Merchant Payment Partnership Agreement

This English translation is provided for convenience only. In the event of any discrepancy between this translation and the French original (Contrat de partenariat paiement marchand), the French version shall prevail and is the only legally binding version.

This Agreement governs the terms of the Merchant Payment Partnership between:

iFUTUR SA, a company licensed as a payment institution by the BCEAO, operating the iMONEY - Merchant Payments platform,
and the Merchant carrying on a commercial activity, who accepts these general terms of use and partnership online.

Form and legal effect

By checking the "I accept" box or clicking the electronic validation button provided for this purpose, the Merchant acknowledges:

having read, understood, and accepted without reservation the entirety of the 16 articles of the Merchant Payment Partnership Agreement,
consenting to this electronic acceptance having the same legal value as a handwritten signature,
being contractually bound upon validation, in accordance with the law applicable in Niger and the provisions of OHADA law.

Access and archiving

The Merchant may consult the version of the agreement currently in force at any time at the following address: 🔗 www.i-pay.money/terms

A copy of the accepted version is automatically archived in the Merchant's personal space and may be provided upon request.

Definitions

For the purposes of this Agreement, the following terms shall have the meaning set out below, whether used in the singular or plural:

iFUTUR: a public limited company (Société Anonyme) licensed by the BCEAO, provider of the payment technology solution known as iMONEY.
Merchant: a natural or legal person carrying on a commercial activity, who has electronically accepted this Agreement in order to access the iMONEY - Merchant Payments services.
iMONEY: the platform developed and operated by iFUTUR, enabling the acceptance and processing of electronic payments (Mobile Money, bank cards, POS terminals).
POS terminal: an Electronic Payment Terminal provided by iFUTUR, enabling in-person bank card collection at the Merchant's points of sale.
Mobile Money: an electronic payment service operated by licensed mobile providers (Airtel Money, Zamani Cash, Moov Money), enabling payments via mobile phone.
Platform: the digital interface (web or mobile) provided by iFUTUR, through which the Merchant accesses and manages transactions, checks balances, and configures services.
Transaction: any financial operation carried out via the iMONEY platform (payment received, payout, refund).
Payout: the transfer by iFUTUR to the Merchant of amounts collected, net of applicable fees and commissions.
Commission: a percentage or fixed fee charged by iFUTUR for each transaction processed via iMONEY.
KYC (Know Your Customer): the regulatory procedure for identifying and verifying the Merchant's identity, required by financial authorities.
Force Majeure: an unforeseeable, irresistible, and external event preventing one of the parties from performing all or part of its contractual obligations.
Personal data: any information enabling the direct or indirect identification of a natural person, processed in connection with the performance of the Agreement.

Article 1: Purpose of the Agreement

This Agreement sets out the terms of the partnership between iFUTUR, provider of the iMONEY - Merchant Payments payment technology solution, and the Merchant, a professional user wishing to collect electronic payments as part of its commercial activities.

In this context, iFUTUR provides the Merchant with a multichannel payment solution including:

Acceptance of Mobile Money payments (including Airtel Money, Zamani Cash, Moov Money) via API or dedicated interfaces;
Acceptance of bank card payments, whether local (GIM UEMOA) or international (Visa, Mastercard), via app or terminals (POS);
The optional supply of Electronic Payment Terminals (POS) for in-store transactions;
An online management interface (web and mobile) for viewing transactions, payment requests, payouts, and reports;
Technical and commercial support provided by iFUTUR throughout the term of the Agreement.

This Agreement governs the use of these services, the respective responsibilities of the parties, the applicable pricing, as well as the security, confidentiality, and termination terms.

It is accepted electronically by the Merchant upon subscribing to the service, and constitutes a contractual agreement having the same evidentiary force as a signed paper agreement.

Article 2: Scope and acceptance

This Agreement constitutes the entire and exclusive agreement between the Parties regarding the use of the iMONEY - Merchant Payments solution.

It supersedes and replaces any prior agreement, written or oral, relating to the same subject matter.

The Merchant acknowledges having read, understood, and accepted the terms of this Agreement at the time of registration via the online sign-up form.

Electronic acceptance of the Agreement, by checkbox or digital validation on the www.i-pay.money/terms platform, constitutes a legal commitment. This electronic version prevails over any printed or earlier version, and is archived by iFUTUR for evidentiary purposes.

