To access the Kudi Agent Banking Mobile Application (“the App”) and the Services, you will be required to provide certain registration details or other information which may include but is not limited to your name, 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 Services and to terminate or suspend your access at any time. You may also be required to update your information from time to time in order to capture accurate data through an account upgrade feature which will be provided for users via the App

To use the App, you must provide your Bank Verification Number (BVN) and/ or any other valid means of identification (ID). The following items shall constitute sufficient proof of (ID): 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 or any other valid means of ID as communicated by us from time to time.

Where an Account is opened without BVN or wrong BVN, such Account will be restricted until the BVN is provided and or updated on such Account. Kudi is required by the CBN to verify all BVN’s collected.

By giving Kudi you BVN, you authorise Kudi to collect and save your data from the BVN database as part of our KYC information to fulfil regulatory requirements. All KYC data collected will be treated as confidential. You also permit us to use your BVN to monitor, prevent and detect fraudulent activities and share the same with CBN authorised stakeholders and other regulatory and law enforcement organisations for the purpose of deterring financial fraud.

We reserve the right to screen all Users against applicable sanction lists and the BVN watchlist database and may decline account opening applications in the event they are found to be on any of the lists.

We may, at our sole discretion, reject any attempt to use the Services and resources if any of the requirements set out in these General Terms are not met or if you fail to provide us with satisfactory proof of ID.

We rely on the accuracy of the information you provide when opening and maintaining your Kudi Account/Wallet. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.

You acknowledge and agree that we may use and provide any data you provide to our partners and third-party service providers to validate the information you have provided and determine your eligibility for the Services, as described in the Privacy Notice.

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 App and Services in accordance with these terms and conditions or any relevant laws.

a. The App permits registered Agents to make a profit while performing financial transactions on behalf of members of the public including without limitation, transfers, withdrawals, airtime purchase, paying cable and electricity bills, using Kudi Wallets.

b. All transactions shall be denominated in Nigerian Naira and Kobo. The App may not recognize any other monetary value. You hereby agree to round off any transaction value to the nearest Nigerian currency.

c. Subject to the prescribed transaction limits and the provisions of these Terms and Conditions, the balance of your Kudi Wallet is redeemable at any time and shall be disposed of only in accordance with your instructions given via the App.

d. Kudi may in its absolute discretion, restrict or limit the number of Kudi Wallets that Agents may operate at any one time.

e. You acknowledge that Kudi is neither a bank nor a deposit-taking institution.

a. After your Kudi Account/Wallet has been opened and activated, you will be able to initiate the transaction types as made available by Kudi from time to time (“Transactions”) including the following:

i. Fund your Kudi Account/ Wallet through a debit card;

ii. Send money to personal or third party accounts from your Kudi Account/Wallet;

iii. Withdraw cash from your Kudi Account/Wallet through participating ATM networks;

iv. Purchase Prepaid Airtime;

v. Pay utility bills or make one-off or periodic payments or remittances to participating utility providers, financial institutions charity organisations, etc.;

vi. Manage your Kudi Wallet (e.g. check balance inquiries, change PIN, etc.);

vii. Any other Transactions may be introduced by Kudi from time to time.

b. You acknowledge that no interest will be paid on any funds held in your Kudi Account/Wallet.

c. Kudi does not warrant that all functionalities and or transactions on the App shall be available at all times. Kudi may withdraw any functionality and or transaction or the entire App as a direct result of new or amended legislation, statutory instrument, government regulations or policy or any other compelling reason.

d. Kudi may provide additional functionalities and or transactions on the App 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 Kudi against, and hold Kudi harmless from any losses arising from your access to such external platforms.

e. 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, Kudi 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 App shall be deemed to be your acceptance of all such varied terms and conditions or policies.

f. Transaction limits and charges as prescribed by Kudi shall apply each time you send money, pay bills or use other functionalities that effect the transfer of funds from your Kudi Account/Wallet.

g. Your transaction request will not be completed:

i. If you have insufficient funds in your Kudi Account/ Wallet to complete the transaction and or to cover the charges for the transaction;

ii. If you have reached the maximum Kudi Account/ Wallet balance limit prescribed by the App;

iii. If you have reached the daily limit prescribed by the App by virtue of applicable risk and KYC thresholds set by Kudi;

iv. If your Kudi Account/Wallet has been temporarily suspended or permanently frozen on valid grounds;

v. If there are any other compelling reasons such as temporary system delay or outage.

10.1. You will be charged a fee for any transactions you undertake on the App. The fee will be in accordance with the published tariffs.

10.2. If the funds in your Kudi Account/Wallet 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 your Kudi Account/Wallet.

10.3. Where the App is unable to complete a transaction the Agent will be notified by way of a pop-up message on the Agents device.

