TERMS OF USE

Kairo reserves the right to refuse, suspend, or terminate access to the Services for any person or entity that does not meet, or ceases to meet, these eligibility requirements.

Our services may include:

• Koins: Merchant, agent banking, distribution and transaction infrastructure.
• Octopus: Wallet technology, payment APIs and related financial technology infrastructure.
• Kairo: Conversational financial and business tools, including AI-assisted interactions, payment collection, invoicing, business management and supported financial transactions.
• Orange : A stand alone agency and merchant banking service solution.
• APIs and developer services: Integration interfaces, technical documentation, webhooks, software components and related services for financial institutions, businesses and approved developers.
• Other Ikonik services: Websites, dashboards, operational tools, analytics, reconciliation, settlement support, fraud-related tools, customer support systems, workflow automation and other services we may introduce.

Some products may be offered directly by Ikonik, while others may be made available through a financial institution, payment service provider, telecommunications provider, software customer or other third-party partner.

These Terms apply alongside any product-specific terms, service-level agreements, API agreements, commercial contracts, data processing agreements, fee schedules or third-party terms applicable to your use of a particular service.

By accessing our website, creating an account, using an API, accepting an invitation, signing a service agreement or using any Ikonik service, you agree to the terms applicable to that activity.

If you do not agree to these Terms, you must not access or use the relevant service.

If you use Ikonik on behalf of a company, financial institution, merchant, employer or other organisation, you represent that you are authorised to bind that organisation. In that case, “you” includes the organisation where the context requires.

Where a separate signed agreement governs a particular service, that agreement will prevail over these Terms to the extent of any inconsistency concerning that service. Mandatory applicable law will always prevail.

A separate end-user agreement or additional consent may be required before certain financial services, identity verification processes, electronic authorisations or regulated activities can be used.

You may use Ikonik services only if you are legally capable of entering into a binding agreement and meet the eligibility requirements for the relevant product.

Where a product is available to individuals under the age of 18, access must comply with applicable law and any specific eligibility or parental-consent requirements. Otherwise, minors must not independently open accounts or use financial transaction services.

Business customers and financial institutions must provide accurate registration, ownership, contact and regulatory information where requested.

We may require identity verification, business verification, beneficial ownership information, know-your-customer (“KYC”) checks, anti-money-laundering checks or other due diligence appropriate to the service and applicable law.

We may refuse registration, limit access or request additional documentation where reasonably necessary for security, compliance, fraud prevention or service eligibility.

Account approval does not necessarily constitute approval for every product or transaction type.

4.1 Technology infrastructure

Ikonik develops and provides software, integrations, APIs, workflows and related infrastructure to help financial institutions, businesses and individuals access supported digital and financial services.

The precise role of Ikonik may differ between products and transactions. Depending on the arrangement, Ikonik may act as a technology provider, software supplier, API provider, data processor, data controller, disclosed service provider or another legally recognised role.

Our contractual role must be determined by the applicable agreement, actual service configuration and relevant law.

4.2 Financial services provided by partners

Certain services accessible through Ikonik may be provided, held, processed, settled or administered by banks, microfinance banks, payment service providers, card schemes, switching companies, billers, identity verification providers or other third parties.

Where applicable, those providers may be responsible for their own regulated services, including maintaining accounts, holding customer funds, executing transactions, issuing financial products, applying transaction limits and meeting regulatory obligations.

We will identify relevant providers or direct users to the applicable terms and disclosures where reasonably necessary.

Nothing in these Terms represents that Ikonik itself is a bank, deposit-taking institution, payment service provider, lender, insurer or other regulated institution unless that status is expressly confirmed and legally applicable to the relevant service.

4.3 No automatic guarantee of service availability

A service may depend on external networks, partner systems, telecommunications infrastructure, payment rails, identity verification services or other systems outside our direct control.

We do not guarantee that every feature, payment rail, integration or service will be available continuously or in every location.

5.1 Koins

Koins may provide merchant and agent banking infrastructure, transaction interfaces, POS integrations, dashboards, distribution management and related tools.

Financial institutions and other business customers using Koins are responsible for:

• Obtaining and maintaining the licences, approvals and appointments required for their own activities.
• Ensuring that agents, merchants and employees are properly appointed, trained and supervised.
• Maintaining appropriate customer onboarding, KYC, AML/CFT, sanctions screening and transaction-monitoring controls where applicable to their role.
• Protecting devices, credentials, transaction records and customer information.
• Applying approved transaction limits, access permissions, authorisation controls and reconciliation procedures.
• Handling customer complaints and transaction disputes in accordance with applicable law and their agreements with Ikonik and relevant partners.