Any use of the iMONEY services presupposes continued and unreserved acceptance of these terms, as well as of any update notified in accordance with the terms set out in Article 16 of this Agreement.

Article 3: Non-exclusivity

This Agreement is entered into on a non-exclusive basis. It does not impose any restriction on the activity of either Party.

iFUTUR reserves the right to offer the iMONEY - Merchant Payments solution to other users, companies, or partners, without any obligation to inform or obtain prior approval from the Merchant.

Likewise, the Merchant is free to use other payment solutions or providers, subject to compliance with these terms in its use of the iMONEY solution.

Neither Party may claim a right of exclusivity or attempt to prevent the other from carrying on its usual activities in connection with similar or competing services.

Article 4: Services provided

Under this Agreement, iFUTUR provides the Merchant with a secure digital services infrastructure enabling:

Collection of Mobile Money payments: through integration of interfaces with local operators (Airtel Money, Zamani Cash, Moov Money), allowing the generation of payment requests, QR codes, or payment links.
Acceptance of bank cards: via integration of the iPay Money gateway, the terminals provided, or the mobile app, to accept payments by GIM UEMOA, Visa, and Mastercard cards.
Provision of POS terminals: depending on the Merchant's needs, iFUTUR may provide an Electronic Payment Terminal, delivered configured and ready for use, subject to activation, maintenance, or rental fees.
The web and mobile Money platform: enabling balance viewing, transaction tracking, statement downloads, payout request management, and user profile configuration.
A dedicated customer service and technical support: available by phone, email, or instant messaging, to assist the Merchant in the event of a technical difficulty or malfunction.
Initial training: upon request, remote or in-person training may be provided to the Merchant and its teams to ensure a good understanding of the tool and of digital collection best practices.

These services are provided subject to the Merchant complying with its own contractual obligations, particularly regarding security, identification, and regulatory compliance.

Article 5: Merchant obligations

Under this Agreement, the Merchant undertakes to:

Use the solution in accordance with iFUTUR's instructions: comply with transaction validation processes, security guidelines, and the terms of use available on the platform.
Provide accurate and up-to-date information: including the company's identity, bank details, tax identification number (NIF), and any other document required under KYC obligations.
Keep its access credentials confidential: and immediately report any suspicion of fraud, unauthorized access, or compromise of access.
Inform iFUTUR of any malfunction: technical anomalies, interruptions, transaction errors, or customer requests requiring specific follow-up.
Comply with regulatory obligations: including anti-money laundering, fraud prevention, and counter-terrorism financing rules, as well as any legal provision applicable to its sector of activity.
Take care when using the POS terminals and tools provided: keep the equipment in working condition in the case of a loan or rental, and facilitate any technical intervention or preventive maintenance operation.
Comply with the caps and restrictions in force: including transaction limits imposed by BCEAO regulations or by the payment partners integrated into the iMONEY solution.

Article 6: iFUTUR's obligations

Under this Agreement, iFUTUR undertakes to:

Provide a secure platform: guarantee a technical environment compliant with international payment security standards, including data encryption, strong authentication, and PCI-DSS compliance.
Ensure service availability: deploy all reasonable means to guarantee continuous access to the iMONEY platform, except for maintenance operations or cases of force majeure.
Offer accessible technical support: provide multichannel assistance (WhatsApp, phone, email) to meet the Merchant's needs within a reasonable time.
Train and support users: provide materials, training modules, or ad hoc interventions to ensure good understanding and effective use of the tools made available.
Respect data confidentiality: ensure that the Merchant's commercial, technical, or personal data is protected against unauthorized disclosure or use.
Make payouts within the agreed timeframes: pay the Merchant the net amounts due, after deduction of fees and commissions, in accordance with the payment terms set out in Article 8.
Provide notice of changes: notify the Merchant electronically of any change affecting the services, pricing, or terms of use.

Article 7: Pricing and commissions

Pricing structure

The Merchant acknowledges having reviewed the pricing schedule for the iMONEY - Merchant Payments services, available at any time on the www.i-pay.money/pricing platform. This schedule includes, in particular:

Per-transaction commissions, which vary according to the channels used (Mobile Money, bank cards, POS);
Installation, subscription, or POS rental fees, where applicable;
Optional service fees (fast payout, receipt customization, etc.);
Costs related to the maintenance or replacement of defective equipment in the event of negligence.

