Merchant Services Terms And Conditions

These Merchant Terms and Conditions ("Terms") govern the Services Moment provides to a Merchant that onboards or uses the Services without a separate signed agreement. By creating an account, onboarding, or otherwise accessing or using the Services, the Merchant agrees to be bound by these Terms. A Merchant that does not agree must not onboard or use the Services.

1. Definitions and Interpretation

The following words have the meanings below; other capitalised terms have the meanings given where they first appear.

"Affiliate" means, for a Party, an entity Controlling, Controlled by, or under common Control with that Party.

"Applicable Law" means any law, regulation, directive, code of conduct, or regulatory policy (including Data Protection Laws), and any court or Regulatory Authority decision, direction, or request, in each case as in force from time to time.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in the Territory.

"Chargebacks" means the reversal of a Transaction initiated by a Card Scheme or Payment Method provider; "Chargeback Costs" means all costs, fines, and penalties relating to a Chargeback, including its amount.

"Confidential Information" means all information disclosed by or on behalf of one Party (the "Disclosing Party") to the other (the "Receiving Party"), however recorded or preserved, that: relates to the existence and terms of these Terms and any Order Form; would be regarded as confidential by a reasonable business person, including information relating to the business, activities, assets, Intellectual Property, affairs, customers, clients and suppliers of the Disclosing Party or its Affiliates, and its operations, processes, product information, know-how, designs, trade secrets, software, and commercial, financial, legal, technical or security information; is developed by the Parties in the course of performing these Terms; or is designated as confidential or is manifestly confidential.

"Customers" means persons to whom the Merchant provides the Merchant Products and Services and who pay the Merchant accordingly.

"Data Protection Laws" has the meaning given in the DPA.

"DPA" means Moment's Data Processing Agreement, published at DPA and incorporated by reference under Clause 18.

"Fees" means the fees payable by the Merchant, as set out in the Order Form or, absent an Order Form, on Moment's pricing page or in the Merchant's account dashboard.

"Intellectual Property" means all intellectual property rights subsisting anywhere in the world, whether registered or unregistered, including patents, trade marks, service marks, trade names, domain names, copyright and related rights, database rights, design rights, rights in software, know-how, trade secrets, and all applications for, and renewals or extensions of, those rights.

"Merchant Products and Services" means the products and services the Merchant offers Customers using the Services.

"Moment Network Partners" means the financial institutions, Payment Method providers, Card Schemes, payment rails and infrastructure providers, and other financial services partners that Moment works with to provide the Services, including any Moment Affiliate acting in that capacity.

"Order Form" means a form executed (including electronically) between the Merchant and Moment setting out the Merchant's Fees, settlement timelines, and any other commercial or operational requirements specific to that Merchant.

"Payment Method" means a means by which a Customer pays, including cards, bank transfers, and in-store payments.

"Regulatory Authority" means any body responsible for regulating, investigating, or influencing a Party's performance under these Terms.

"Services" means the payment services Moment provides to the Merchant, as described on Moment's website or in the Merchant's account dashboard.

"Signed Services Agreement" has the meaning given in Clause 3.

"Terms" means these terms and conditions, together with any Order Form(s), DPA, annexures, schedules, addendums hereto, as amended from time to time.

"Territory" means the jurisdiction identified for the Merchant in Schedule 1.

"Transaction" means a Customer's payment for the Merchant Products and Services, made to the Merchant or to Moment or a Moment Network Partner on the Merchant's behalf.

Any reference to these Terms includes Schedule 1 and any document expressly incorporated by reference, including the DPA and any Order Form executed between the Merchant and Moment. Headings are for convenience only; the singular includes the plural.

2. Acceptance; Relationship Between the Parties

By creating an account, onboarding, or otherwise accessing or using the Services, the Merchant agrees to be bound by these Terms, as amended from time to time under Clause 22.7.

The relationship between the Parties is non-exclusive and does not create a partnership or joint venture; either Party may enter into similar arrangements with third parties.

3. Eligibility; Relationship with a Signed Services Agreement

These Terms apply to a Merchant that onboards or uses the Services without a separate, signed services agreement with Moment (a "Signed Services Agreement").

