VeightPay™ Account Terms and Conditions

1. About Veightpay

1.1. VeightPay™ is a solution that provides individuals and businesses with white-label financial services. Payments and money transfers are executed through VeightPay™ using our digital currency known as VeightCoin™. VeightPay™ is also owned by VCIU®.

2. Scope of these Terms of Use

2.1. These Terms of Use govern the opening, use and, closure of your VeightPay™ Account and other related payment services as referred to herein. Together with any other terms and conditions referred to in these Terms of Use, they constitute the agreement between you and us. For the use of additional services, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services. You are advised to print or download and keep a copy of these Terms of Use for future reference. You can always view the updated Terms of Use on our Website.

2.2. Depending on the type of VeightPay™ Account you have, additional terms and conditions may apply and communicated to you at the appropriate time. In the event of any conflict between the additional terms and conditions and these Terms of Use, the former shall come first.

3. Definitions

Various terms in these Terms of Use have a defined meaning as follows:

“Business Day” means any day other than a Saturday or a Sunday or a public or bank holiday.

“Customer Service” means our customer service, which you can reach by sending a message through the “Support” facility on the website

“Fees” means the charges payable by you to us for using our services

“Financial Ombudsman Service” means the easy-to-use service that settles complaints between consumers and businesses that provide financial services.

“Payment Method” means bank transfer and payment instruments including, but not limited to, credit cards and debit cards.

“Privacy Policy” is the VeightPay™ policy governing the processing of personal data which is available on the Website, as may be amended from time to time

“VeightPay™” is a product of VCIU.

“VeightPay™ Account” means Virtual Currency Account you open and maintain through the VeightPay™ Website

“VeightPay™ Website” or “Website” means the website available at VeightPay™ www.veightpay.com

“Terms of Use”, means VeightPay™ Account Terms and Conditions, published on the Website and as may be amended from time

"Third Party Provider" means a service provider authorized by the Consumer Financial Protection Bureau (or other regulators) to who you have agreed can access information or make payments for you from your VeightPay™ Account.

“We”, “us”, “our” means VeightPay™

“You”, “your” means you, the natural person or legal entity in whose name the VeightPay™ Account is opened and maintained

4. Your VeightPay™ Account

4.1. Your VeightPay™ Account is a Digital Currency Ledger that enables you to buy, sell and spend VeightCoin™.

4.2. Your VeightPay™ Account can be credited with VeightCoin™ which is equivalent to the value of the US Dollars at all times. This will remain the currency of your VeightPay™ Account for the duration of your agreement with us.

4.3. Subject to section 7, VeightCoin™ held on your VeightPay™ Account does not expire but it will not earn any interest.

4.4. You have the right to sell VeightCoin™ from your VeightPay™ Account at any time. However, you may be required to do this through VeightPay™ MarketPlace™ where you can post your sell offer for other users to purchase . You can sell any amount of VeightCoin™, but the balance on your VeightPay™ Account must be sufficient. You can also specify the amount of VeightCoin™, you want to sell when completing a sell order form.

4.5. VeightPay™ accounts are not bank accounts. By accepting these Terms of Use you acknowledge that the US Consumer Financial Protection Bureau (CFPB) and Central Bank of Nigeria (CBN) regulations and control do not apply to your VeightPay™ Account. In the unlikely event that we become insolvent, you may lose the VeightCoin™ held in your VeightPay™ Account.

4.6. The VeightCoin™, on a VeightPay™ Account, belongs to the person or legal entity which is registered as the VeightPay™ Account holder. No person other than the VeightPay™ Account holder has any rights to the VeightCoin™, held in a VeightPay™ Account, except in cases of succession. You may not assign or transfer your VeightPay™ Account to a third party or otherwise grant any third party a legal or equitable interest over it.

4.7. Your VeightPay™ Account may be subject to purchase and sale limits, depending on your country of residence, the verification status of your VeightPay™ Account, and other factors used by us to determine such limits from time to time is at our sole discretion.

5. Opening Your VeightPay™ Account

5.1. To use our service you must first open a VeightPay™ Account by registering your details on our Website. As part of the signup process, you will need to accept these Terms of Use and our Privacy Policy and you must have the legal capacity to accept the same. If you order additional services, you may be asked to accept additional terms and conditions.

5.2. If you are an individual, you must be 18 years or older to use our services, and by opening a VeightPay™ Account you declare that you are 18 years or older. This does not apply to products for which we set a different age limit. We may require at any time that you provide evidence of your age.

5.3. All accounts must sign up and agree to our Multi-Factor Authentication system. A valid phone number that can receive SMS messages must be used to register an account. A phone number cannot be used to register more than one account.

5.4.You may only open a VeightPay™ Account if it is legal to do so in your country of residence. By opening a VeightPay™ Account you represent and warrant to us that your opening of a VeightPay™ Account does not violate any laws or regulations applicable to you. You shall pay us the amount of any losses we incur in connection with your breach of this section.

5.5. All information you provide during the signup process or any time thereafter must be accurate and truthful. If you do not provide such information or cooperate as instructed by us within six (6) months of opening your VeightPay™ Account or within such other deadline as we may notify you at any time, thereafter we may put your VeightCoin™ Account on hold.

5.6. You can use any bank account of your choice to receive payment for VeightCoin™ sold on VeightPay™ MarketPlace, but you must also indicate the location (COUNTRY) of the bank. We take any violation of this requirement very seriously and will treat any attempt to add a Payment Method without adding the location as a fraudulent act.

5.7. During signup you will be asked to indicate whether you intend to open a Standard Account, an Agent Account, or a Merchant Account. Standard Accounts are operated by users who buy VeightCoins™ to access USD, transfer money globally, or pay for goods and services offered by merchants. Agent Accounts are the only accounts that can buy VeightCoins™ directly from the VeightPay™ system. Merchant Accounts are E- commerce businesses that wish to accept VeightCoins™ as a mode of payment for goods and services which they provide on their websites. If you are using your VeightPay™ Account for commercial purposes, in addition to these Terms and Conditions, you shall be bound by our Merchant and Agent Terms and Conditions. If you are in any doubt about whether or not an activity amounts to a commercial activity, you should contact Customer Support at support@veightpay.com.

5.8. You may close your VeightPay™ Account anytime at no cost by contacting Customer Support, however, if you have existing VeightCoin™ in your VeightPay™ Account, you may be required to provide identification documents before being able to sell VeightCoin™. Transactions and charges for transactions undertaken before you close your VeightPay™ Account (including those transactions that are not revocable and have been initiated but not completed before closure of your VeightPay™ Account) will not be refunded.