Deduction terms

Applicable commissions are automatically deducted at source from the gross amount of each transaction before payout to the Merchant. A monthly invoice or summary statement is generated on the Merchant's dashboard.

Pricing revisions

iFUTUR reserves the right to modify the fees charged, subject to at least thirty (30) days' notice given by email, SMS, or in-app notification. The Merchant may reject these changes by terminating the Agreement in accordance with the provisions of Article 15.

Taxes and levies

The fees indicated are exclusive of tax. Applicable taxes (VAT or other) will be added in accordance with tax legislation in force in Niger.

Article 8: Payout and refund terms

Frequency and timing of payouts

iFUTUR makes payouts of the net amounts due to the Merchant (after deduction of fees and commissions) within a maximum period of five (5) business days after the close of each billing period, according to the schedule defined on the platform.

The payout is made to the bank or mobile account provided by the Merchant in its user account.

Payout conditions

Payout is only made if:

Transactions have been confirmed and validated without technical incident or disputed operation;
The Merchant has complied with the terms of use of the service and provided accurate, up-to-date bank details;
No major dispute or suspected fraud is in progress.

Refunds and chargebacks

In the event of a refund request by an end customer or a transaction dispute:

The Merchant must initiate the procedure via the iMONEY interface within 72 hours of the event occurring;
Chargebacks will be handled according to the specific rules of the Mobile Money operators or card networks (Visa, GIM, Mastercard) involved;
iFUTUR reserves the right to withhold any disputed amount pending resolution of the dispute.

Insufficient balance

If the Merchant's iMONEY account does not have sufficient funds to cover a refund or a technical fee, the payout may be deferred, offset, or cancelled, after notice to the Merchant.

Statements and supporting documents

All payouts are accompanied by supporting documents that can be viewed and downloaded in the Merchant's online space, including:

Transaction details,
Fees applied,
The amount owed or paid out.

Article 9: Service availability and security

Service availability

iFUTUR undertakes to ensure continuous availability of the iMONEY - Merchant Payments platform, 24 hours a day, 7 days a week, except in the case of:

planned maintenance (with at least 48 hours' notice),
a significant technical update,
a force majeure incident.

Maintenance and planned interruptions

Any scheduled interruption will be notified to the Merchant via the platform, by email or SMS, indicating the estimated duration of unavailability.

Access and data security

iFUTUR implements robust security measures to protect access to the platform, including:

Two-factor authentication (2FA),
Encryption of communications and sensitive data,
Monitoring of suspicious connections.

The Merchant undertakes to comply with security procedures, not to share its credentials, and to immediately report any abnormal activity.

Limitation of liability

iFUTUR cannot be held liable for service interruptions resulting from:

a technical incident beyond its control (network outage, operator failure, etc.);
improper or negligent use of the platform by the Merchant;
a flaw related to equipment or software not provided by iFUTUR.

Article 10: Protection of personal data

Legal framework

iFUTUR collects and processes the personal data of the Merchant, its agents, or its customers in strict compliance with applicable law, in particular Law No. 2022-59 of 16 December 2022 on the protection of personal data in the Republic of Niger.

Purposes of processing

Data is collected for the following purposes:

Creation, management, and security of the Merchant account;
Processing of financial transactions and report generation;
Monitoring platform usage and improving the service;
Compliance with legal and regulatory obligations (KYC, AML/CFT, taxation);
Customer support and complaint resolution.

Security measures

iFUTUR implements appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of data, including:

The use of secure servers hosted in facilities compliant with international standards,
Encryption of sensitive data in transit and at rest,
Strict control of internal access through authorization levels.

Merchant rights

The Merchant has the following rights over its personal data:

Access, rectification, or deletion;
Objection to or restriction of processing;
Data portability, where applicable.

These rights may be exercised by written request sent to privacy@i-futur.com or via the form provided in the Merchant's personal space.

Retention period

Data is retained for the period necessary to perform the Agreement, plus applicable legal limitation or archiving periods. Certain data may be retained for up to ten (10) years, in particular for evidentiary purposes in tax, contractual, or regulatory matters.