Ikonik's provision of agent or merchant banking technology does not, by itself, authorise a customer to conduct regulated activities.

POS devices, terminals, integrations and supported transaction types may be subject to separate procurement, deployment, maintenance, security and third-party scheme terms.

5.2 Octopus

Octopus may provide wallet technology, payment APIs, account or transaction integrations and related infrastructure.

The terms governing an account, wallet, stored value, payment instrument or financial product will depend on the entity legally providing that product.

Where a partner maintains a customer account or holds funds, that partner's applicable terms, disclosures and regulatory obligations will govern the relevant relationship.

Unless a separate agreement and applicable law expressly provide otherwise, access to a wallet interface or payment API does not mean that Ikonik itself accepts deposits, guarantees a balance, issues electronic money or undertakes to repay funds held by another institution.

Customers must not use Octopus to process unlawful payments, conceal the origin or destination of funds, circumvent transaction limits or engage in fraud, money laundering, terrorist financing or other prohibited activity.

5.3 Kairo

Kairo may offer conversational financial and business tools through supported interfaces, including messaging, text, voice, image or other input methods.

Depending on the service, features may include payment collection, invoices, business records, products, customer management, analytics, promotions, reminders, account information, transfers, airtime, bill payments and AI-assisted workflows.

Kairo may distinguish between personal users, merchants, business administrators and other authorised users. Features available to one user category may not be available to another.

Users must review material transaction details before authorising a financial transaction. Where a service requires a PIN, one-time password, biometric check, confirmation step or other authentication method, the user must complete the required step.

An AI-generated suggestion, summary, invoice draft, customer response or other output is not, by itself, proof that a transaction has been executed or that funds have been received.

Transaction status must be determined from the relevant authoritative system, payment provider or confirmed transaction record.

Business customers are responsible for the accuracy and lawfulness of the products, prices, invoices, customer communications and other business information they submit or publish.

5.4 Orange

Orange may provide tools for receivables management, payment reminders, collections workflows, case management, communication and related operational processes.

Unless expressly agreed in writing and permitted by applicable law, Recovery does not authorise Ikonik or a customer to engage in unlawful debt collection, harassment, threats, impersonation, disclosure of confidential debt information or unauthorised access to third-party accounts.

Customers must ensure that the debts or receivables they submit are legitimate, appropriately documented and processed on a lawful basis.

Customers remain responsible for the accuracy of their records, the legal basis for contacting debtors, the content of collection communications and compliance with applicable consumer protection and privacy laws.

Use of Recovery does not guarantee that any outstanding amount will be recovered.

5.5 APIs and developer services

API access is subject to any applicable API agreement, technical documentation, rate limits, authentication requirements and service-level commitments.

Developers must:

• Keep API keys, tokens, certificates and secrets confidential.
• Use the APIs only for approved purposes and authorised accounts.
• Apply appropriate encryption, access controls, logging and secure-development practices.
• Avoid scraping, reverse engineering or circumventing technical restrictions except where permitted by law or expressly authorised.
• Respect rate limits and refrain from abusive, disruptive or excessive requests.
• Validate incoming webhooks and verify signatures or other authenticity mechanisms where provided.
• Avoid exposing personal data, credentials or financial information in logs, URLs, error messages or public repositories.
• Notify Ikonik promptly of suspected credential compromise, unauthorised access or a security incident involving an integration.

Developers must not represent that an integration is officially approved, certified or endorsed by Ikonik unless that status has been expressly granted in writing.

We may rotate credentials, introduce version changes, impose reasonable rate limits or retire an API in accordance with the applicable agreement and reasonable transition arrangements.

You must provide accurate and current information when creating or administering an account.

You are responsible for protecting credentials under your control and for activities performed through your account, subject to applicable law and any agreed allocation of security responsibilities.

You must not share personal authentication credentials or permit unauthorised persons to operate an account in your name.

Organisations must establish appropriate user roles, approval workflows, segregation of duties and maker-checker controls where supported and required by their risk profile.

You must notify us promptly if you suspect that an account, device, API credential or authentication factor has been compromised.