Moment may, at its discretion and at any time, require a Merchant to execute a Signed Services Agreement (including by reference to volume, risk, industry, or product needs).

Where a Merchant executes a Signed Services Agreement, that agreement (not these Terms) governs its use of the Services from its effective date.

4. Duration

These Terms take effect when the Merchant signs an Order Form or signs up to the Client Portal, whichever is earlier, and shall continue until terminated under Clause 16.

5. Appointment

The Merchant appoints Moment as its agent to provide the Services and collect payments on its behalf, and authorises Moment to appoint Moment Network Partners as sub-agents for that purpose. A Payment Method requiring a Moment Network Partner's approval is subject to that approval.

Payment is deemed received by the Merchant once Moment or a Moment Network Partner receives it.

6. Moment Obligations

In consideration for the Fees, Moment will provide the Services in accordance with these Terms.

In doing so, Moment will: (a) comply with Applicable Law, including making changes to the Services necessary to comply with it or Card Scheme rules; (b) grant the Merchant a limited, non-exclusive right to use Moment's Systems and related integration materials as needed; (c) act with reasonable care, skill, and good industry practice; and (d) settle, or procure settlement of, funds collected on the Merchant's behalf and provide reconciliation information under Clause 9.

Moment will use commercially reasonable efforts to maintain a target service availability of 99.5%, measured on a quarterly basis. Target service availability excludes scheduled maintenance and any unavailability caused by Moment Network Partners or other factors outside Moment's reasonable control

Future services not yet available when the Merchant onboards are offered at Moment's discretion; Moment is not liable if they are not provided.

7. Merchant Obligations

The Merchant agrees that:

• it will provide, and keep current, all information Moment requests for KYC, anti-money laundering, and Applicable Law purposes, including promptly notifying Moment of any change to its business, address, or contact details;

• Moment may, acting reasonably, audit the Merchant's onboarding information, Merchant Products and Services, and Transaction records to confirm compliance with Applicable Law and Moment's KYC/AML processes, and the Merchant will provide the information needed for that audit;

• where the Services include card processing: (i) the Merchant may be subject to additional Card Scheme requirements (tripartite agreements, Transaction limits, or fraud monitoring); (ii) it will respond to Chargeback disputes within 24 hours of Moment's notice; and (iii) if it stores, processes, or transmits cardholder data, it will comply with PCI DSS, and with any terms a Payment Method provider requires as a condition of enabling that method;

• it will respond to fraud investigations and related information requests within 24 hours, and will not use the Services other than for the Merchant Products and Services notified to Moment;

• it will give Moment the system access reasonably needed to provide the Services and, where it integrates with Moment's Systems, will follow Moment's specifications and implement notified changes within 30 days of at least 30 days' notice;

• it will not discriminate between Payment Methods (including by charging more for one), and will immediately reimburse any amount received from Moment in error; and

• it is solely responsible for Customer support on its purchases, and will display on its own website clear payment and pricing information, its return/refund/cancellation policy, delivery terms, customer service contacts.

8. Fees

The Parties will execute an Order Form setting out the Merchant's Fees, the settlement timelines under Clause 9, and any other commercial or operational requirements specific to the Merchant. Where no Order Form is executed, those matters are as set out on Moment's pricing page or in the Merchant's account dashboard. If an Order Form conflicts with these Terms on any of those matters, the Order Form prevails; in all other respects, these Terms prevail. Executing an Order Form under this Clause 8 does not, of itself, make it a Signed Services Agreement under Clause 3.

Fees will be reviewed and may be amended by mutual written agreement between the Parties on an annual calender basis.

Fees fixed by an executed Order Form may only be changed by a replacement or amended Order Form agreed between the Parties, except that Moment may, regardless of how Fees are set, automatically adjust them to reflect a Moment Network Partner's or bank's changes, on notice. Moment may change Fees that are set on its pricing page or in the Merchant's account dashboard at any time by posting the update and giving at least 14 (fourteen) days prior notice of any increase; continued use on or after the effective date is acceptance.

Unless stated otherwise, Fees exclude VAT, GST, withholding, and all other taxes, which the Merchant is solely responsible for.