6. Maintaining Your VeightPay™ Account

6.1. You must ensure that the information recorded on your VeightPay™ Account is always accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.

6.2. We may contact you by e-mail or in other ways described in section 18 with information or notices regarding your VeightPay™ Account. It is your responsibility to regularly check the proper functioning of your E-mail account or other methods of communication that you have registered with your VeightPay™ Account and to retrieve and read messages relating to your VeightPay™ Account promptly. We shall not be liable for any loss arising out of your failure to do so.

6.3. VeightCoin™ purchased, VeightCoin™ sold and VeightCoin™ paid are displayed in your transactions history together with the date of receipt or transmission (the debit value date), the fees charged and, where applicable, any exchange rate used. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend the information displayed in your online transaction history. You should quote this transaction ID when communicating with us about a particular transaction. You should check your VeightPay™ Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Support.

6.4. We will send you an e-mail notification to the e-mail address used when registering for your VeightPay™ Account (as updated from time to time by you) every month reminding you to log into your VeightPay™ Account and download and/or print a copy of your transaction history.

6.5. To claim a refund for an unauthorized or incorrectly executed payment transaction on your VeightPay™ Account, you must notify us without undue delay after becoming aware of the unauthorized or incorrect transaction and in any event no later than (7) business days after the debit date of the transaction.

7. Keeping Your VeightPay™ Account Safe

7.1. You must take all reasonable steps to keep your VeightPay™ Account password and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or a third party. Any message you receive or website you visit that asks for your password or other security features, other than the VeightPay™ website or a VeightPay™ payment gateway on our accredited merchants’ website, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Support. It is advisable to change your password regularly (at least every three (3) to six (6) months) to reduce the risk of a security breach concerning your VeightPay™ Account. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. Except as stated in section 9.A, you must never allow anyone to access your VeightPay™ Account or watch you accessing your VeightPay™ Account. You must comply with the security procedures we tell you about from time to time.

7.2. If you have any indication or suspicion of your VeightPay™ Account, login details, password, or other security feature being lost, stolen, misappropriated, used without authorization, or otherwise compromised, you are advised to change your password. You must contact Customer Support without undue delay on becoming aware of any loss, theft, misappropriation, or unauthorized use of your VeightPay™ Account, login details, password, or other security features. Any undue delay in notifying us may not only affect the security of your VeightPay™ Account but may result in you being liable for any losses as a result where your failure to notify us is intentional or grossly negligent. If you suspect that your VeightPay™ Account was accessed by someone else, you should also contact the police and report the incident.

7.3. We may suspend your VeightPay™ Account or otherwise restrict its functionality on reasonable grounds relating to the security of the VeightPay™ Account or any of its security features or if we reasonably suspect that unauthorized or fraudulent use of your VeightPay™ Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

7.4. If we think your VeightPay™ Account is at risk of fraud or a security threat, we will use the fastest and most secure way of contacting you using the details you have provided to tell you what you need to do to help deal with that risk.

7.5. You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address or mobile number may be used to reset passwords or to communicate with you about the security of your VeightPay™ Account. In case any of the e-mail addresses or mobile numbers registered with your VeightPay™ Accounts are compromised, you should without undue delay after becoming aware of this contact Customer Service and also contact your e-mail service provider and mobile network service, provider.

7.6. Irrespective of whether you are using a public, a shared, or your computer to access your VeightPay™ Account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using.

7.7. Additional products or services you use may have additional security requirements and you must familiarize yourself with those as notified to you.

8. Closing Your VeightPay™ Account

8.1. You may close your VeightPay™ Account at any time by contacting Customer Support. This action shall indicate the termination of the relationship between you and VeightPay™.

8.2.  If your VeightPay™ Account holds a balance at the time of its closure, we will ask you to sell or spend your VeightCoin™ within a reasonable period, during which your VeightPay™ Account will be accessible to sell and spend the remaining balance only. After the expiry of this period, you will not be able to access your VeightPay™ Account but you may sell any remaining VeightCoin™ by contacting Customer Service and requesting that the funds are sent to you in a manner that is reasonably acceptable for us. If you want to access your transaction history after the closure of your VeightPay™ Account, you will need to contact Customer Service and request the information, You may do so for six years from the date of closure of your VeightPay™ Account but we suggest that you sell your remaining funds as soon as possible as they will not earn any interest while in your VeightPay™ Account. Your obligations with regards to keeping your VeightPay™ Account safe as outlined in section 6 shall continue to apply.

8.3. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud , or other illegal activity checks before authorizing any purchase or sale of your VeightCoin™, including returning any VeightCoin™ to you after you have closed your VeightPay™ Account.

9. Buying VeightCoin™

9.1. Users can buy VeightCoin™ by clicking on the ‘Buy’ button on any Agent listing on the MarketPlace™.

9.2. Users can only buy VeightCoins™ from Agents.

9.3. User can only see VeightCoins™ listed for sale by Agents on the VeightPay™ MarketPlace™.

9.4. Anytime a User buy VeightCoins™ from an Agent, the Agents will receive a 2% 'sell' commission from User. This fee is to be paid to the Agent by the User buying VeightCoins™.

9.5. VeightCoin™ purchased will be credited to your VeightPay™ Account immediately seller confirms receipt of payment. You are expected to notify the seller after you have made payment. However, if VeightCoin™ purchased has not been credited into your account after 6 hours, you are required to report a dispute to our system. This case may take up to 7 business days to close.

9.6. Purchase methods are payment services provided by third-party financial institutions (for example, third-party direct banking service providers) and are not part of our service. We do not guarantee the use of any particular payment method made available by the buyer. We shall not be responsible for any payment made to our accredited VeightPay™ Agent as we are only providing a platform for seamless financial payments and money transfers.

9.7. VeightCoin™ purchases may be subject to purchase limits due to security and legal requirements. These limits are set dynamically depending on your verification status and the purchase method you want to use. You should be aware that depending on your verification status, your VeightCoin™ purchase limits may be higher than your selling or spending limits. You can view these limits at any time in the relevant section of your VeightPay™ Account profile.

9.8 Agent’s VeightCoin™ purchases from our system are free excluding currency conversion fees (if applicable).

9.9. You must not make a VeightCoin™ purchase using cash. Without prejudice to claiming further damages, if we are required to take any action on your VeightPay™ Account as a result of you making VeightCoin™ purchases using cash, we may suspend your account and charge you an administration fee.