We may require re-authentication, suspend credentials or restrict access where reasonably necessary to protect customers, systems, funds, data or regulatory compliance.

The allocation of responsibility for unauthorised transactions will be governed by applicable law, the relevant financial provider's terms and any applicable product agreement. Nothing in this section removes a mandatory consumer protection or dispute-resolution right.

7.1 Instructions

You must ensure that payment instructions and other transaction details are accurate, complete and authorised by the appropriate person.

Depending on the service, transactions may require authentication, verification, sufficient available funds, compliance screening, partner approval or other conditions.

7.2 Processing and completion

A submitted instruction may be pending, rejected, delayed, reversed, disputed or unsuccessful.

A successful API response or an instruction marked as submitted does not necessarily mean that the beneficiary has received cleared funds.

Where applicable, transaction status should be confirmed using the relevant provider's records, settlement confirmation or other designated authoritative source.

7.3 Irreversible or delayed transactions

Certain payment instructions may be difficult or impossible to reverse once processed. You must verify recipient details and transaction amounts before confirming an instruction.

If a payment is sent incorrectly, duplicated, delayed or disputed, notify the relevant service provider promptly through the designated support channel.

We will provide reasonable technical assistance within the scope of our role, but we cannot guarantee recovery of funds or reversal of a transaction.

7.4 Fees and charges

Applicable fees may include platform fees, API usage charges, subscription charges, transaction fees, usage credits, third-party charges or other agreed amounts.

Fees, billing methods, applicable taxes, credit validity and refund rules will be disclosed in the relevant pricing schedule, checkout flow, order form or commercial agreement.

For usage-based products, the applicable unit of consumption and the method used to calculate charges should be stated in the relevant product documentation.

Unless otherwise disclosed or required by law, fees already charged for services properly delivered are non-refundable. This does not exclude refunds, reversals, credits or remedies required by law or the applicable agreement.

Third-party providers may impose separate charges that are not controlled by Ikonik.

7.5 Reconciliation

Business customers and financial institutions must maintain appropriate records and reconcile transactions in accordance with their operational and regulatory obligations.

Where Ikonik provides reconciliation or reporting tools, those tools assist operational processes but do not automatically replace official statements, settlement records or legally required books and records.

7.6 Suspicious activity

We may delay, decline, review or restrict an instruction where reasonably necessary for security, fraud prevention, compliance with law, partner requirements or investigation of suspicious activity.

Where disclosure is legally restricted, we may be unable to provide full details of the reason for a restriction.

You agree to:

• Use the services lawfully and only for authorised purposes.
• Provide truthful information and promptly correct material inaccuracies.
• Obtain the permissions and consents required for data you submit or process.
• Respect the privacy, confidentiality and intellectual property rights of others.
• Maintain suitable devices, connectivity and security practices.
• Keep relevant records and comply with applicable retention obligations.
• Use appropriate safeguards when giving employees, agents, contractors or developers access to systems.
• Cooperate reasonably with investigations, compliance checks and incident response.
• Comply with applicable tax, consumer protection, financial services, anti-money-laundering, sanctions and data protection requirements relevant to your activities.

Business customers remain responsible for their own products, services, customer relationships, commercial promises, pricing, fulfilment and regulatory obligations unless a written agreement expressly allocates a responsibility to Ikonik.

You must not use or permit another person to use Ikonik services to:

1. Commit fraud, theft, impersonation or other unlawful activity.
2. Facilitate money laundering, terrorist financing, sanctions evasion or other financial crime.
3. Process transactions involving unlawful goods, services or activities.
4. Circumvent KYC, identity verification, authentication or transaction limits.
5. Gain unauthorised access to accounts, networks, systems or personal data.
6. Introduce malware, exploit vulnerabilities or interfere with service availability.
7. Send unlawful, deceptive, abusive or harassing communications.
8. Misuse another person's identity, credentials or financial information.
9. Manipulate transaction records, webhook events, reports or reconciliation outputs.
10. Reverse engineer or copy protected software except to the extent permitted by law or expressly authorised.
11. Use AI features to generate unlawful content, facilitate fraud or make unauthorised financial decisions.
12. Violate intellectual property, privacy or other legal rights.

We may investigate suspected violations and take proportionate measures, including warnings, restrictions, suspension, termination or referral to the appropriate authority, where permitted or required by law.

