Merchant Terms and Conditions

1. About these Terms

These Merchant Terms and Conditions (“Terms”) are a legal agreement between LuminPay Innovation Lab Limited, known as LuminPay, a company incorporated in Nigeria (RC number 8388161) with its registered office at 1 Emmanuel Street, Ketu, Lagos, Nigeria (“LuminPay”, “we”, “us”, “our”), and the business that opens a LuminPay account (“Merchant”, “you”, “your”).

By creating an account, ticking or clicking to accept, or using the Services, you agree to these Terms, our Privacy Policy (luminpay.co/legal/privacy) and our AML/KYC Policy (luminpay.co/legal/kyc-aml), which form part of these Terms. If you accept on behalf of a business, you confirm that you have authority to bind it. If you do not agree, do not use the Services.

In short: your customers pay in supported stablecoins or Bitcoin; our fee is added on top and paid by your customer; you are credited the naira price you set; and we pay it out to your verified Nigerian bank account. Crypto payments cannot be reversed. We must verify and monitor every account. You are responsible for your own customers, products, taxes and refunds. This summary is for convenience only; the full Terms below apply.

2. Who can use LuminPay

To open and keep an account you must:

be a business, company or sole trader operating in Nigeria, acting through an individual who is at least 18 years old;
complete our verification and give us accurate, complete and current information;
hold a Nigerian bank account in your business’s own name for payouts;
not be, or be owned or controlled by, a person subject to sanctions, and not be prohibited by law from using the Services; and
sell only goods or services that we are able to support (see section 10).

We may refuse an application, or limit, suspend or close an account, at our discretion, including where the law, our partners or our risk and compliance rules require it. We do not have to give reasons where the law prevents it or where doing so would undermine our risk controls.

3. The Services and our status

The Services include hosted checkout, payment links, invoices, the LuminPay POS app, the merchant dashboard, developer tools and APIs, conversion of received digital assets to naira, and payouts to your bank account (together, the “Services”).

Early access. We are an early-stage company and some Services are new. Features marked “beta”, “early access”, “preview” or “coming soon”, and anything in test (sandbox) mode, are provided as they are, may contain errors, and may be changed, limited or withdrawn at any time without liability. We may limit early access to selected merchants.

What we are not. LuminPay is a technology company. We are not a bank and we do not take deposits. Balances shown in your dashboard record amounts due to you for completed transactions. They are not bank deposits, earn no interest, and are not insured by the Nigeria Deposit Insurance Corporation (NDIC). We do not give investment, legal, tax or accounting advice.

Regulatory status. We do not hold, and do not claim to hold, any licence, approval or registration unless it is stated here. Where part of the Services must be provided by a licensed institution, such as holding naira, making bank transfers or exchanging digital assets, it is provided by or through licensed third-party partners. Our registration with the Nigeria Data Protection Commission is in progress. The naira is the only legal tender in Nigeria; digital assets are not legal tender, and their regulation in Nigeria is still developing.

Regulatory change. If a law, regulator, court or one of our banking or exchange partners requires it, or if continuing would expose us to material legal or regulatory risk, we may change, restrict, suspend or stop any part of the Services, including for particular assets, networks, business types or merchants. We will give you as much notice as we reasonably can and, on any closure, will pay out your available balance as described in section 21.

4. Your account, verification and limits

Verification. You can explore the Services in test mode straight away. Before you accept live payments, and before we raise your limits, you must complete identity and business verification (KYC and KYB), including details of your directors and beneficial owners. We may ask for further documents or information at any time, and may re-verify you periodically.
Limits. Transaction and payout limits depend on your verification level, your history with us and the limits our partners apply. They start lower and increase as you complete further verification. Your current limits are shown in your dashboard, and we may change them at any time to manage risk or comply with the law.
Team access. You decide who on your team has access and which role they have. You are responsible for everything done through your account, devices and API keys, whether or not you authorised it, unless it was caused by our own breach of these Terms.
Security. Keep your PIN, passkeys, devices and API keys secret. Do not share logins. We may limit active sessions and sign you out after inactivity. Tell us immediately at support@luminpay.co if you suspect unauthorised access or a lost device.
Accurate details. Keep your business, ownership, bank and contact details up to date. You must tell us promptly about any change of ownership, control, business activity or address.

