Terms of Service

AfroPin is a business-to-business service. It is offered only to registered businesses, never to consumers. Please read section 6 (Brand exclusivity) carefully: a brand on AfroPin agrees that, for a fixed period, we are its only partner for selling its gift cards through third parties.

1.About these Terms

AfroPin is a gift card and voucher platform owned and operated by AfroPin Software Limited, a company incorporated in the Federal Republic of Nigeria ("we", "us", "our").

These Terms of Service ("Terms") govern your business's use of the AfroPin platform, dashboard, web till, terminal app, API and related services (the "Services"). By accepting an invitation, opening an account or using the Services, you confirm that you are authorised to bind your business to these Terms.

Each partner also signs a partner agreement with us that sets out its commercial terms, such as products, fees, commissions and, for brands, the scope and length of exclusivity (the "Partner Agreement"). If the Partner Agreement and these Terms conflict, the Partner Agreement applies to the extent of the conflict. The Partner Agreement cannot make a Brand's exclusivity broader or longer than section 6 allows.

2.Definitions

Brand: A business whose gift card or voucher products are issued on AfroPin and which accepts (redeems) them for goods or services.
Reseller: A business that sells, issues or tops up PINs for Brand products to customers, at physical locations or through its own platforms.
Partner: A Brand or a Reseller. "You" means the Partner using the Services.
Product: A gift card or voucher programme configured on AfroPin for a Brand, with its amounts, redemption rules, expiry and terms.
PIN: A unique 16-digit code (and any QR code carrying it) that represents a prepaid balance on a Product.
Customer: The person who buys, holds or redeems a PIN.
Wallet: The ledger balance we keep for you on AfroPin, such as a Reseller's prefunded balance, a commission balance or a Brand's redemption balance.
Terminal: A till you create for a store, used through the web till or the AfroPin terminal app.

3.Eligibility and onboarding

The Services are only for businesses that are lawfully registered and operating, and that pass our verification. They are not for personal or household use.
Accounts are opened by invitation after we review your application. We may request, and you must provide, accurate information about your business, its directors and beneficial owners, its address, bank account and activities, with supporting documents.
We may decline any application, or ask for more information at any time, at our discretion. Live access is granted only once verification is complete.
You must keep your information up to date and tell us promptly about any change of ownership, control, business name, address or bank details.

4.Accounts and security

You are responsible for everything done through your account, including by your staff, your Terminals and anyone using your API keys or passwords.
You must enable and keep two-factor authentication, keep API secrets, webhook secrets and Terminal passwords confidential, and give access only to staff who need it.
You must secure the devices you run the web till or terminal app on, and remove or disable Terminals that are lost, stolen or no longer in use.
If you suspect that a password, key, Terminal or PIN has been compromised, you must tell us immediately and take the steps we reasonably ask for, such as rotating keys or disabling Terminals.

5.The Services

Depending on your role and your Partner Agreement, the Services may include: configuring Products; issuing, topping up, reissuing and redeeming PINs; delivering PINs to Customers; web tills and the terminal app; store and terminal management; reporting; Wallets and payouts; and API and webhook access.

Test mode lets you build and train without real value. PINs, balances and transactions in test mode have no value and must never be given to Customers.
We may improve, change or withdraw features. We will give reasonable notice of changes that materially reduce the Services you rely on, unless the change is needed for security, legal or regulatory reasons.
We aim to keep the Services available at all times but do not promise uninterrupted service. Planned maintenance will be announced where practical.

6.Brand exclusivity

If you are a Brand, AfroPin is your only partner for selling your gift cards through third parties, for a fixed period of no more than 24 months. Your own stores, website and app stay yours.

6.1 What is exclusive

By joining AfroPin as a Brand, you appoint us as your exclusive provider for the sale and distribution of gift cards, vouchers and prepaid PINs for your brands in Nigeria through third parties (resellers, aggregators, gift card platforms and corporate gifting providers), together with the issue, redemption and settlement of the cards sold that way (the "Exclusive Services").

6.2 What is not exclusive

Nothing in this section stops you from:

selling your own gift cards directly to your customers, at your own stores, on your own website or in your own app, whether through AfroPin or your own systems;
running loyalty points, store credit, refund notes, or discounts and coupons that are not sold for money;
working with any other provider once the Exclusivity Period ends, or talking to other providers in the last 90 days of it about the time after it ends.

6.3 How long it lasts

Exclusivity lasts for the period set out in your Partner Agreement, which is never more than 24 months from the date your agreement starts (the "Exclusivity Period"). It does not renew on its own: it can only be extended if you agree in writing. When it ends, you may stay on AfroPin on a non-exclusive basis.

6.4 What you agree not to do

During the Exclusivity Period you will not, directly or through anyone else:

sell or distribute gift cards, vouchers or prepaid PINs for your brands through any other third-party platform, aggregator, reseller network or corporate gifting provider; or
allow gift cards or vouchers for your brands that were sold through a third party to be redeemed through another provider's codes or systems.