Ikonik may integrate with or provide access to third-party services, including banks, payment processors, identity verification providers, messaging platforms, telecommunications networks, cloud infrastructure providers, billers and other software systems.

Those services may be governed by separate terms, privacy notices, eligibility requirements and operational policies.

We do not control all aspects of third-party systems and are not responsible for their independent acts or omissions except to the extent liability is imposed by law or our own contractual commitments.

A third-party service may be unavailable, change its terms, reject a transaction or discontinue an integration. Where reasonably practicable, we may provide notice of material changes affecting an Ikonik service.

You authorise the necessary exchange of information with relevant providers to deliver the service you request, subject to the applicable privacy notice, permissions and law.

Some Ikonik products use artificial intelligence or automated systems to interpret instructions, summarise information, generate content, recommend actions, classify events or support workflows.

AI-generated outputs may be incomplete, inaccurate, outdated or unsuitable for a particular situation. You must independently verify material information before relying on it.

Unless a feature is expressly documented and configured to do so, AI output should not be treated as an executed transaction, confirmed payment, binding legal determination or professional financial, legal or tax advice.

Financial actions must follow the applicable authorisation and transaction-confirmation process.

You must not rely solely on an AI output to make a high-impact decision where independent review or human oversight is required by law or the relevant service agreement.

Additional disclosures or consent may apply where automated processing is used for a decision that has legal or similarly significant effects on an individual.

The handling of prompts, conversations, uploaded files and outputs is described in the Privacy Policy and any product-specific notice.

Ikonik and its licensors retain all rights in the Ikonik name, trademarks, logos, software, APIs, documentation, designs, interfaces, platform architecture and other protected materials, except where rights are expressly granted in writing.

Subject to these Terms and any applicable commercial agreement, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the relevant services for their intended purpose.

You may not resell, sublicense, reproduce, distribute or commercially exploit Ikonik materials except as expressly permitted.

You retain rights in content and business data that you lawfully own or control. You grant Ikonik the limited rights necessary to host, process, transmit, display and otherwise use that content to provide, secure, maintain and support the relevant services, comply with law and perform the applicable agreement.

Nothing in these Terms transfers ownership of your underlying business data to Ikonik.

Feedback and suggestions may be used by Ikonik to improve its services, without compensation, provided this does not transfer your confidential information or intellectual property beyond the rights reasonably necessary for that use.

Each party must protect the other party's non-public confidential information using reasonable safeguards and use it only for the purposes for which it was disclosed.

Confidential information does not include information that is publicly available without breach, already lawfully known, independently developed without use of the confidential information or lawfully received from another source without a confidentiality restriction.

A party may disclose confidential information where required by law or a competent authority, subject to any legally permissible notice and cooperation obligations.

Where the parties require additional protections for customer records, source code, financial data, security documentation or commercial information, those protections should be set out in a separate confidentiality agreement or service contract.

We use reasonable technical and organisational safeguards appropriate to our role and the nature of the services.

No system can be guaranteed to be completely secure or continuously available.

We may perform maintenance, updates, security patches, incident response or other operational work that temporarily affects access.

Where practicable, we will provide advance notice of planned material interruptions in accordance with the applicable service-level agreement.

We may take urgent action without advance notice where reasonably necessary to address a security threat, suspected fraud, legal obligation or material operational risk.

Any specific uptime, support response time, recovery objective or service credit applies only if expressly stated in a signed agreement or applicable service-level schedule.

API access is subject to any applicable API agreement, technical documentation, rate limits, authentication requirements and service-level commitments.

We may suspend, restrict or terminate access where reasonably necessary because:

• You materially breach these Terms or an applicable agreement.
• Your activity creates a material security, fraud or compliance risk.
• We are required to do so by law, a competent authority or an applicable partner requirement.
• Your account appears compromised or is being used without authorisation.
• A relevant service is discontinued or the underlying provider withdraws access.
• Fees remain unpaid after any applicable notice and cure period.
• Continued provision would create a material operational or legal risk.

Where legally and operationally appropriate, we will provide notice and an opportunity to remedy a breach before termination.

Suspension or termination does not remove obligations or rights that accrued before the effective date.

Upon termination, access to the relevant service may cease. Data export, deletion, retention, outstanding transactions and transition assistance will be handled under the applicable agreement, privacy notice and law.

We will not treat termination of an Ikonik interface as automatically cancelling a financial account held by a separate financial institution. That account remains subject to the provider's terms and applicable law.