10. Making VeightCoin™ Payments

10.1. To make a payment using the VeightPay™ payment gateway on Merchant Websites you are required to authorize the payment with a 2-step verification system requesting One Time Pin to the mobile number associated with your VeightPay™ Account.

10.2. If you want to make payment on a VeightPay™ Merchant’s Website through our payment gateway, you must take great care to properly type the exact amount of VeightCoin™ you wish to pay. We use this detail as the unique identifier to determine the intended amount of VeightCoin™ payment which you instruct us to process. We shall not be liable for any error you make when entering the amount of VeightCoin™ payment.

10.3. You may allow a Merchant that you wish to pay using VeightCoin™ regularly (e.g. for a product or service) to debit your VeightPay™ Account for each recurring payment. In this case, you authorize us to debit your VeightPay™ Account. Also, for each subsequent payment. To cancel recurring payments for the future, you should (a) contact us and (b) notify the merchant from which you have purchased the goods or services that you have canceled the recurring payment. You should not cancel or otherwise reverse such recurring transactions without following the cancellation steps mentioned in this section 8.4. Subject to section 8.5, we will not be liable for any recurring payment(s) that are made before you have notified us of the cancellation and if your VeightPay™ balance becomes negative as a result of such payment(s), you will be liable to repay such amount by purchasing VeightCoin™ in your account.

10.4. We will refund any past recurring payment(s) initiated by or through the Standard Account, provided that the original authorization given to us did not specify the exact amount of VeightCoin™ payment. You must request such a refund within Four (4) weeks from the date the VeightCoin™ were debited from your VeightPay™ Account. Within ten (10) Business Days of receiving a request for a refund or, where applicable, of receiving any further information we requested from you, we will either refund the full amount of VeightCoin™ or provide you with justification for refusing to refund VeightCoin™ indicating that you have a right to refer the matter to your Ombudsman if you do not accept the justification provided.

10.5. If the Merchant’s VeightPay™ Account is still existing on our system, the VeightCoin™ will be instantly credited to the VeightPay™ Merchant Account. Once VeightCoin™ is credited to the VeightPay™ Merchant Account, the transaction becomes irreversible.

10.6. If the Merchant’s VeightPay™ Account is not existing on our system, the transaction will not be processed.

10.7. Payments may be subject to transaction limits due to security and legal requirements. These limits will be set dynamically depending on your verification status. You can view these limits at any time in your VeightPay™ Account profile once they become available. You should ensure that your limits are sufficient to cover the payment you intend to make as well as any applicable fees including currency conversion fees. You should be aware that the recipient of a payment may also be subject to purchase and spending limits and that this may affect the recipient’s access to the VeightCoin™ you intend to send.

10.8.  If we are late in executing a payment that you instruct us to make you may ask us to credit it as if it had been received on the correct day.

10.9 Making VeightCoin™ payments to Merchants is free excluding currency conversion fees (if applicable).

11. Third Party Providers

11.1. A Third Party Provider is a service provider that is permitted by law to make payments from your account on your behalf and to provide account information services to you, provided they are acting under your instructions and the relevant regulatory requirements. You can check whether the provider is authorized in the information they give to you about the services they will provide.

11.2. We will treat any instruction from a Third Party Provider as if it were from you and the terms of this Agreement will still apply. If you consent to a Third Party Provider having access to information concerning your account, we will assume that you consent to access being granted as frequently as the Third Party Provider requests it.

11.3. If you give your security details to someone who is not a Third Party Provider, we will have to assume it is you that is authorizing us to give access to your account, we will treat payments instructed by that third party as authorized by you and will not be responsible for any losses you suffer as a result of misuse or disclosure of information about your account by that third party.

11.4. We may refuse to allow a Third Party Provider to access your VeightPay™ Account if we are concerned about unauthorized or fraudulent access by that Third Party Provider. Before we do this we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you immediately afterward. In either case, we will tell you using any of the contact details we hold for you. We won’t tell you our reasons where doing so will undermine our reasonable security measures or otherwise be unlawful.
If you want to cancel the consent you have given to a Third Party Provider to access your ac count you should contact them directly.

11.5. If you think a payment may have been made incorrectly or is unauthorized, you must tell us as soon as possible even where you use a Third Party Provider. If you ask a Third Party Provider to request a payment and they do not do this, we will not be responsible for your payment not being made. Once a Third Party Provider has initiated payment, you cannot normally cancel it.

12. Receiving VeightCoin™

12.1.  If you receive VeightCoin™ into your VeightPay™ Account, we will send you a notification email and display the payment as a “Receive VeightCoin™” transaction in your transactions history, together with the date of receipt (the credit value date), the fees charged and, where applicable, any exchange rate used. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend the information displayed in your online transaction history. You should regularly reconcile incoming payments with your records.

12.2. You should be aware that receipt of VeightCoin™ to your VeightPay™ Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment if the payer or the payer’s bank or payment service provider has charged back or otherwise reversed (or is reasonably likely to Chargeback or otherwise reverse) a purchase transaction or other payment which was used to fund the purchase of VeightCoin™ sent to your VeightPay™ Account has not been received by Agent within 6 hours.

13. Prohibited transactions

13.1. It is strictly forbidden to send or receive VeightCoin™ payments as consideration for the sale or supply of: prescription drugs, drugs and drug paraphernalia, weapons (including without limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers, material which incites violence, hatred, racism or which is considered obscene, government IDs and licenses including replicas and novelty items and any counterfeit products, Ponzi schemes, malicious software, unregistered charity services, items which encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a particular merchant and are not limited to purchases of particular products or services, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling or Ponzi schemes, matrix programs or other “get rich quick” schemes or high yield investment programs, goods or services that infringe the intellectual property rights of a third party, timeshares or property reservation payments (On and Off Plan). We reserve the right, in our sol e discretion, to add categories of prohibited transactions by adding such categories either to these Terms of Use or an acceptable use policy published on the Website.

13.2. It is your responsibility to ensure that you do not use our services for transactions that may be considered illegal in your jurisdiction.

13.3. You may not use our services if you are residing in certain countries. We reserve the right to suspend or terminate your VeightPay™ Account at any time if we reasonably believe to be required to do so by law or comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

13.4. It is strictly forbidden to use your VeightPay™ Account for any illegal purposes including but not limited to fraud and money laundering. We will investigate and report any suspicious activity to the relevant law enforcement agency. We reserve the right to charge you in our sole discretion an administration fee for every investigation we undertake into any such suspicious activity, including where we get notified thereof by any third party whom we partner with. You are prohibited from using your VeightPay™ Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by a MERCHANT or a Third Party Provider on the services it provides.