6.5 Our commitment to you

Exclusivity is in return for the work we do to sell your cards. If, within six months of your gift cards going live, they are not available through the number of active resellers set out in your Partner Agreement (at least three, unless it says otherwise), you may end the exclusivity on 30 days' written notice. Your account continues on a non-exclusive basis.

6.6 Existing programmes

You must tell us about any third-party gift card or voucher arrangements you already have when you apply. Any arrangement we agree may continue, and the timetable for moving it to AfroPin or ending it, will be recorded in your Partner Agreement.

6.7 Why we ask for exclusivity

We build distribution for each Brand by onboarding and supporting resellers, and we keep every PIN sold through them on a single ledger so it cannot be sold or spent twice across systems. Exclusivity is what allows us to make that investment and to protect your Customers and your revenue.

6.8 Fair competition

This section applies only as far as the Federal Competition and Consumer Protection Act 2018 and any direction of the Federal Competition and Consumer Protection Commission allow. If either would limit it, the exclusivity is reduced to the extent needed, or we may end it, and the rest of these Terms continues. We may also choose to waive exclusivity for any Brand at any time.

6.9 Breach

If you breach this section, we may suspend new issuance of your Products, end your Partner Agreement under section 14, and claim the losses we suffer as a result, in addition to any other remedy available to us. Termination for breach does not end your duty to honour PINs already issued (section 7).

6.10 Resellers

Exclusivity applies to Brands only. Resellers may sell other providers' gift cards and other products alongside AfroPin, and we will never ask them not to.

7.Brand obligations

You must accept every valid PIN for your Products, in line with their terms, at the stores and channels you have told us about, and you must not refuse a valid PIN or treat its holder less favourably than a cash customer.
You must check and redeem PINs only through AfroPin (the web till, terminal app or API), never by recording codes elsewhere, and only for the amount the Customer actually spends.
You must continue to honour PINs issued before your account is suspended or ends, until they expire or are fully used, unless we agree a different arrangement in writing.
You are responsible for the goods and services you supply, including their quality, delivery, returns and refunds. Refunds for purchases made with a PIN must not be paid in cash unless your Product terms allow it.
You must give us accurate Product information (names, images, terms and redemption instructions) and tell us promptly if any of it changes.
You may pass the redemption fee to the Customer only through the option provided in AfroPin, and only where the Customer is told before the redemption is confirmed.

8.Reseller obligations

You must sell PINs at their face value and on the Product's terms, unless your Partner Agreement allows otherwise, and you must not describe a Product in a way that is false or misleading.
You must deliver each PIN only to the Customer who bought it, and you must not copy, store, display or disclose full PIN codes except as needed to deliver them to that Customer.
Where you provide a Customer's email address or phone number, you confirm it is accurate and that you are allowed to share it with us so that we can deliver the PIN and related notices.
If you deliver PINs through your own systems (for example by webhook), you are responsible for delivering them securely and promptly.
Your Wallet must be funded before you issue or top up PINs. We may refuse any request that your available balance does not cover.

9.PINs and gift cards

Each PIN is valid only for the Product it was issued for, subject to that Product's terms: its amounts, whether it can be used once or in part payments, and its expiry date.
Some Products issue a new code after a part payment or top-up; the previous code then stops working.
We never store PIN codes in a readable form, so we cannot look up or recover a lost code. Where a Product allows it, a PIN can be reissued with a new code, sent to the Customer's contact details on record.
A PIN is a prepaid voucher, not a bank account, deposit or payment card. It is not redeemable for cash.
Anyone presenting a valid PIN may redeem it. We are not responsible for losses caused by a PIN being disclosed by a Partner, its staff or the Customer, except to the extent caused by our own breach of these Terms.

10.Wallets, fees and settlement

Fees and commissions

Fees, commissions and rates are set out in your Partner Agreement and shown in your dashboard. Unless agreed otherwise: Brands pay a redemption fee, as a percentage of each redemption, deducted when the redemption is credited; Resellers pay the face value of each PIN they issue and earn the agreed commission on it. Fees are exclusive of VAT and other taxes, which are added where applicable.

Wallets

A Wallet is a record of amounts due between you and us under these Terms. It is not a bank account, does not earn interest, and we are not a bank.
Reseller Wallets are funded through the payment methods we offer. Any fees charged by the payment provider are deducted from the amount credited.
Redemptions are credited to the Brand's Wallet when they are confirmed, less the redemption fee where the Brand pays it.

Payouts

Available balances are paid to the bank account you have verified with us, on our payout schedule, less any payout fee shown in your dashboard.
We may delay or hold a payout, or part of one, while we investigate suspected fraud, a dispute, an error or a breach of these Terms, or where the law requires it.
If an amount is credited to you in error, or a transaction is reversed, we may deduct it from your Wallet or future payouts, or ask you to repay it. You must tell us promptly if you notice an error.
We may set off any amount you owe us against amounts we owe you.