10.4. In the event that a transaction fails but an Agent’s Kudi Account/Wallet is debited, the Agent shall inform the Kudi customer support of this occurrence. Upon receipt of this report Kudi shall conduct an investigation and effect a refund to the Agent’s Kudi Account/Wallet only where the failed transaction was occasioned by a glitch or technical failure of the App.

10.5. A transaction once completed is final and irrevocable. As such, Kudi shall not be under any compulsion to reverse any transaction.

10.6. Notwithstanding the import of clause 10.7, Kudi 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.

10.7. Kudi 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 Kudi harmless for any losses arising from a mistaken, erroneous or fraudulent transfer of funds or any transfer of funds from your Kudi Account/Wallet effected under duress or under coercion or criminal force. Kudi shall, in its own accord choose to aid this recovery by reaching out to the agent credited erroneously without more. All refund shall be at the credited Agents volition

You may not, nor may you permit any third party, directly or indirectly, to: You may use this Service only for lawful purposes and in accordance with Terms. You agree not to use this Service directly or indirectly:

a. In any way that violates any applicable national or international law or regulation.

b. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

c. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

d. In any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real-time activities through Service.

You also agree not to:

e. access or monitor any material or information on our system using any manual process or robot, spider, scraper, or other automated means;

f. perform or attempt to perform any actions that would interfere with the proper working of the Services

If we reasonably suspect that your Kudi Account/Wallet has been used for an unauthorised, illegal, or criminal purpose, you give us express authorization to share information about you, your Kudi Account/Wallet , and any of your transactions with law enforcement.

You agree to maintain a record sheet showing Identification details, phone numbers and addresses of clients for whom payments and bills are processed. Ensure that all required KYC information requested at sign up is accurately recorded, with clear pictures of the account owners. Non compliance with this requirement may cause your account to be flagged as suspicious and placed on a fraud watchlist. You also acknowledge that you are required to flag and report in writing showing the phone numbers and destination account numbers of suspected initiators and beneficiaries any suspicious transaction that they may be forced to process at the nearest law enforcement office and provide us with a report of the same for our records.

a. You hereby expressly consent and authorise us to disclose any transaction data or information pertaining to your Kudi Account/Wallet to any law enforcement, investigative or regulatory authority including without limitation the Nigerian Police, Central Bank of Nigeria, Economic and Financial Crimes Commission, 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 Services or otherwise, authorised Kudi to disclose transaction data or information pertaining to you or your usage of the Services, including your Kudi Account/Wallet provided that any consent given to us 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.

b. You acknowledge that where your Kudi Account/Wallet is determined by a competent judicial authority as containing proceeds of any criminal or money laundering activities, Kudi may be required by law to surrender funds in your Kudi Account/Wallet t o any statutory fund created for the purpose of recovering the proceeds of crime or to any other duly authorised account/beneficiary.

c. You acknowledge that we may retain your transaction data for a period of up to five (5) years or more.

We prioritise the protection of your privacy rights. We ensure our use of your personal data is in tune with regulatory prescription and global standards. Your use of the Services signifies your continuing consent to our Privacy Notice, which governs our collection and use of personal information that you supply to us. You can examine our Privacy Notice any time by clicking on “PRIVACY” . Kudi shall only divulge your information to a third party strictly in line with the NDPR 2019 regulation and only to third parties whose services are directly incidental to the services rendered to you by Kudi.

a. Using the Services does not give you ownership of or any rights to any materials, functionalities, operations and content on the Services, all of which are owned exclusively and reserved by us and protected by copyright and other intellectual property rights.

b. Trademarks, service marks, and logos appearing on the Services are the property of Kudi or the party that provided the trademarks, service marks, and logos to Kudi and any party that provided trademarks, service marks, and logos to Kudi retain all rights with respect to any of their respective trademarks, service marks, and logos appearing on the Services.

c. 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 including the App 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.

a. We have implemented technical and organisational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorised access, use, alteration, or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

b. Access to your Kudi Account/Wallet is password protected You hereby agree to guard your PIN and not to disclose it to any third party including staff of Kudi or any person purporting to have authority to request for it.

c. You hereby agree to guard and are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorised use of your password or Kudi Account/Wallet.

d. You acknowledge that you shall be solely responsible for the security of your PIN. Kudi shall not be liable for any disclosure of your PIN to any third party and you hereby agree to hold Kudi harmless from any losses that may result from any PIN disclosure.

e. You are responsible for all instructions given to Kudi in relation to your Kudi Account/Wallet.

f. We shall deem each correct PIN/ password entry as being performed by the legitimate owner of the Kudi Account/Wallet and shall regard all subsequent transactions as validly performed by you

g. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Kudi and provide all information requested by Kudi to remediate the breach. Any assistance provided by Kudi in relation to a security breach does not in any way operate as acceptance or acknowledgement that Kudi is in any way responsible or liable to you or any other party in connection with such breach.

h. You are prohibited from using any services or facilities provided in connection with the Services to compromise security or tamper with system resources and/or Kudi Accounts. 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, Kudi reserves the right to release your details to system administrators in order to assist them in resolving security incidents.

i. Kudi reserves the right to investigate suspected violations of these terms and conditions.