Transfer to third parties

The Merchant's data is only shared with subcontractors or technical partners involved in providing the services (hosting providers, payment processors, support providers), and only to the extent necessary.
Any transfer outside national territory complies with the safeguards required by data protection legislation.

Article 11: Confidentiality of information

Confidentiality undertaking

The Parties undertake to maintain the strict confidentiality of all non-public technical, commercial, financial, or strategic information obtained in connection with the performance of this Agreement, throughout its term and for a period of two (2) years after its termination, regardless of the cause.

Information covered

The following are considered confidential, without limitation:

The Merchant's transaction or activity data;
Access codes, technical diagrams, internal procedures;
Intellectual property elements;
Information relating to the strategy or business relationships of iFUTUR or the Merchant.

Exceptions

The confidentiality obligation does not apply to information that:

Has become public other than through a breach of this Agreement;
Was legitimately received from a third party not bound by a confidentiality obligation;
Was independently developed by one of the parties;
Is requested by a competent judicial, administrative, or regulatory authority.

Use of information

Confidential information may only be used for the purposes of performing this Agreement. It may not be copied, reproduced, or transferred to a third party without the prior written consent of the disclosing party.

Protective measures

Each Party takes all reasonable precautions to protect confidential information, including:

Restricting access to only those employees or providers who need to know it;
Using secure means of communication (encrypted emails, VPN, strong authentication);
Having confidentiality clauses signed by the relevant staff.

Return or destruction

At the end of the Agreement, each Party undertakes to return or destroy, upon request from the other, all media containing confidential information, whether physical or digital.

Article 12: Liability and limitations

iFUTUR's liability

iFUTUR undertakes to provide the iMONEY - Merchant Payments services professionally, in accordance with best practices and applicable regulatory standards. However, iFUTUR cannot be held liable for:

loss of revenue, customers, or business opportunities suffered by the Merchant in the event of a breakdown, interruption, or misuse of the platform;
malfunctions due to factors beyond iFUTUR's control, such as telecom networks, third-party banking services, or partners' payment platforms;
the consequences of improper, negligent, or fraudulent use of the platform by the Merchant or its representatives.

Merchant's liability

The Merchant is solely responsible for:

the security and confidentiality of its access to the platform;
the information it provides (identity, tax ID, bank details) and keeping it up to date;
transactions carried out through its user interface, including those made by its employees, partners, or collaborators;
any use of the iMONEY services contrary to applicable regulations or these terms of use.

Financial limitation

iFUTUR's financial liability to the Merchant, in the event of proven fault, is strictly limited to the total amount of commissions received by iFUTUR during the one (1) month preceding the event giving rise to the damage, except in cases of fraud, willful misconduct, or gross negligence.

Notice of claims

Any claim by the Merchant seeking to hold iFUTUR liable must be notified in writing within a maximum period of one (1) month from the occurrence of the damage. After this period, no claim will be admissible.

Duty to mitigate damages

The Merchant undertakes to take all reasonable measures to limit the impact of any damage or loss, and to cooperate with iFUTUR's support teams to resolve any malfunction as quickly as possible.

Article 13: Force majeure

Definition

Neither Party may be held liable for a failure to perform its contractual obligations if that failure results from a force majeure event, as defined under OHADA law.
Force majeure means any unforeseeable, irresistible event beyond the control of the Parties, making it impossible or unreasonably difficult to perform contractual obligations.
The following are, in particular, considered force majeure events, without limitation:

Natural disasters (floods, earthquakes, storms);
Pandemics or epidemics resulting in activity restrictions;
Acts of war, insurrection, civil unrest, acts of terrorism;
Government or administrative decisions rendering performance impossible;
Widespread interruptions of internet or telecom networks, or of electrical supply, not attributable to iFUTUR.

Notice

The Party prevented by a force majeure event must notify the other Party, within five (5) business days, of the occurrence of the event, specifying its nature, its expected effects on the performance of the Agreement, and the estimated duration of unavailability or delay.

Suspension of obligations

For the entire duration of the force majeure event, the affected obligations are suspended. The unaffected Party may not claim compensation or apply a penalty during this period.

Termination in the event of persistence

If the force majeure event persists beyond a period of sixty (60) calendar days, either Party may terminate the Agreement by written notice, without such termination giving rise to any compensation.