5. Accepting payments

Supported assets. Your customers can pay with the stablecoins, cryptocurrencies and networks shown at checkout at the time of payment. We may add, suspend or remove any asset or network at any time, and we do not guarantee that any asset or network will always be available.
Pricing and quotes. You set your prices in naira. At checkout we show your customer the amount to pay in the chosen asset, which covers your naira price plus our fee, calculated at our quoted rate. A quote is valid for 15 minutes. After that it expires and a new quote is needed.
Payments are final. Blockchain transactions cannot be cancelled or reversed by anyone, including us. A payment is complete only once it is received in full and confirmed on the relevant network to the standard we set.
Underpayment, overpayment, late or wrong payments. If a customer underpays, we may credit you the proportionate naira value of what was received, or hold it while you and your customer resolve it. If a customer overpays, pays after the quote expires, or sends funds on the wrong network, in an unsupported asset or to the wrong address, we will make reasonable efforts to help but cannot promise recovery. We may credit, refund or hold the payment, may apply the rate at the time we process it, and may deduct network and handling costs. Funds sent to an address we do not control may be permanently lost.
Your responsibility to your customer. You are solely responsible for the goods and services you sell, their delivery and quality, your sales terms, and your relationship with your customers. We are not a party to your sales.

6. Naira settlement and payouts

Naira lock. When a payment is completed within its quote, we credit your LuminPay balance with the naira price of that sale. Exchange-rate movements after the quote do not change the amount credited to you.
Conversion. We convert the digital assets we receive to naira through third-party exchange and liquidity partners, at our own risk and cost. Our quoted rate may differ from rates you see elsewhere and may include a margin. Any difference between our quoted rate and the rate we obtain is ours.
Payouts. We pay out only to a verified Nigerian bank account in your business’s own name. The minimum payout is ₦5,000. You can request a payout from your dashboard or choose an automatic weekly schedule. Most payouts are sent automatically, but some are reviewed first, for example the first payout to a new account, payouts above your limits, or where our risk checks require it.
New bank accounts. When you add or change a payout account, we verify the account name with your bank and may apply a cooling-off period before it can receive payouts, to protect you against account takeover.
Timing. We aim to send payouts promptly, but timing depends on bank and partner systems, business days, public holidays and our checks. We do not guarantee that any payout will arrive by a particular time.
Delays and holds. We may delay or hold a payout for compliance review, suspected fraud or error, insufficient settled funds, bank or partner outages, or legal requests. We will tell you why where the law and our risk controls allow.
Failed payouts. If a payout fails because your bank details are wrong or your account cannot receive funds, you must correct them, and we may charge any costs of repeat failures.
Reserves. If we reasonably consider that your account presents elevated risk (for example a high level of refunds or complaints, a sudden change in volume, or a pending investigation), we may hold back part of your balance as a reserve for a reasonable period, and will tell you the amount and reason where the law allows.
Set-off. We may deduct from your balance or any payout any amount you owe us, including fees, refunds we processed for you, mistaken credits, fines or losses arising from your breach, and costs of recovering them. If your balance is not enough, you must pay the shortfall within 7 days of our request.

7. Fees and taxes

Transaction fee. Unless we agree otherwise in writing, our transaction fee is added on top of your price and paid by your customer, and it is shown to them at checkout. There are no setup or monthly fees for the standard Services.
Other charges. Some features, services or events may carry a charge payable by you, such as repeated failed payouts, chargeable add-ons or exceptional handling. Any such charge will be shown in your dashboard or agreed with you before it applies.
Changes. We may change our fees. We will give you at least 30 days’ notice before introducing or increasing a fee that you pay. Changes to the fee paid by your customers will be shown at checkout and do not reduce the naira price credited to you.
Taxes. You are responsible for all taxes on your business and sales, including VAT, income tax and invoicing duties. Our charges are exclusive of VAT, which will be added where applicable. If the law requires us to withhold or deduct any tax, we may do so and pay it to the relevant authority.

8. Refunds, disputes and mistaken payments

Customer refunds. Because crypto payments are final, a refund is a new, separate payment. Refunds are your decision and your responsibility. Where we offer a refund tool, you may use it, subject to your available balance, our checks and any network costs. Our transaction fee is not refundable unless we agree otherwise.
Disputes. You are responsible for resolving disputes and complaints from your customers. If a customer contacts us, we may refer them to you and share the transaction details needed to resolve it.
Refunds we initiate. We may refund, return or hold a payment ourselves, under internal two-person approval, where required by law, a regulator or a court, or to address fraud, error or a sanctions issue. We may recover the amount from your balance.
Mistaken credits. If we credit you by mistake or more than you are owed, you must return the excess, and we may deduct it from your balance or future payouts.
Records. Keep records of your sales, refunds and customer communications for at least five years, and give them to us on request where we need them to meet our legal obligations.

9. Third-party partners

We rely on third parties, including banks, payment institutions, exchange and liquidity providers, custody and blockchain infrastructure providers, and identity-verification services, to deliver the Services. We choose and monitor them with care, but we do not control them.