11.API, integrations and the terminal app

API access is subject to our developer documentation, including request signing, rate limits and webhook handling. You must not try to get around these limits or controls.
You are responsible for your own systems and integrations, including keeping your webhook endpoints secure and handling retries and duplicate events correctly.
We grant you a non-exclusive, non-transferable licence to install and use the AfroPin terminal app on devices used for your business, for the duration of your account. You must install it only from the link in your dashboard and keep it updated.
You must not copy, modify, reverse engineer or resell the Services, the terminal app or the API, except as the law expressly allows.

12.Data protection

Each party will comply with the Nigeria Data Protection Act 2023 and any regulations and guidance issued under it. Our Privacy Policy explains how we handle personal data.

Where you provide personal data about your staff or Customers, you confirm you have a lawful basis to do so and have given them any notice the law requires.
We use Customer data supplied by Resellers to deliver PINs and service messages, prevent fraud and keep required records, as described in the Privacy Policy, and not to market to those Customers on our own behalf.
Each party will tell the other without undue delay of any personal data breach affecting data shared under these Terms.

13.Prohibited use and compliance

You must not use the Services:

for fraud, money laundering, terrorist financing, sanctions evasion or any other unlawful purpose;
to sell goods or services that are illegal in Nigeria, or that we tell you we do not support;
to buy, sell or collect PINs other than as these Terms and your Partner Agreement allow, including bulk resale on unauthorised channels;
to test PINs by guessing codes, or to interfere with or overload the Services; or
in a way that harms Customers, other Partners or our reputation.

We monitor transactions to prevent fraud and financial crime. You must cooperate with our reasonable requests for information, and we may report suspicious activity to the relevant authorities as the law requires.

14.Suspension and termination

Either party may end the Partner Agreement as it provides. Where it is silent, either party may end it on 90 days' written notice, but a Brand may not use this to cut short its Exclusivity Period, except as section 6 allows.
We may suspend or close your account, Terminals or API access immediately if you breach these Terms, if we reasonably suspect fraud or unlawful activity, if your verification is incomplete or out of date, or if a law, regulator or payment partner requires it.
When your account ends, we will pay out your available balance, after any hold period needed to settle outstanding transactions, disputes and amounts you owe us.
Sections that by their nature should survive the end of your account do so, including sections 9, 10, 16, 17, 18 and 20, and a Brand's duty to honour issued PINs.

15.Intellectual property

We and our licensors own the Services, the AfroPin name and brand, and all related intellectual property. You own your brands and content.

Brands grant us, and our Resellers, a non-exclusive, royalty-free licence to use their names, logos and Product content to issue, display, market and sell their Products through the network for as long as they are Brands and while their PINs remain valid. Resellers grant us a similar licence to name them as places where Products are sold.

Apple, Apple Wallet, Apple Watch, iPhone, and iPod touch are trademarks of Apple Inc., registered in the U.S. and other countries. Google Wallet is a trademark of Google LLC.

16.Confidentiality

Each party will keep confidential the other's non-public information received under these Terms, including commercial terms, technical information and transaction data, and use it only to perform these Terms. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law or to a regulator.

17.Warranties and liability

We will provide the Services with reasonable skill and care. Apart from that, and to the extent the law allows, the Services are provided "as is", without other warranties.
Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, however caused.
Our total liability to you in any 12-month period, for all claims, is limited to the fees you paid us in that period.
Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, for amounts properly due in your Wallet, or for anything else that cannot be limited by law.

18.Indemnity

You will compensate us for losses, fines and reasonable costs arising from claims by third parties, including Customers and regulators, that result from your breach of these Terms, your goods or services, your systems, or the acts of your staff.

19.Changes to these Terms

We may update these Terms. We will tell you about material changes by email or in your dashboard at least 30 days before they take effect, unless a change is required sooner by law or for security. If you do not agree, you may end your account before the change takes effect; continuing to use the Services after that date means you accept the updated Terms.

20.Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria.
The parties will first try in good faith to settle any dispute through senior representatives within 30 days of written notice.
A dispute that is not settled will be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator, in English. The award is final and binding.
Either party may still apply to a court for urgent injunctive relief, including to enforce section 6.

21.General

You may not transfer your rights or obligations without our written consent. We may transfer ours to a company in our group or to a buyer of our business.
Neither party is liable for delay or failure caused by events beyond its reasonable control, such as power or network failures, strikes or government action, provided it takes reasonable steps to limit the effect.
We send notices by email to your account's registered address or through your dashboard. You send notices to the contact details below.
These Terms, the Partner Agreement and the documents they refer to form the entire agreement between us on their subject. If any part is found unenforceable, the rest remains in force. A delay in enforcing a right is not a waiver of it.

22.Contact

AfroPin Software Limited
Email: [email protected]