To the extent permitted by applicable law, the services are provided according to their documented scope and applicable service commitments.

We do not warrant that every feature will be uninterrupted, error-free, compatible with every system or suitable for every business purpose.

We do not guarantee business growth, customer acquisition, debt recovery, fraud prevention, transaction success, settlement timing or commercial outcomes merely because a customer uses an Ikonik product.

We do not guarantee the accuracy of third-party information or AI-generated output.

Nothing in these Terms excludes a warranty, duty or consumer right that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect or consequential loss, loss of anticipated profit, loss of goodwill or loss of business opportunity arising from the relevant service, except where such loss arises from a category of liability that cannot lawfully be excluded.

Subject to applicable law, a party's total aggregate liability arising from a particular paid business service will be limited to the fees paid or payable for that service during the twelve (12) months immediately preceding the event giving rise to the claim.

This proposed cap does not apply where prohibited by law or to liability that the parties cannot lawfully limit, including any applicable liability for fraud, wilful misconduct, death or personal injury caused by negligence, infringement of non-excludable rights, or other liability that must remain unlimited under applicable law.

For services provided without charge, any limitation will apply only to the extent permitted by law.

The allocation of liability for funds held by a financial institution, settlement obligations, unauthorised transactions, data breaches and third-party integrations must be further specified in the relevant service agreement and cannot override mandatory statutory responsibilities.

This section must be reviewed by Nigerian counsel before publication, particularly for consumer-facing services.

To the extent permitted by applicable law, a business customer will indemnify Ikonik against third-party claims, losses and reasonable costs arising directly from that customer's unlawful conduct, material breach of these Terms, infringement of third-party rights or misuse of the services.

This obligation does not apply to the extent a claim results from Ikonik's own breach, negligence, wilful misconduct or other conduct for which liability cannot lawfully be transferred.

Any indemnity must be interpreted consistently with applicable consumer protection law and the parties' separate agreements.

If you experience a problem, contact us using the details below and provide sufficient information to identify the affected service or transaction.

Support: [email protected]
Complaints:
Postal Address: [INSERT ADDRESS]

Where the issue relates to a transaction or account operated by a third-party financial institution, you may also need to contact that institution through its official complaint process.

We will acknowledge, investigate and respond to complaints in accordance with applicable law, the relevant service agreement and any required complaint-handling procedure.

Where a dispute cannot be resolved informally, either party may pursue available remedies before a court or other competent dispute-resolution body.

The parties may agree to mediation or arbitration in a separate written agreement, provided the arrangement is legally valid and does not unlawfully restrict consumer rights or access to a competent regulator or court.

These Terms are governed by the laws of the Federal Republic of Nigeria, without prejudice to mandatory legal protections applicable to a user in another jurisdiction.

Subject to mandatory law and any valid separate dispute-resolution agreement, disputes will be submitted to the courts of competent jurisdiction in Nigeria.

The appropriate court, venue and any product-specific regulatory complaint mechanism should be confirmed by Nigerian counsel.

We may update these Terms to reflect changes to our services, security requirements, business arrangements or applicable law.

We will publish the updated version and revise the “Last Updated” date.

Where a change materially affects users' rights or obligations, we will provide reasonable notice through an appropriate channel where practicable and legally required.

If you continue using the relevant service after the change takes effect, your use will be governed by the updated Terms to the extent permitted by law. Where affirmative acceptance is required, we will obtain it.

Changes will not retroactively remove rights or remedies that have already accrued.

If any provision is held invalid or unenforceable, the remaining provisions will continue to apply to the extent legally permissible.

Failure to enforce a provision does not constitute a waiver of that provision.

You may not transfer your rights or obligations under these Terms without our prior written consent, except as permitted by law. We may transfer our rights and obligations as part of a lawful corporate restructuring, merger or transfer of the relevant business, subject to applicable law and contractual requirements.

These Terms, together with applicable product terms and signed agreements, constitute the agreement governing the relevant use of the services.

Nothing in these Terms creates a partnership, employment relationship, agency or joint venture unless expressly agreed in writing.

Neither party will be responsible for delay caused by events beyond its reasonable control, subject to any non-excludable legal duties and the obligation to take reasonable steps to mitigate the impact.

For questions about these Terms, contact:

First Frontier Tech Ltd (FFTL), trading as Ikonik
Email: [email protected]
Website: ikonik.com.ng