Terms of Service

These Terms of Service ("Terms") govern the relationship between Oro Technologies Ltd ("Oro Technologies", "KoolPay", "we", "us", "our" or "the Company") and you ("you", "your" or "user"), and your use of the KoolPay mobile application, website and related services (collectively, the "Platform").

By downloading, accessing or using the Platform, you enter into a legally binding agreement and confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use the Platform and discontinue access immediately.

1. Definitions

• "Platform" means the KoolPay app, website, software and services.
• "Account" means your registered KoolPay user profile and wallet.
• "Services" means wallet funding, airtime and data top-ups, bill payments, education and internet payments, airtime-to-cash, crypto off-ramp, gift cards, USD virtual cards and other features we offer.
• "Wallet" means the digital balance maintained within your Account.
• "Digital Currency" means cryptocurrencies and digital assets supported on the Platform.
• "Partners" means the licensed banks, card issuers, identity providers, processors and aggregators that help us deliver the Services.

2. Eligibility

To use our Services, you must:

• Be at least 18 years old;
• Be legally capable of entering into a binding contract;
• Not be barred from using our Services under any applicable law or sanctions list;
• Be the owner or authorised user of any payment method, bank account or identity you link to your Account.

3. Account registration & security

You must create an Account to access the Services. You agree to:

• Provide accurate, current and complete information, and keep it up to date;
• Complete identity verification (KYC) where required to unlock specific features and limits;
• Maintain the confidentiality of your login credentials, transaction PIN and device;
• Notify us immediately of any unauthorised access to or use of your Account.

You are solely responsible for all activity that occurs under your Account. We are not liable for losses arising from your failure to keep your credentials, PIN or device secure.

4. Our services

KoolPay lets you, among other things, fund a wallet, buy airtime and data, pay bills (electricity, cable TV, betting, education and internet), convert airtime to cash, sell digital currency for naira, purchase gift cards, and create and fund USD virtual cards.

Many transactions are fulfilled asynchronously through our Partners. Where a transaction is shown as "processing", it is being confirmed with the relevant provider and will be finalised once confirmation is received. If a transaction cannot be completed, we will reverse it and credit the value back to your Wallet in line with our reconciliation processes. Rates, limits, fees and product availability may change at any time and may depend on your KYC level and Partner coverage.

5. Platform usage

By using the Platform, you agree not to:

• Violate any law, regulation or third-party right;
• Engage in fraudulent or illegal activity, including money laundering or terrorism financing;
• Upload or transmit viruses, malware or other harmful code;
• Misrepresent your identity or affiliation, or open multiple accounts to evade limits or controls;
• Circumvent our security features or attempt unauthorised access to the Platform.

6. Fees & taxes

Some Services carry fees, which are disclosed to you before you confirm a transaction. By proceeding, you authorise us to deduct the applicable amount and fees from your Wallet.

You are solely responsible for determining, reporting and remitting any taxes that may apply to your use of the Platform under the laws of your jurisdiction. Oro Technologies does not provide tax advice and shall not be liable for any tax obligation, penalty or liability arising from your transactions.

7. Crypto & card risk disclosure

Cryptocurrency and digital assets are highly volatile and may fluctuate significantly in value at any time. When you sell digital currency on KoolPay, the rate is quoted at the time of the transaction and value is settled once the transfer is confirmed on-chain. Blockchain transactions are generally irreversible — you are responsible for sending the correct asset, amount and network to the address displayed.

Nothing on the Platform constitutes financial, investment or trading advice. You are solely responsible for your decisions to buy, sell, hold or spend digital assets, and you should consider your own risk tolerance and circumstances. USD virtual cards are issued by our licensed card Partner and are subject to the Partner's terms, merchant acceptance and applicable foreign-exchange rules.

8. Prohibited activities

You must not use your Account or the Platform to undertake or facilitate any of the following:

• Any violation of applicable laws, statutes or regulations;
• Money laundering, terrorist financing, fraud, or other financial crime;
• Transactions involving stolen goods, proceeds of crime, narcotics or controlled substances;
• Activities that promote hate, violence, or that are obscene or unlawful;
• Imposing an unreasonable load on, or interfering with, our infrastructure or other users;
• Transferring your Account or its access rights to a third party without our consent.