9. Reconciliation, Settlement, and Invoicing

Moment will settle, or procure settlement of, amounts due to the Merchant, less Fees and applicable tax, subject to any Rolling Reserve under Clause 10 and in accordance with the settlement timelines set out in the Order Form or, absent an Order Form, Moment's standard settlement timelines.

Where a Moment Network Partner settles on Moment's behalf, or an amount otherwise remains outstanding, Moment will invoice the Merchant (payable within 14 days; overdue amounts accrue interest at 2% above the prevailing interest rate set by the relevant Central Bank, calculated monthly in advance).

The Merchant will provide a Nominated Account within the Territory for settlement, and warrants it is authorised to receive settlement to, and owns or controls, that account; settlement to an account the Merchant does not own is subject to Moment's KYC review.

Moment will provide a monthly tax invoice and daily reconciliation and settlement files, via secure transfer or the Merchant's dashboard.

10. Chargebacks and Rolling Reserve

The Merchant is solely liable for all Chargebacks and Chargeback Costs; Moment need not investigate a Chargeback's validity, and the Card Scheme's or Payment Method provider's decision is final.

Where Moment provides card acquiring, it may hold funds collected on the Merchant's behalf as a reserve against Chargeback Costs, refunds, or reversals (the "Rolling Reserve"), sized by reference to volume, processing history, and risk and increased at Moment's discretion; the Merchant will cover any shortfall within one Business Day of request. Moment holds the Rolling Reserve for 90 days after these Terms cease to apply, may debit it for Chargeback Costs, and may recover any excess from future settlements. This Clause 10 survives these Terms ceasing to apply.

11. Changes to the Services

Moment may add, modify, or discontinue Service features at its discretion with reasonable notice.

Moment is not obliged to build bespoke functionality under these Terms; a Merchant that needs this may request a Signed Services Agreement under Clause 3.

12. Set-Off

Moment may set off any amount the Merchant owes it against any amount due to the Merchant, and recover any remaining shortfall by other lawful means.

13. Representations and Warranties

Each Party warrants that it has authority to be bound by these Terms; that doing so will not conflict with another obligation or infringe a third party's Intellectual Property; that it maintains up-to-date security measures and complies with Applicable Law; and that it will promptly notify the other Party of any claim that could affect either Party's ability to perform.

Moment warrants that it holds the licences needed to provide the Services and will do so with reasonable skill, care, and diligence.

The Merchant warrants that its business and the Merchant Products and Services comply with Applicable Law; that it holds and will maintain the licences needed to provide them in the Territory; that, where relevant, it holds and retains evidence of valid Customer authority for recurring payments; that no payment provider or Card Scheme has terminated it at their direction; and that it will not use the Services unlawfully.

Each Party warrants that neither it nor its directors, officers, employees, ultimate beneficial owners, or Affiliates is the target of sanctions administered by the United Nations, the United States, the United Kingdom, the European Union, or any Regulatory Authority in the Territory, and that it does not directly or indirectly conduct or facilitate any transaction or activity with, or for the benefit of, any sanctioned person or any sanctioned territory. Each Party will notify the other immediately if this warranty ceases to be true.

14. Indemnification

Each Party will defend, indemnify, and hold harmless the other and its Affiliates against third-party claims arising from: its breach of these Terms or of its agreements with a Moment Network Partner; a failure to report or pay its own taxes; its breach of Applicable Law or Card Scheme rules; or a claim that its Intellectual Property under these Terms infringes a third party's rights.

The Merchant will additionally indemnify Moment and its Affiliates for losses arising from Chargeback Costs.

15. Limitation of Liability

Neither Party is liable to the other, however arising, for loss of profit, revenue, anticipated savings, business, or goodwill, or for indirect, special, punitive, exemplary, or consequential loss or damage, arising under or in connection with these Terms, whether or not foreseeable and whether or not a Party was advised of the possibility.

Subject to Clause 15.3, each Party's liability under these Terms for direct damages is capped at the aggregate of the Fees: (i) paid; (ii) invoiced but unpaid; and (iii) accrued but not yet invoiced, in the preceding twelve months.