13.5. You may only accept payments for certain categories of business after approval from us at our sole discretion. Such business categories include but are not limited to: money exchange or remittance businesses, including but not limited to bureau de change, currency exchanges and purchase of travel money; the collection of any form of donations or payments to charitable or not-for-profit organizations; dealing in natural resources such as jewels, precious metals or stones; live streaming; gaming services; the sale or supply of alcoholic beverages; the sale of supply of dietary supplements and alternative health products; any other business category published in an acceptable use policy on the Website from time to time. In case you are in doubt whether your business falls under any of the above categories, you must contact Customer Service. We reserve the right in our sole discretion, to add business categories requiring approval by adding such categories either to these Terms of Use or an acceptable use policy published on the Website.

13.6. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section 11 or without the necessary approval under section 11.5, we reserve the right to reverse the transaction; and/or close or suspend your VeightPay™ Account, and/or report the transaction to the relevant law enforcement agency; and/or claim damages from you; and charge you an administration fee or we may apply any of the above.

13.7.  It is your and not our responsibility to ensure that you only send payments to or receive payments from persons or entities for the sale or supply of goods and services that you may provide or receive in compliance with any applicable laws and regulations. The mere fact that a person or entity accepts payments through us is not an indication of the legality of the supply or provision of their goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment.

14. Selling VeightCoin™

14.1. Only Standard Accounts and Agent Accounts can list VeightCoins™ for sale on the VeightPay™ MarketPlace™. Only Standard Accounts and Merchant Accounts can see VeightCoins™ listed for sale by Agents on the VeightPay™ MarketPlace™. When selling VeightCoins™ to Agents, the Agent Account will receive a 2% 'buy' commission which the Standard or Merchant Account is obliged to pay.

14.2. Only Agent Accounts can sell VeightCoins™ to both Standard Accounts and Merchant Accounts. This can be done from within the Agent Account dashboard. Agents can receive a 2% 'sell' commission of the total amount of VeightCoins™ they sell. This fee is to be paid by the Account buying the VeightCoins™ from the Agent Account. From within the Agent Account dashboard, there will be a "Sell VeightCoins™ " button, Clicking on this button will open the VeightPay™ MarketPlace™sale order form, through which an agent can post his VeightCoins™ holdings for sale on the VeightPay™ MarketPlace™. Agents can also exchange VeightCoins™ directly back to the VeightPay™ system for US Dollars at a charge of 2% fixed commission which is paid by the agent (This can come as a last resort for the Agents if they want to liquidate some of their VeightCoins™ holdings). This can be achieved by clicking on the "Sell Coins to VeightPay" button which can be found on the Agent Account dashboard. Clicking on this button will open the form which the Agent will complete and post VeightCoin™ for sale. Agent Accounts can only see VeightCoins™ posted for sale by Standard Accounts on the VeightPay™ MarketPlace™.

14.3. To exchange VeightCoins™ holdings to the VeightPay™ system for US Dollars, the Merchant shall click on the "Sell Coins to VeightPay™" button which can be found on the Merchant Account dashboard. This action will open the form through which the Merchant can submit a sell order. Merchants cannot list VeightCoins™ for sale on the VeightPay™ MarketPlace™. Merchants can only see VeightCoins™ listed for sale by Agents on the VeightPay™ MarketPlace™.

14.4.For a sale transaction, we are a Peer to Peer Exchange and not a buyer.

14.5. You can receive payments from VeightCoin™ Agent to a bank account or other payment method you provide even if you are not the named holder, but the location where the bank account is domiciled must be stated (for example; Town, State, and Country).

14.6. You must ensure that the payment details you enter when completing a sell order form for VeightCoin™ are correct and complete. We will not be liable for sold VeightCoin™ payment being sent to the wrong account where this is due to you providing incorrect payment details.

15. Fees and Commissions

15.1.  Commissions are charged when a VeightPay™ Account is selling or buying VeightCoin™. Fees are fixed administrative charges incurred whenever there is a breach of these Terms and Conditions, reversal or chargeback occurs.

15.2. Transaction-related commissions apply. Additional fees may also apply. Fees are subject to change following section 17. Under certain circumstances, we may charge additional fees as set out in sections 8.3, 8.9, and 11.6.

15.3. Your transactions may be subject to currency conversions. VeightCoin™ is equivalent to the value of the US Dollar at all times.

15.4.For every currency conversion, we will apply the average daily interbank market exchange rate.

15.5. Commissions are expressed as a percentage of a transaction while fees are expressed as fixed amounts in VeightCoin™, this is for information purposes only. If fees and commissions are deducted from a balance of VeightCoin™ or a transaction denominated in a different currency, the VeightCoin™ fee and commission amount will be converted into an equivalent fee and commission in that other currency based on the interbank market exchange rates and then deducted. We will not apply a foreign exchange fee on currency conversions of fees and commissions.

15.6. Fees and Commissions payable by you may be deducted from your VeightPay™ Account balance and you hereby authorize us to do the same. Transaction commissions will be charged when a transaction is executed. If your VeightPay™ Account balance is insufficient to cover the commissions, we may refuse to execute the transaction. Reversal or chargeback fees will be deducted when incurred.

15.7.If the deduction of fees and commissions results in a negative VeightPay™ Account balance, you will be required to repay such negative balance by purchasing sufficient VeightCoin™ in your VeightPay™ Account. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately without notice. However, we reserve the right at any time to send you reminde rs that you need to purchase VeightCoin™.

16. Your Data

16.1. You explicitly consent to us accessing, processing, and retaining any information you provide to us, to provide payment services to you. This does not affect our respective rights and obligations under data protection legislation. You may withdraw this consent by closing your VeightPay™ Account. If you withdraw consent in this way, we will cease using your data for this purpose but may continue to process your data for other purposes where we have other lawful grounds to do so, such as where we are legally required to keep records of transactions.

16.2.The processing of your data is governed by our Privacy Policy which can be found on our Website.