To the extent the law allows, we are not responsible for a third party’s acts, omissions, outages, restrictions or insolvency, or for the behaviour of any blockchain network. If funds are lost or frozen because of a partner’s failure that is beyond our reasonable control, we will take reasonable steps to recover them and will pass on to you your share of what we recover.

10. Prohibited activities and restricted businesses

You must not use the Services for, or in connection with:

anything illegal in Nigeria or in your customer’s country, or any fraud, scam, Ponzi, pyramid, “investment” or deceptive scheme;
money laundering, terrorist or proliferation financing, sanctions evasion or the proceeds of crime;
stolen goods, counterfeit items, weapons, illegal drugs, human trafficking, or any material exploiting children;
unlicensed gambling, lending, investment, remittance, exchange or other regulated financial services, or misrepresenting your licences or regulatory status;
buying, selling or exchanging digital assets for third parties, or acting as a payment intermediary for other businesses, without our written approval;
splitting or structuring transactions to avoid limits or checks, or using another person’s account or identity;
using payment links, invoices or checkout to collect funds under a false name or for a purpose you have not disclosed to us;
interfering with, attacking, probing, scraping or reverse-engineering the Services; or
any other business we tell you we cannot support.

Some businesses need our written approval before using the Services. We may update these categories at any time.

11. Compliance, monitoring and holds

We monitor accounts and transactions to meet our anti-money-laundering, counter-terrorism-financing, sanctions, fraud-prevention and consumer-protection duties. You must answer our questions and supply documents promptly, and in any case within 5 business days of our request unless we agree otherwise. Where we reasonably suspect a risk, or are legally required, we may, with or without notice and as the law permits:

delay, hold, return or refuse a transaction or payout;
freeze, limit or close an account, or pause all or part of the Services;
ask for further verification, or for an explanation and evidence of the source of funds; and
report to regulators, law enforcement or other authorities, and share information as the law requires.

The law may prevent us from telling you about a report or investigation. We are not liable for any loss caused by action we take in good faith to comply with the law or our compliance policies.

12. POS app, devices and developer tools

Licence. We give you a limited, revocable, non-exclusive, non-transferable licence to use our apps, devices and APIs for your own business, in line with these Terms and our documentation at docs.luminpay.co.
Your devices. Keep POS devices secure and up to date, and tell us at once if one is lost or stolen so we can unpair it. You are responsible for anyone using your devices and logins.
API keys and webhooks. Keep keys secret and rotate them if exposed. Verify webhook signatures before acting on them. Test mode and live mode are separate, and test transactions have no value.
Restrictions. Do not copy, modify, sell, sub-license or reverse-engineer our software, use it to build a competing service, or exceed rate limits.
Feedback. If you send us ideas or feedback, we may use them freely without any obligation to you.

13. Your customers and data protection

Each party must comply with the Nigeria Data Protection Act 2023 and other applicable data protection laws. You are the controller of the personal data you collect from your own customers. We process payment data to provide the Services and, for our own compliance, fraud-prevention and security purposes, as an independent controller, as described in our Privacy Policy. You must not use data you receive through LuminPay for unrelated purposes or marketing without a lawful basis.

14. Risks you accept

You understand and accept that:

digital assets are volatile and stablecoins can lose their peg or be frozen by their issuer;
blockchain networks can be congested, delayed, forked, changed or attacked;
transactions are irreversible and funds sent to the wrong address may be lost permanently;
laws and regulation for digital assets and payments in Nigeria are changing and may restrict, change or end the Services;
banks, exchanges and infrastructure partners may suffer outages, delays, restrictions or failure; and
no system is perfectly secure, and cyber incidents can occur despite reasonable precautions.

15. Availability and changes to the Services

We aim to keep the Services available and secure, but we do not promise uninterrupted or error-free operation. We may change, pause or discontinue features, carry out maintenance, or suspend access to protect users, comply with the law or manage risk. We will give notice where we reasonably can. We may also use an emergency switch to pause payments or payouts across the platform if we detect a serious incident.

16. Intellectual property and publicity

LuminPay, our logos, software, documentation and content belong to us or our licensors. You may display “Pay with LuminPay” and our approved marks only to show that you accept payments through us, and only in line with our brand guidance. You must not suggest that LuminPay endorses you, or that LuminPay or its Services are licensed, approved or regulated by any authority unless we have confirmed it in writing.

You keep ownership of your own content and give us a licence to use it to provide the Services. You also allow us to name your business, and show your logo, as a LuminPay merchant on our website and in marketing. You can withdraw this permission at any time by emailing support@luminpay.co.

17. Confidentiality

Each party must keep the other’s non-public business, technical, pricing and security information confidential, and use it only for the purposes of these Terms, except where disclosure is required by law, a regulator or a court, or is made to professional advisers or partners who are bound by confidentiality.