Clause 15.2 does not limit or exclude: (a) either Party's liability for gross negligence, wilful misconduct, or fraud, including fraudulent misrepresentation; (b) either Party's indemnification obligations under Clause 14, including the Merchant's liability for Chargeback Costs (which are direct damages for these purposes) except that liability under this Clause 15.3(b) is capped at three times the Clause 15.2 cap, other than the Merchant's liability for Chargeback Costs, which is unlimited; or (c) either Party's liability for breach of Clause 18 (Data Protection).

This Clause 15 does not apply to any liability that cannot be limited or excluded under Applicable Law.

16. Termination and Suspension

Either Party may terminate these Terms as they apply to the Merchant, on notice, if the other is in unremedied material breach 14 days after notice to remedy it, or becomes insolvent, is unable to pay its debts, or has execution proceedings enforced against its assets (unless rescinded within 21 days).

Otherwise, the Merchant may stop using the Services and close its account at any time; Moment may terminate for convenience on at least 30 (thirty) days notice.

Moment may suspend or terminate the Services to the Merchant immediately on notice at the request of a Regulatory Authority, Card Scheme, or Moment Network Partner, or where Moment determines, in its discretion, a significant credit, fraud, or compliance risk.

On termination: Moment will settle amounts collected before the termination date; the Merchant will immediately pay accrued Fees and remains liable for Chargeback Costs and losses incurred before that date; surviving provisions remain in effect; and each Party will return, delete, or cease using the other's Confidential Information and Intellectual Property.

17. Confidentiality

This Clause 17 does not apply to information that is or becomes public other than through the Receiving Party's breach, was already known to it on a non-confidential basis, or the Parties agree in writing is not confidential.

Each Party will protect the other's Confidential Information with at least the care it uses for its own, use it only to perform these Terms (the "Permitted Purpose"), and not disclose it except to representatives (including, for Moment, its Moment Network Partners) who need it for the Permitted Purpose and are bound to equivalent confidentiality, or as required by Applicable Law, with notice to the Disclosing Party where lawful.

Neither Party will copy, use, acquire rights in, or commercially exploit the other's Confidential Information beyond the Permitted Purpose, and will promptly return or destroy it on request, regardless of any dispute between the Parties. A Receiving Party may retain Confidential Information to the extent required by Applicable Law or its regulatory record-keeping obligations, or where held in routine, secure electronic backups, in each case for so long as it is retained and subject to this Clause 17.

18. Data Protection

"Personal information" and "processing" have the meanings given under the relevant Data Protection Laws.

Each Party will comply with applicable Data Protection Laws for personal information it processes under these Terms, will secure it using appropriate technical and organisational measures, hold any necessary consents and lawful basis for sharing it, use it only for these Terms or as Applicable Law requires, and treat it as confidential.

Each Party will notify the other in writing without undue delay, and in any event within 24 hours, of becoming aware of any unauthorised access to, or loss, damage, destruction, or unlawful processing of, personal information processed under these Terms. The notifying Party will provide a preliminary report within 24 hours of that notification, keep the other Party updated as its investigation progresses, and take reasonable steps to mitigate the effects of the incident.

Where Moment processes Customer personal information in providing the Services, the Parties will comply with the DPA, published at DPA and updated by Moment under the DPA's own version-history and notice provisions, which is incorporated into these Terms by reference.

19. Intellectual Property

All Intellectual Property owned by either Party remains its sole property; neither Party acquires any right in the other's Intellectual Property except as this Clause 19 sets out.

Each Party grants the other a royalty-free, non-exclusive licence, for as long as these Terms apply, to use its Intellectual Property solely as necessary to perform or receive the benefit of the Services. Neither Party may reproduce, adapt, transfer, distribute, or disclose the other's Intellectual Property beyond that purpose, or remove or obscure its proprietary notices. Each Party warrants that it has the consents, rights, and licences necessary to grant the licence described in this Clause 19.

Intellectual Property developed by a Party remains its own even where provided to the other, subject to a similar non-exclusive, royalty-free licence for as long as these Terms apply, including in data, reports, or documentation Moment generates in providing the Services.