17. Liability

17.1. In the case of an unauthorized VeightCoin™ transaction from your VeightPay™ Account, seller’s failure to confirm receipt of payment for sold VeightCoin™ or a VeightCoin™ transaction that was incorrectly executed due to an error by us, we shall, as soon as practicable, refund the payment amount including all fees deducted there from. This shall not apply:

17.1.1. where the unauthorized transaction arises from your failure to keep the personalized security features of your VeightPay™ Account safe following section 6 of these Terms of Use, in which case you shall remain liable for losses incurred, unless section 15.1.3 applies;

17.1.2.  if you fail to notify us without undue delay of any loss of your password or other security features or other events that could reasonably be expected to have compromised the security of your VeightPay™ Account after you have gained knowledge of such event in which case you shall remain liable for losses incurred until you notify us

17.1.3. if the transaction was unauthorized but you have acted fraudulently or compromised the security of your VeightPay™ Account with intent or gross negligence, in which case you shall be solely liable for all losses; or

17.1.4. if you fail to dispute and bring the unauthorized or incorrectly executed transaction to our attention within 10 business days from the date of the transaction.

17.1.5. if you fail to dispute and bring the unexecuted transfer of VeightCoin™ by seller to our attention within 6 hours of making purchase payment of VeightCoin™.

17.2.  Unless you have acted fraudulently, section 15.1.1 shall not apply to transactions made after you have notified us following section 6.2, where we have failed to provide you with appropriate means for notification or we are required to use strong customer authentication but fail to do so, in which case we shall remain liable and refund any unauthorized transaction to you as soon as practicable.

17.3. Without prejudice to the foregoing, you are asked to check the transactions history of your VeightPay™ Account regularly and frequently and to contact Customer Service immediately in case you have any questions or concerns.

17.4. In the case of any incorrect or misdirected transaction, we shall take reasonable measures to assist you with tracing and recovering such payments.

17.5. Subject to the foregoing, we shall not be liable for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected.

17.6. We shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business, and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.

17.7.Nothing in these Terms and Conditions shall operate to exclude liability for death or personal injury due to negligence or fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.

17.8. Our obligation under these Terms and Conditions is limited to providing you with a Virtual Currency Account and related exchange services and we do not make any statement about or endorsement of the quality, safety, or legality of any goods or services provided by a VeightPay™ Merchant or intermediary.

17.9. We shall not be liable for the assessment, or payment of any taxes, duties or other charges that arise from your use of the VeightPay™ Account or services provided in these Terms and Conditions.

17.10. Reimbursement. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines, or penalties) that we incur or suffer due to or arising out of your or your agents' breach of these Terms and Conditions, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between you and us.

18. Termination and suspension

18.1. We may terminate your VeightPay™ Account or any payment service associated with it by giving you two months’ prior notice. You may terminate your VeightPay™ Account with us at any time.

18.2. Together with a termination notice or at any time thereafter we may give you reasonable instructions on how to withdraw remaining VeightCoin™.

18.3. If your VeightPay™ Account is subject to a reserve, termination of your VeightPay™ Account will not affect our right to hold the reserve and to make deductions therefrom for the time agreed.

18.4. We may at any time suspend or terminate your VeightPay™ Account without notice if:

18.4.1.you breach any condition of these Terms and Conditions or any other condition applicable to specific services covered by separate Terms and Conditions;

18.4.2. you violate or we have reason to believe that you violate any law or regulation that applies to your use of our services;

18.4.3. we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing, or other criminal activity; or

18.4.4. we have reason to believe that another VeightPay™ Account provided by us or one of our group companies are held by you and has been used for any fraudulent activity, money laundering, terrorism financing, or other criminal activity.

18.5. We may suspend your VeightPay™ Account at any time if:

18.5.1.  we reasonably believe that your VeightPay™ Account has been compromised or for other security reasons; or

18.5.2. we reasonably suspect your VeightPay™ Account to have been used or is being used without your authorization or fraudulently; and we shall notify you either before the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you.

19. Changes to these Terms of Use

19.1. These Terms of Use and any additional terms and conditions that may apply are subject to change. Changes will be implemented with prior notice from us under the procedure outlined in this section.

19.2. We shall give notice to you of any proposed change by sending an email to the primary email address registered with your VeightPay™ Account.

19.3. The proposed change shall come into effect anytime as we deem fit. Changes that make these Terms and Conditions more favorable to you shall come into effect immediately if so stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.

19.4. If you object to the changes, they will not apply to you. However, any such objection shall constitute a notice by you to terminate and close your VeightPay™ Account. Your VeightPay™ Account will be closed following the provisions of section 7 above.

20. How we communicate

20.1. We usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your VeightPay™ Account profile. You are required to check for incoming messages regularly and frequently. Emails may contain links to further communication on our website. Any communication or notice sent by email will be deemed received by you on the same day if it is received in your email inbox before 4.00 pm on a Business Day. If it is received in your email inbox after 4:00 pm on a Business Day or at any other time, it will be deemed received on the next Business Day.

20.2. Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Website in a way that enables you to retain the information in print format or another format that can be retained by you permanently for future reference. We recommend you keep copies of all communications we send or make available to you.

20.3. You can request a copy of the current Terms and Conditions or any other contractual document relevant to you by contacting Customer Service.

20.4. To view emails you need a computer with email software that can display emails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF), for which you need Adobe’s Acrobat Reader, which can be downloaded for free at the Adobe website.

20.5. We will never send you any emails with executable files attached or with links to any executable files. If you receive an email with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Service.

20.6. We will communicate with you in English and will always accept communications made to us in English. For non-standard communication, we reserve the right to communicate with you in English. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language.

20.7. Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may communicate with you through SMS. Any communication or notice sent by SMS will be deemed received the same day.

20.8. You may contact us at any time by sending a message to Customer Support through https://www.veightpay.com/contact-us page.

21. Complaints

21.1. Any complaints about us or the services we provide should be addressed to us in the first instance by contacting Customer Service. You should indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. We send you a complaint acknowledgment by post or by email within 48 hours of receiving your complaint following our complaints procedure.

21.2. We endeavor to provide you with an answer or resolution to your complaint within seven (7) business days or as stipulated by the Financial Ombudsman Service. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.

22. Miscellaneous

22.1. No person other than you shall have any rights under these Terms and Conditions and the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

22.2. Your VeightPay™ Account is personal to you and you may not assign any rights under the Terms of Use to any third party.

22.3. Your VeightPay™ Account is operated in Nigeria and these Terms of Use shall be governed by and interpreted following the laws of Nigeria. Any dispute under these Terms of Use or otherwise in connection with your VeightPay™ Account shall be brought exclusively in the courts of Nigeria except where prohibited by Nigerian law.

22.4. If any part of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable then such part shall be severed from the remainder of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

23. What is VeightPay Refund Policy?

VeightPay refund policy is a document that outlines the rules for getting refunds for transactions done through VeightPay. VeightPay refund policy also details the eligibility requirements for refunds, types of refunds given, the refund timeframe, and the return process.