18. Disclaimers

Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the extent the law allows, we exclude all other warranties, conditions and representations, whether express or implied, including fitness for a particular purpose, merchantability, uninterrupted or error-free service, and that any rate, price, volume or timing will be achieved.

19. Limitation of liability

To the extent the law allows:

we are not liable for any indirect, special or consequential loss, or for any loss of profit, revenue, business, contracts, goodwill, data or anticipated savings, however it arises;
we are not liable for loss caused by market or exchange-rate movements, blockchain or network events, failures of third parties outside our reasonable control, your own breach or negligence, or action we take in good faith to comply with the law;
our total liability to you for all claims arising out of or in connection with these Terms or the Services, in any 12-month period, is limited to the fees we earned from your transactions in the 3 months before the event giving rise to the first claim; and
you must bring any claim against us within one year after you became aware, or should reasonably have become aware, of it.

This limit does not reduce our obligation to pay out the settled balance that is properly due to you under these Terms. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Nigerian law, including liability for fraud or wilful misconduct.

20. Indemnity

You will indemnify and hold harmless LuminPay, its directors, officers, employees and partners against all claims, losses, liabilities, fines, penalties and costs (including reasonable legal fees) arising from: your breach of these Terms or of the law; the goods or services you sell; disputes with your customers; your use of the Services; or any use of your account, devices or API keys. This does not apply to the extent the loss was caused by our own fraud or wilful misconduct.

21. Suspension, termination and closing your account

By you. You may close your account at any time by emailing support@luminpay.co or through your dashboard, once you have settled any amounts you owe us.
By us. We may suspend or close your account immediately if you breach these Terms, if we suspect fraud, financial crime or other serious risk, if a partner or the law requires it, or if your account has been inactive for 12 months. We may also close your account for any other reason on 30 days’ notice.
Your balance. On closure, we will pay your remaining available balance to your verified bank account after completing our compliance checks and deducting amounts you owe us. We may hold funds for as long as reasonably necessary to cover refunds, investigations or legal obligations. If we cannot pay you out after reasonable efforts, we will keep the balance for you, and deal with it as the law requires.
Survival. Sections that by their nature should continue, including fees and set-off, refunds, compliance, confidentiality, disclaimers, liability, indemnity and governing law, continue to apply after closure. We will keep records for as long as the law requires.

22. Records and communications

Our system records of transactions, quotes, balances and payouts are evidence of what happened, unless there is a clear error. These Terms, notices and records may be made, accepted and kept in electronic form, and we may send you notices by email to your registered address, in your dashboard or through the app. Please keep your contact details up to date. These Terms are written in English, which prevails over any translation.

23. Changes to these Terms

We may update these Terms from time to time, including following legal review, changes to the Services, or changes in law or regulation. For material changes that affect you adversely, we will give you at least 30 days’ notice by email or in your dashboard, unless a shorter period is required by law, a regulator or a partner, or is needed to address security or fraud. Other changes take effect when we publish them here. If you keep using the Services after a change takes effect, you accept it. If you do not agree, you may close your account before the change takes effect.

24. Governing law and disputes

These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Federal Republic of Nigeria.

If a dispute arises, either party may give written notice of it, and we will both try to resolve it through good-faith discussion for 30 days. If it is not resolved, it will be referred to mediation and, if still unresolved, finally settled by arbitration under the Arbitration and Mediation Act 2023, before a sole arbitrator, seated in Lagos and conducted in English. Each party bears its own costs unless the arbitrator decides otherwise. Nothing in this section stops either party from seeking urgent injunctive relief from the courts of Lagos State, Nigeria, or stops us from recovering undisputed debts through the courts.

25. General

Entire agreement. These Terms, with our Privacy Policy, AML/KYC Policy and any fees or limits shown in your dashboard, are the entire agreement between us about the Services.
Severability. If any part of these Terms is found to be unenforceable, the rest remains in force, and the affected part applies to the greatest extent allowed.
No waiver. A failure or delay in enforcing a right is not a waiver of it.
Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to a group company or as part of a merger, acquisition, restructuring or sale of all or part of our business.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as network or blockchain failures, power or telecom outages, partner or bank failures, epidemics, civil unrest, or government or regulatory action. This does not excuse your obligation to pay amounts you owe.
Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us.
Third parties. No one other than you and LuminPay has a right to enforce these Terms.

26. Contact

LuminPay Innovation Lab Limited (known as LuminPay), RC 8388161
Registered office: 1 Emmanuel Street, Ketu, Lagos, Nigeria
Support, security and compliance: support@luminpay.co
Website: luminpay.co

LuminPay Merchant Terms and Conditions