You agree that submitting your application for a Kudi Account and indicating your agreement to these General Terms of Use electronically during the application process constitutes your electronic signature to this General Terms of Use. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Platform Agreement, you consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature.

You agree that we may provide disclosures and notices required by law and other information about your Kudi Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Kudi Account or that you otherwise provided to Kudi. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Kudi Support. If we are not able to support your request, you may need to terminate your Kudi Account.

You are responsible for the payment of all applicable fees. All charges applicable to the use of the Services are as may be communicated to you from time to time by Kudi and are subject to change at any time at Kudi’s sole discretion

All fees are deducted at source and are subject to change at any time at Kudi’s sole discretion.

Fees payable on each transaction will be deducted from your Kudi Account/Wallet at the completion of each transaction. Your new balance on completion of the transaction shall be notified to you by SMS.

Taxes include any and all present or future taxes, charges, fees, levies or other assessments except withholding tax, imposed by any domestic or foreign taxing authority (“Taxes”).

Any contests, prize draws or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Notice. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

a. We reserve the right at our sole discretion to suspend or terminate the agreement if you use the Service for unauthorised purposes.

c. We may, at our discretion, close your account with us at any time 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 Kudi Account/Wallet.

d. 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 App.

e. This agreement terminates automatically upon the death of the Agent who has signed up to use the App.

f. You may also terminate the General Terms and Additional Terms applicable to your Account by deactivating your Account at any time.

If these General Terms or your Kudi Account is suspended, deactivated or terminated or for any reason:

a. all rights granted under these Terms including your right to use your Kudi Account will end,

b. you agree to immediately terminate your use of all Services,

c. we may (but have no obligation to) delete your information and account data stored on our servers, and

d. we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any outstanding payment obligations , the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination

Kudi owns all Kudi Property. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to use the Paid Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to use the Services as authorised in these General Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time. This licence terminates upon termination of this General Terms of Use unless terminated earlier by us.

We will not share any Company Data with third parties for marketing unaffiliated products without your consent, but may use Company Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you, including as part of a rewards or benefits program.

You grant Kudi a worldwide, irrevocable licence to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this General Terms of Use.

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 in accessing the Services.

THE CONTENT OF THIS APP AND THE SERVICES ARE 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 APP 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 APP, WHICH MAY BE AFFECTED BY FACTORS OUTSIDE KUDI’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, AND NOT 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 APP 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.

a. The relationship of Cosmic Intelligent Labs Limited and the User/Agent established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to:

1. give either party the power to direct and control the day-to-day activities of the other,

2. constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or

3. allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

b. You understand that we cannot and do not guarantee or warrant that our App or content made available thereon will be free of any viruses, worms, Trojans horses, or other codes that may 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.

c. The content, features and functionalities on the App are not necessarily complete and up to date and should not be used to replace any written reports, statements, or notices provided by us.

Kudi will not be responsible for any claims whatsoever arising from your use of the App. Kudi 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:

a. transactions made to unintended recipients or payments made in incorrect amounts due to the input of incorrect information by you;

b. transactions made from your Kudi Account/Wallet by an unauthorised third party who passes all identity and verification checks;

c. any fraud, deception or misrepresentations by you,

d. any damages resulting from a recipient’s decision not to accept a transaction made by you through the App,

e. failure of any other telecommunications or data transmission system other than the App;

f. 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 App, 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 App, 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.

If we are notified of or become aware of a summons, court order or other legal process or request (e.g. subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including without limitation providing information in our possession, custody, or control to comply with orders, subpoenas, or other requests for information; holding payments to/from your Brex Account or holding or otherwise restricting funds in your Kudi Account/Wallet; or suspending, terminating, closing, or limiting access to your Kudi Account/Wallet. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you or your Kudi Account/Wallet. We are not responsible to you for any losses or consequences you sustain due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide you with Notice of any court order, legal process or requests, or actions we may take in conjunction with them.

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.

Any action or proceeding by you relating to any dispute in respect of the Services must commence within one year after the cause of action accrues.

All third party products and services included or sold with the Services are provided solely according to the warranty and other terms specified by the third party service provider, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly, you may also contact us and we will refer your request to the third party service provider. KUDI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

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.

In using the Services, you agree you will comply with all applicable laws and regulations.

We may revise these General Terms of Use at any time by updating this posting.

We reserve the right in our sole discretion to deny Agents access to the App without notice and to decline to provide use of the Services 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 App or any other channel 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 these General Terms of Use 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 Kudi shall not be liable for your acts or omissions.