24. How to Request a Refund:

24.1. There are three instances in which refunds may be requested;

24.1.1. A situation where a product or service is purchased from a merchant and paid for through VeightPay:

A buyer can request for refund for a product/service purchased from a merchant by clicking the dispute button on the transaction record for that transaction from his VeightPay account not more than 3 days after receiving product/Item, whether digital goods or physical

Once this button is clicked, the user is taken to the dispute resolution form where they can provide details of the dispute and request for refund which will be processed by VeightPay support.

Merchants must enter a dispute on the 4th day after product/item has been delivered to buyer and buyer has not confirmed receipt which will then be processed by VeightPay support.

24.1.2. A situation where Veightcoin is traded on the Veightpay marketplace:

Once a buyer makes payment for purchase of VeightCoins from the veightpay marketplace, this payment cannot be refunded as this is considered a "complete transaction". If the buyer has not received the full value of veightcoins they have paid for within a maximum of 6 hours after making payment, the buyer should enter a dispute following the provided channels, and this will be processed by the VeightPay support.

24.1.3. In the instance where the Veightpay system seizes to exist and users have a Veightcoin balance:

In such a situation, even though this is highly unlikely, Virtual Content And Investments Unified shall buy back every existing and verifiable VeightCoin account balance, at the selling market rate for VeightCoins, minus the 3% commission for repurchase.

25. How does this apply to me?

25.1. In furtherance with our AML procedures, we collect information from you to satisfy our Know Your Customer (“KYC”) requirements. This requires that we may request information from you due to a specific identification requirement or as a result of our watch list screening process. We may also request that you seek pre-approval for utilizing the VeightPay service if your account falls within a high risk compliance category.

26. When is this information requested?

26.1 This information may be requested during account registration or as part of our account review process which we conduct periodically

1. Definitions and Interpretation

1.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:

Agreement means these VeightPay™ Agent Terms and Conditions, any cover pages hereto, any schedules hereto, and the Terms of Use;

Business Day means any day other than a Saturday or a Sunday or a public or bank holiday; Payment Scheme shall mean any bank payment scheme (such as direct banking systems, direct debit systems, or bank transfer systems);

Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement, as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data, shall be deemed confidential;

VeightPay™ Digital Currency Wallet means VeightCoin™ Wallet through which a VeightPay™ account holder can send VeightCoin™ to a recipient which is facilitated through the use of the VeightPay™ website, payments gateway on Merchant E-commerce Website, or otherwise;

Gateway Service means any VeightPay™ service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a VeightPay™ account holder;

Manual means any of the technical manuals applicable to the VeightPay™ Services, as amended from time to time and published on the VeightPay™ Website, or, in case of a merchant integration through a third-party service provider, any third-party integration instructions or manuals;

Micro-Enterprise shall mean an enterprise which, at the time of the entering into this Agreement, is a registered enterprise.

Merchant means a business owner that has entered into Agreement for VeightPay™ Services;

Agent means VeightPay™ authorized VeightCoin™ dealer

Standard Account means a user’s registered VeightPay™ Account(s) held with VeightPay™ following the Terms of Use;

Agent Account means an Agent’s registered VeightPay™ Account(s) held with VeightPay™ following the Terms of Use

Merchant Account means a Merchant’s registered VeightPay™ Account(s) held with VeightPay™ following the Terms of Use;

Agent Services means services offered by an Agent to its customers on the MarketPlace and these includes, buying and selling of veightcoin to a customer under a Transaction;

VeightPay™ is a product of VCIU®.

VeightPay™ Services means any services provided by VeightPay™ under this Agreement, including the Digital Currency Wallet Payment Service, MarketPlace Service, and any other service as agreed between the parties from time to time;

VeightPay™ Website means the website operated by VeightPay™ (as amended from time to time) for the provision of its services, currently accessible at http://www.veightpay.com, excluding any external websites to which the website points by way of hyperlink or otherwise; Person means an individual, a corporate body, an association, a partnership, a trust, or any other entity or organization;

Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by parliament, government, or any competent court or authority or any payment system (including but not limited to bank payment systems, card payment systems such as Visa, MasterCard, American Express, etc or any other payment, clearing or settlement system or similar arrangement that is being used for providing the services hereunder);

Reserve means an amount which is determined by VeightPay™ (in its sole discretion) following clause 6, to secure any claims by VeightPay™ against the Agent;

Security means any form of security requested by VeightPay™ (in its sole discretion) from the Agent including (i) a valid ID (ii) a bank guarantee or other such security;

Terms of Use means VeightPay™ Agent terms and conditions available here, as amended from time to time.

Transaction means any transaction on Veightpay™.

1.2. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3. Unless the contrary intention appears words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include body’s corporate,unincorporated associations, partnerships, or an authority.

1.4. Any phrase introduced by the term "included", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.

1.5. If there is any conflict between the clauses of these VeightPay™ Agent Terms and Conditions, the conflict shall be resolved by the following order of precedence:

1.5.1. the cover pages to the Agreement;

1.5.2. the Schedules to the Agreement;

1.5.3. these VeightPay™ Agent Terms and Conditions;

1.5.4. the Terms of Use; and

1.5.5. any other document referred to in this Agreement or any other document attached to this Agreement.

2. Scope

2.1. This Agreement contains the terms for the provision of the VeightPay™ Services as described in clause 4 and such other services as agreed between the parties in writing from time to time.

2.2. The Terms of Use shall form a binding part of this Agreement.

3. Term

3.1. This Agreement will continue in full force and effect unless and until either party terminates this Agreement by giving notice to the other party following the Terms of Use or clause 16.

4. Description of Services

4.1. VeightPay™ creates business opportunities for everyone. A Veightpay™ Agent Account allows users to function as Agents, facilitating the exchange of VeightCoins™ on the VeightPay™ System. A VeightPay™ Agent Account allows Agents purchase VeightCoin™ directly from the system at no charge.

4.2. Agent Accounts are the only Accounts that can buy VeightCoins™ directly from the VeightPay™ system. The Agent Account is the only type of account where the ‘Buy VeightCoin™ from VeightPay™’ button can be seen. Clicking on this button will open the purchase order form where the Agent can buy VeightCoins™ directly from the VeightPay™ system.

4.3. Only Agents can buy VeightCoins™ from Standard Account Users by clicking on the ‘Buy’ button on any Standard Account User listing on the MarketPlace™ earning a 2% commission from each purchase. Agents can also sell VeightCoin™ to Merchants and Standard Account Users earning a 2% commission from each sale.