A breach of this Clause 19 is a material breach of these Terms.

20. Non-Solicitation

While these Terms apply and for one year afterwards, neither Party will knowingly solicit or hire the other's employees or contractors, unless agreed in writing; responding to a general, unprompted advertisement is not solicitation.

21. Force Majeure

Neither Party is in breach of, or liable for a delay under, these Terms to the extent caused by a Force Majeure Event, provided it promptly notifies the other and uses reasonable efforts to mitigate the effect; "Force Majeure Event" means an event beyond a Party's reasonable control that it could not reasonably have planned for or avoided, such as government action, terrorism, strikes (other than of its own personnel), act of God, or failure of critical infrastructure.

If a Force Majeure Event continues for 120 days, the unaffected Party may terminate these Terms as they apply to the Merchant on notice, without prejudice to rights arising from an earlier breach.

22. General

Assignment. The Merchant may not assign or transfer its rights or obligations without Moment's consent. Moment may do so freely to an Affiliate, or in connection with a merger, acquisition, reorganisation, or sale of the relevant business.

Publicity. Moment may use the Merchant's name, logo, and trademarks in its marketing to identify the Merchant as a user of the Services, subject to the Merchant's branding guidelines.

Notices. Moment may notify the Merchant by email, dashboard notice, or website posting; the Merchant may notify Moment by email to legal@momentco.net. A notice is effective on transmission and confirmed receipt (or the next Business Day, if sent on a non-Business Day), on posting to the dashboard, or on the date a website posting is made, unless a later date is stated.

Costs. Each Party bears its own costs of reviewing and complying with these Terms.

Survival. Termination does not affect a provision (including the DPA) that expressly, or by its nature, survives termination.

Severability. An invalid or unenforceable provision is severed and, where possible, replaced with a lawful provision closest to the Parties' intent, without affecting the rest of these Terms.

Amendments; Version History and Notice of Changes. Moment may amend these Terms by publishing an updated version on its website and recording it, with its effective date and a summary of the change, in the version history at the end of these Terms. Moment will give at least 14 (fourteen) days notice of a material change, by email to the email address nominated in an Order Form or dashboard, before it takes effect; non-material changes (formatting, clarifications, contact details) may be made without notice but are still recorded. The current version in the version history governs the Merchant's use from its effective date; continued use on or after that date is acceptance, and a Merchant that disagrees may stop using the Services and close its account beforehand. Moment will retain, and provide on request, whichever version was in effect on any given date.

Governing Law and Dispute Resolution. These Terms, and any dispute relating to them (including their formation), are governed by, and resolved in accordance with, the law and dispute mechanism identified for the Merchant's Territory in Schedule 1.

Entire Agreement. These Terms, the DPA, any Order Form, and any Signed Services Agreement (where Clause 3 applies) are the entire agreement between the Parties on their subject matter, superseding any prior agreement on it except that this Clause does not limit Moment's right to amend these Terms under Clause 22.7 above.

Remedies Cumulative. Each Party's rights and remedies under these Terms are cumulative, may be used as often as it considers appropriate, and are additional to its rights under Applicable Law.

Schedule 1: Jurisdiction-Specific Terms

Nigeria

Where the Merchant onboards in the Federal Republic of Nigeria (its "Territory"), it contracts with Moment Nigeria Pay 2 Limited (registration number 2015783, registered office at Plot 1381, Tiamiyu Savage Street, Victoria Island, Lagos. These Terms are governed by Nigerian law, and any dispute (including as to formation) is resolved by a single arbitrator before the Chartered Institute of Arbitrators (CIArb), Nigeria Branch, seated in Lagos and conducted in English; the award is final and binding and excludes punitive damages, without prejudice to either Party seeking an injunction from a competent court.

South Africa

Where the Merchant onboards in the Republic of South Africa (its "Territory"), it contracts with Moment PayCo Proprietary Limited (registration number 2022/794182/07, licensed financial services provider no. 54830, registered office at 4th Floor, the Hudson, 30 Hudson Street, De Waterkant, Cape Town, 8001). These Terms are governed by South African law, and the South African courts have exclusive jurisdiction over any related dispute, including as to formation.

Version History