Resumption of performance

The affected Party undertakes to resume performance of its obligations as soon as the force majeure event ceases, and to immediately inform the other Party.

Article 14: Complaint handling

Complaint channels

The Merchant may submit any complaint relating to the use of the iMONEY - Merchant Payments services via the following channels:

📧 Email: support@i-pay.money
📞 WhatsApp / Direct call: +227 87 50 50 50
🖥️ A dedicated interface in the Merchant's personal space on the www.i-pay.money platform.

Content of the complaint

Any complaint must include the following elements:

The Merchant's name or account identifier;
The date and time of the incident or transaction concerned;
A clear description of the problem encountered;
Where applicable, supporting documents: transaction receipt, screenshot, payment reference.

Processing times

Acknowledgment of receipt: iFUTUR undertakes to send an acknowledgment of receipt within a maximum of forty-eight (48) business hours of receiving the complaint.
Handling of the complaint: a final response will be provided within a maximum of fifteen (15) business days, except in complex cases requiring technical checks or exchanges with payment partners.
In the event of an incomplete file, iFUTUR may request additional information from the Merchant.

Recourse in the event of disagreement

In the event of dissatisfaction or an unresolved dispute following iFUTUR's response:

The Merchant may submit a request for internal mediation to the Customer Relations department;
If no amicable agreement is reached within a reasonable time, the Parties agree to refer the matter to the Niamey Mediation and Arbitration Center (CMAN);
As a last resort, the dispute may be brought before the Niamey Commercial Court, which has default jurisdiction.

Complaint tracking

iFUTUR maintains a secure electronic register of all complaints received, including:

The date received;
The nature of the request;
The actions taken;
The date the file was closed.

Article 15: Term, termination, and consequences

Effective date and term

This Agreement takes effect on the date of electronic acceptance by the Merchant via the www.i-pay.money/terms platform.
It is entered into for an indefinite term, subject to early termination under the terms below.

Termination by the Merchant

The Merchant may terminate this Agreement at any time, subject to thirty (30) calendar days' written notice, submitted via its personal space or by email to iFUTUR.
The Merchant remains liable for fees due and must return any equipment on loan (e.g., POS terminal) in good working order.

Termination by iFUTUR

iFUTUR may terminate this Agreement automatically and without compensation in the following cases:

Failure by the Merchant to comply with contractual or regulatory obligations;
Fraudulent activity, data falsification, or attempted circumvention of security systems;
Repeated or persistent payment default;
Prolonged inactivity exceeding six (6) months;
A regulatory, judicial, or administrative decision requiring the service to stop.

Termination will take effect after fifteen (15) days' notice, except in cases of serious misconduct or fraud, where it may be immediate.

Effects of termination

Suspension of access: all access to the platform and services is disabled on the effective date of termination.
Return of equipment: the Merchant must return any iFUTUR equipment made available to it within ten (10) business days.
Payouts in progress: available funds will be paid out under the usual terms, after deduction of applicable fees.
Data archiving: the Merchant's data will be retained for the legal period required for evidentiary and regulatory audit purposes.

Article 16: Updates and amendment of the Agreement

Right of amendment

iFUTUR reserves the right to modify these general terms of use at any time, in particular to take into account:

the evolution of the iMONEY platform's services or features;
new regulatory or legal requirements;
pricing or contractual adjustments.

Notice of amendments

Any substantial amendment will be the subject of prior notice sent to the Merchant by email, SMS, WhatsApp, or via an alert integrated into the iMONEY platform.

A minimum period of thirty (30) calendar days will be observed before the new version takes effect.

Acceptance of amendments

The Merchant has three (3) options upon receiving the notice:

Explicitly accept the new terms via click or digital validation;
Continue using the services, which constitutes tacit acceptance after the 30-day period expires;
Reject the amendments, which results in termination of the Agreement at no cost, at the Merchant's initiative.

Reference version

The digital version of these terms, available at any time at www.i-pay.money/terms, constitutes the only version binding between the Parties. It replaces any printed or earlier version.

Archiving

All successive versions of the Agreement are securely archived by iFUTUR and may be provided to the Merchant upon written request, in particular in the event of a dispute or regulatory audit.