4.4. Agents can only see VeightCoins™ listed for sale by Standard Account Users on the VeightPay™ MarketPlace™.

4.5. VeightPay™ reserves the right to suspend or limit the VeightPay™ Services pending full payment of any outstanding claims, charges, penalties, costs, or charges by the Agent.

4.6. VeightPay™ reserves the right to suspend, at any time and at its sole discretion, the Agent Account (or certain functionalities thereof such as buying, selling, receiving, sending and/or spending VeightCoin™), inter alia, for audit:

4.7. In addition, VeightPay™ reserves the right (at its sole discretion) to suspend the Agent Account (or certain functionalities thereof such as purchasing, receiving, sending, and/or withdrawing VeightCoin™) at any time where it is required to do so under relevant and applicable laws and regulations. VeightPay™ will make reasonable efforts to inform the Agent of any such suspension unless VeightPay™ is prohibited from doing so by law or under an order from a competent court or authority.

4.8. Where VeightPay™ suspends the Agent Account and/or the VeightPay™ Services, VeightPay™ shall reinstate the same and where necessary, provide new security details, such as a password, as soon as practicable after the reasons for the suspension cease to exist.

4.9. Notwithstanding clause 4.3, where the Agent act as a payer, VeightPay™ reserves the right to suspend at any time the Agent Account login, password, and other security details (“Security Features”) if Transactions are made which VeightPay™ has reasonable grounds to believe relate to (i) the security of the Security Features or (ii) the suspected unauthorized or fraudulent use of the Security Features. VeightPay™ will inform the Agent of any such suspension in advance, or, if this is not possible, immediately afterward and give its reasons for the suspension unless to do so would compromise reasonable security measures or is otherwise unlawful. VeightPay™ will reinstate the Security Features and where necessary provide new Security Features as soon as practicable after the reasons for the suspension cease to exist.

4.10. The Agent acknowledges and agrees that VeightPay™ operates solely as a payment intermediary and peer to peer exchange that VeightPay™: (a) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Merchant Product/Service; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any Merchant Product/Service.

4.11. The Agent acknowledge and agree that if there is any dispute regarding confirmation of receipt of payment for VeightCoin™ sold. Agent Account will be suspended until dispute is resolved by VeightPay™. The Agent shall fully indemnify VeightPay™ against any loss or liability (including full reimbursement of any legal and professional costs) VeightPay™ suffers or incurs as a result of, or in connection with, any claim made or threatened by a VeightPay™

4.12. An Agent Account must purchase a minimum of 1000 VeightCoins from the VeightPay System before it can be activated to trade on the VeightPay MarketPlace.

5. Obligations

5.1. VeightPay™ Agent is aware that the receipt of VeightCoin™ into the Agent’s VeightPay™ Account does not amount to the receipt of cleared funds. The Agent remains liable to VeightPay™ for the full amount of the payment made and any fees deducted therefrom if the payment is later reversed for any reason (the “Reversal Amount”). In the event of a payment reversal, VeightPay™ will first debit the Agent’s VeightPay™ Account with the Reversal VeightCoin™ equivalent and any applicable third-party chargeback or reversal fee. If VeightPay™ is unable to fully recover the VeightCoin™ from the Agent VeightPay™ Account, or the applicable third-party chargeback and reversal fee, the Agent is required to repay the Reversal Amount and/or any negative balance of the Agent’s VeightPay™ Account by purchasing sufficient VeightCoins™ in the Agent’s VeightPay™ Account. Failure to do so is a breach of this Agreement. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. VeightPay™ reserves the right, at any time, to send reminders or take debt collection measures including but not limited to mandating a debt collecting agency or solicitors to pursue the claim in court. VeightPay™ reserves the right to charge the Agent the expenses reasonably incurred in connection with any debt collection or enforcement efforts

5.2. If an Agent choose to purchase VeightCoin™ using a Payment Method that may be subject to a right to claim funds back (a "Chargeback") such as (but not limited to) direct debit, you declare that you will not exercise such Chargeback other than for unauthorized use of the Payment Method or for a breach by VeightPay™ of these Terms of Use which would result in you having a right to a refund of the purchase amount. Otherwise, an Agent may not Chargeback any purchase transaction or allow Chargeback of any purchase transaction for reasons for which VeightPay™ is not responsible. We reserve the right to charge you fees and expenses we incur in connection with such Chargeback and any action undertaken to challenge the same. We may also charge you a Chargeback fee.

5.3. If a chargeback or reversal of a VeightCoin™ purchase transaction from an Agent occurs, VeightPay™ has the right to reverse the VeightCoin™ credited to Agent’s VeightPay™ Account for this transaction.

5.4. VeightPay™ shall make available to the Agent the VeightPay™ Services as specified in this Agreement and as further described on the VeightPay™ Website.

5.5. The Agent shall open and maintain an Agent Account by registering as a VeightPay™ Agent on the VeightPay™ Website. As part of the registration process, the Agent shall accept the Terms of Use.

5.6. The Agent shall co-operate with VeightPay™ to investigate any suspected illegal, fraudulent, or improper activity.

5.7. The Agent hereby authorizes and consents to VeightPay™ obtaining credit and financial information relating to the Agent from any third parties and to undertake credit and financial reviews on the Agent at its sole discretion.

5.8. The Agent shall only charge other Users a 2% commission for every purchase or sale of VeightCoin™.

5. Reserve and Security

6.1. VeightPay™ may establish a Security concerning the Agent to provide a source of funds to pay VeightPay™ for any actual and reasonably anticipated claims, losses, cost, penalties, and expenses.

6.2. where VeightPay™ receives a disproportionate number of customer complaints, chargebacks or other payment reversals, fines, penalties, or other liability related to the Agent Account; or

6.3. where VeightPay™ reasonably believes that the Agent will not be able to perform its obligations under this Agreement.

6.4. The Agent agrees to provide VeightPay™, upon reasonable request and at the Agent’s expense, with information about its financial and operational status, including but not limited to the most recent financial statements and management accounts. The Merchant shall also undertake, at its own expense, any further action (including executing any necessary documents and registering any form of document) necessary to establish such Security as is reasonably required by VeightPay™.

6.5. Notwithstanding any of the foregoing, where an agent incurs a negative balance on its Merchant Account or becomes otherwise liable for the repayment of VeightCoin™, the Merchant shall be obliged to make good such negative balance or make a corresponding payment to VeightPay™ within seven (7) days of VeightPay™ request or demand for such payment. In respect of overdue payments, VeightPay™ has the right to charge interest in the amount of 3% above the base lending rate of VeightPay™ Bankers per year (accruing daily).