We reserve the right to restrict, suspend or terminate your Account if we reasonably suspect involvement in any prohibited activity.

9. Anti-money laundering (AML) policy

Oro Technologies is committed to preventing the use of its Platform for money laundering, terrorism financing and other illicit activities, and complies with applicable AML/CFT laws, including the Money Laundering (Prevention and Prohibition) Act, the Terrorism (Prevention and Prohibition) Act, and the Central Bank of Nigeria (CBN) AML/CFT regulations, as well as international standards set by the Financial Action Task Force (FATF).

Our AML programme includes Know Your Customer (KYC) and Customer Due Diligence (CDD) checks, transaction limits tied to verification tiers, ongoing monitoring, and cooperation with law-enforcement and regulatory authorities. We reserve the right to place a lien on, suspend or freeze any Account subject to investigation or lawful request.

10. Restriction, suspension & termination

We may restrict, suspend or terminate your Account where we reasonably suspect: an operational or other error affecting it; unlawful, fraudulent or prohibited activity; a heightened risk of financial crime; circumvention of our controls (such as opening multiple accounts); a legal, regulatory or government process; or where your name appears on a sanctions list.

We will make reasonable efforts to notify you of any such decision, unless prevented by a legal, regulatory or security requirement. Upon termination, your right to use the Services ceases. We will complete transactions already in progress and may deduct amounts due to us before transferring any remaining Wallet balance to you, subject to our compliance obligations.

11. Intellectual property

All content, trademarks, logos, graphics and software on the Platform are owned by Oro Technologies Ltd or its licensors and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Platform for personal or business purposes. You may not republish, sell, sub-license, reproduce, duplicate or redistribute any part of the Platform without our prior written consent.

12. Limitation of liability

To the maximum extent permitted by law, Oro Technologies and its affiliates (including their directors, employees and agents) shall not be liable for any indirect, incidental, special, consequential or exemplary damages, or for loss of profits, data or business interruption, arising from your use of the Platform.

Where loss is occasioned by your fraudulent act, negligence, or failure to keep your credentials and device secure, the Company shall not be held liable. Our total liability for any claim arising from the Services shall be limited to the extent of the direct loss actually incurred.

13. Disclaimer of warranties

The Platform and Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. While we strive to provide a secure, reliable and high-quality service, we do not guarantee that the Platform will be uninterrupted, error-free or free from delays caused by Partners, payment settlement, financial-institution holds or factors beyond our control.

14. Indemnity

You agree to indemnify, defend and hold harmless Oro Technologies, its affiliates, officers and employees from any claims, damages, liabilities or expenses arising out of your use or misuse of the Platform, your violation of these Terms, any unauthorised use of your Account, or your infringement of any third-party right.

15. Dispute resolution

If a dispute arises, the parties shall first attempt to resolve it in good faith by negotiation. You should raise any query or complaint through our in-app support or the contact details below. If the dispute remains unresolved, it shall be referred to mediation at the Lagos Multi-Door Courthouse (LMDC) under its rules, and — failing settlement — to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, or to the courts of Lagos State. Disputes will be handled on an individual basis and not as a class or representative action.

16. Governing law & jurisdiction

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The courts of Lagos State shall have jurisdiction over any disputes arising under or in connection with these Terms.

17. Force majeure

We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, war, internet or network outages, regulatory or government actions, power failures, malware or system malfunctions.

18. Changes to these Terms

We may modify these Terms at any time. Where a change is material, we will make reasonable efforts to provide prior notice. Updated Terms become effective upon posting on the Platform, and your continued use constitutes acceptance of the revised Terms.

19. General provisions

Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full effect.

Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign or subcontract our rights and obligations without your consent.

Relationship & waiver

Nothing in these Terms creates a partnership, agency or joint venture between the parties. Our failure to exercise any right or remedy does not constitute a waiver of that or any other right or remedy.

Entire agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Oro Technologies regarding your use of the Platform and supersede any prior agreements.

20. Contact information

If you have any questions or concerns regarding these Terms, please contact us: