding the accuracy, completeness, or timeliness of any information provided through the platform.
• Warranties regarding the performance or availability of third-party mobile money networks that are outside NexaPay's direct control.

13.3 Third-Party Networks

NexaPay's ability to process payments is dependent on the continued availability and performance of mobile money operators including MTN, Airtel, Zamtel, EcoCash, Orange Money, MTC, and others. NexaPay does not guarantee the performance, availability, or actions of these third-party networks and shall not be liable for any disruption, delay, or failure attributable to a network operator.

14.1 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, NexaPay shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or goodwill
• Loss of data or corruption of data
• Business interruption or increased cost of working
• Damage to reputation or brand

This exclusion applies even if NexaPay has been advised of the possibility of such damages.

14.2 Cap on Liability

To the fullest extent permitted by applicable law, NexaPay's total aggregate liability to a Merchant in respect of any claim or series of related claims arising under or in connection with these Terms shall not exceed the total NexaPay processing fees paid by the Merchant in the three (3) calendar months immediately preceding the event giving rise to the claim.

14.3 Essential Basis

The Merchant acknowledges that the limitations of liability set out in this Section reflect a reasonable allocation of risk and are an essential element of the basis on which NexaPay provides the Services at its current fee rates. NexaPay would not be able to provide the Services on commercially viable terms without these limitations.

14.4 Exceptions

Nothing in these Terms shall exclude or limit NexaPay's liability for:

• Death or personal injury caused by NexaPay's negligence.
• Fraud or fraudulent misrepresentation by NexaPay.
• Any other liability that cannot be excluded or limited by applicable law.

15.1 Merchant's Indemnification Obligation

You agree to indemnify, defend, and hold harmless NexaPay, Elicate Technologies Limited, and their respective directors, officers, employees, agents, partners, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the NexaPay Services in violation of these Terms.
• Your breach of any representation, warranty, or obligation under these Terms.
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights or data protection laws.
• Any dispute between you and a Payer or end customer regarding a transaction processed through the NexaPay platform.
• Any act, omission, or negligence by you, your employees, agents, or contractors in connection with the NexaPay Services.
• Any fraudulent or unauthorised activity occurring through your NexaPay account as a result of your failure to secure your API credentials.

15.2 Cooperation

In the event of a third-party claim for which indemnification is sought, NexaPay will:

• Provide the Merchant with prompt written notice of any such claim.
• Cooperate with the Merchant in the defence of such claim at the Merchant's expense.
• Allow the Merchant to control the defence and settlement of the claim, provided that NexaPay retains the right to participate in the defence at its own expense and must approve any settlement that imposes obligations on NexaPay.

16.1 Termination by the Merchant

A Merchant may terminate their NexaPay account and these Terms at any time by submitting a written closure request via email to support@nexapay.com or through the account closure option in the Dashboard. Account closure will take effect within 5 Business Days, subject to:

• No outstanding balance, unpaid fees, or unresolved disputes on the account.
• Completion of any pending settlements or refund obligations.
• Return of any overpaid settlement amounts.

16.2 Termination by NexaPay

NexaPay may suspend or terminate a Merchant's account and these Terms immediately and without prior notice in the event of:

• Breach of any provision of these Terms, including the Acceptable Use Policy in Section 4.
• Suspected or confirmed involvement in fraud, money laundering, or criminal activity.
• Legal or regulatory requirement to do so.
• Failure to complete or maintain KYC verification.
• Receipt of a formal regulatory or law enforcement directive.

NexaPay may also terminate these Terms for any reason with 30 days' written notice to the Merchant's registered email address.

16.3 Effect of Termination

Upon termination of these Terms:

• The Merchant's access to the NexaPay Dashboard and API will be immediately revoked.
• All active API keys will be invalidated.
• Any outstanding settlement balance (less any fees, chargebacks, or amounts subject to hold) will be paid to the Merchant within 15 Business Days, subject to satisfactory completion of any pending investigations.
• NexaPay will retain Merchant transaction data for the statutory retention periods described in Section 12.

16.4 Survival

The following Sections shall survive termination of these Terms: Definitions (2), Fees relating to pre-termination transactions (6), Refunds & Disputes (8), Intellectual Property (10), Confidentiality (11), Data Protection (12), Limitation of Liability (14), Indemnification (15), and Governing Law (17).

17.1 Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Zambia, without regard to its conflict of law provisions.

For Merchants operating exclusively in Botswana, Zimbabwe, or Namibia, the laws of the applicable jurisdiction may apply to the extent required by local mandatory law, but Zambian law shall govern all other aspects of this agreement.

17.2 Jurisdiction

Subject to Section 17.3, each party irrevocably submits to the exclusive jurisdiction of the courts of Zambia to settle any dispute or claim arising out of or in connection with these Terms. If you are a Merchant established in Botswana, Zimbabwe, or Namibia, you may also have the right to bring claims in your local courts in accordance with applicable mandatory local law.

17.3 Dispute Resolution — Good Faith Negotiation

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or in connection with these Terms through good faith negotiation. A party wishing to raise a dispute must give written notice to the other party, and the parties shall use their best endeavours to resolve the matter within 30 calendar days of the notice being given.

17.4 Arbitration (Optional)

If a dispute cannot be resolved by negotiation within the period specified in Section 17.3, either party may elect to refer the dispute to binding arbitration administered under the rules of the Zambia Institute of Advanced Legal Education (ZIALE) or any mutually agreed arbitration body. The seat of arbitration shall be Ndola, Zambia. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on both parties.

17.5 Regulatory Compliance

NexaPay operates in compliance with applicable financial services regulations in each supported country, including relevant provisions of:

• 🇿🇲 Zambia: Bank of Zambia Act, Payment Systems Act, and applicable AML/CTF regulations.
• 🇧🇼 Botswana: National Payment Systems Act (NPSA) and Bank of Botswana directives.
• 🇿🇼 Zimbabwe: Reserve Bank of Zimbabwe regulations and the National Payment Systems Act.
• 🇳🇦 Namibia: Bank of Namibia Payment System Management Act and related directives.

17.6 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed. The remaining provisions of these Terms shall continue in full force and effect.

17.7 Entire Agreement

These Terms of Service, together with the NexaPay Privacy Policy and any additional policies or agreements incorporated by reference, constitute the entire agreement between NexaPay and the Merchant with respect to the Services and supersede all prior or contemporaneous understandings, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.

17.8 Waiver

No failure or delay by NexaPay in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.