7. Warranties

Each party warrants and represents to the other party that:

7.1. it has and will maintain all required rights, powers and authorizations to enter into this Agreement and to fulfill its obligations hereunder;

7.2. it will perform its obligations hereunder with reasonable skill and care; and

7.3. it has in place and will maintain adequate facilities (including staff training, internal controls, and technical equipment) to comply with its data protection, in the case of VeightPay™ with Nigeria, the US and EU Data Protection Acts, and confidentiality obligations hereunder.

7. Additional Agent Warranties

The Agent warrants and represents that:

8.1. it will confirm receipt of payment from buyers (other users) without undue delay;

8.2. it is not buying or selling VeightCoin™ in connection with any illegal, fraudulent, deceptive, or manipulative act or practice and that the Agent is not sending or receiving funds to or from an illegal source.

9. Fees

9.1. Currently, there are no fees payable by the Agent for the VeightPay™ Services.

9.2. Unless otherwise indicated, fees are quoted in VeightCoin™.

9.3.Fees are quoted exclusive of Value Added Tax. In case Value Added Tax or any other sales tax is or becomes chargeable, VeightPay™ will add such tax to the amount payable but shall, where required, provide information on the net amount, the amount of tax and the tax rate applied.

9.4. Any fee payable by the Agent shall be deducted from the Agent VeightPay™ Account balance. If the Agent’s Account balance is insufficient, or becomes negative, VeightPay™ reserves the right to invoice the Agent for any shortfall.

9.5. The fees are subject to change under clause.

9.6. Where VeightPay™ is unable to deduct any fees or VeightCoin™ payable by the Agent from the balance of the Agent Account. VeightPay™ shall issue an invoice for the amount owed. Invoices are payable within fifteen (15) days of the date of the invoice. In case of overdue payments, VeightPay™ reserves the right to (i) charge interest in the amount of 3% above the base lending rate of VeightPay™ Bankers per year (accruing daily); and/or (ii) terminate this Agreement with immediate effect by giving written notice to the Agent.

10. Change of Terms and Conditions

This Agreement is subject to change from time to time. Unless otherwise agreed, changes may be made by notice from VeightPay™ to the Merchant under the following procedure:

10.1. VeightPay™ shall give the Merchant notice of any proposed change to this Agreement (a “Change Notice”).

10.2. A Change Notice may be sent by email to the email registered with the Agent’s Account.

10.3. The proposed change shall come into effect automatically

10.4. VeightPay™ may stipulate in a Change Notice a different period for the coming into effect of any change, provided that this may not be less than two (2) months for Micro-Enterprises and Small Charities.

10.5. If no Objection Notice is received by VeightPay™ within the stipulated time frame, the Agent is deemed to have accepted the change.

10.6. The Agent has the right to terminate this Agreement with immediate effect at any time and without charge after receiving a Change Notice and before any change stipulated in the Change Notice becomes effective.

10.7. Unless the parties agree otherwise and subject to clause 10.6, an Agent’s Objection Notice shall be deemed to constitute a notice to terminate this Agreement with the termination effective immediately before the date on which the proposed change would otherwise come into effect under clause 10.3.

11. Taxes

It is the Agent’s responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. VeightPay™ is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction.

12. Intellectual Property

12.1. For the duration and strictly for this Agreement, the parties grant each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name, or other intellectual property owned by, or licensed to the other party, to the extent that VeightPay™ is entitled to grant a sublicense.

12.2. Any use, adaptation, or amendment of intellectual property (except for non-material adaptation or amendments necessitated by the use for a particular purpose as contemplated by the parties) shall be subject to prior written approval by the party licensing the intellectual property in question. No party shall use the other party’s intellectual property or mention the other party in any public communication without the first party’s prior written approval.

12.3. Except as expressly stated, nothing in this Agreement shall grant or be deemed to grant to any party any right, title or interest in any logos, trademarks, trade names or other intellectual property licensed to that party by the other party.

12.4. In using the other party’s intellectual property (or intellectual property licensed to that other party by a third party), each party shall follow the other party’s reasonable instructions having regard to the purpose of such use under this Agreement and the jurisdiction in which the other party’s intellectual property is used.

12.5. Each party warrants and represents that it owns or has the right to use and sub-license any intellectual property which it uses or licenses for use to the other party.

12.6. Without prejudice to its right to give instructions under clause 12.4, VeightPay™ reserves the right at any time and in its sole discretion to require the Merchant to stop displaying, distributing, or otherwise making use of the intellectual property licensed to the Merchant by VeightPay™.

12.7. Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party and its employees and directors (“Indemnified Party”) for and against any claims, losses, liabilities, costs expenses, or damages (including reasonable legal fees) incurred because of any claim, demand, lawsuit or action by a third party (other than an employee or director of the Indemnified Party) resulting from any actual or alleged infringement of any third party intellectual property right in connection with material provided by the Indemnifying Party.

12.8. The indemnity under clause 12.7 shall only be available if the Indemnified Party:

13. Liability

13.1. Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss whether foreseeable or otherwise.

13.2. Subject to clauses 13.3, 13.4, and 13.5 and any other clause explicitly excluding the effect of this clause, the aggregate liability of VeightPay™ in contract, tort, negligence or otherwise arising out of or in connection with this Agreement in any period of 12 months from the commencement date or any anniversary thereof (each a “Contract Year”) shall be limited to the lower of (i) 1,000 (one thousand) VeightCoin™ or (ii) the total amount of commissions received by VeightPay™ from the Merchant in the previous Contract Year (or, in the first Contract Year, the fees received to date).

13.3. Nothing in this Agreement shall operate to exclude or restrict a party’s liability 13.3. Nothing in this Agreement shall operate to exclude or restrict a party’s liability

13.4. Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in this clause 13.

13.5. In case of a breach by the Merchant of any of the clauses 5.3 to 5.9 (inclusive), clause 7, clause 8, or clause 12 (concerning intellectual property licensed to the Merchant under a sub-license granted by any Card or Payment Scheme) :

13.6. VeightPay™ shall not be liable for any of the following:

14. Confidentiality

14.1. During the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party.

14.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding.

14.3. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other party; (ii) is known to either party without restriction, before receipt from the other party under this Agreement, from its independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.

15. Data Protection

15.1. Each party, when acting as the data processor, shall process personal data following Regulatory Requirements, in the case of VeightPay™ with the US Data Protection Act.

15.2. Where one party acts as the data processor (“Data Processor”) of personal data processed by the other party as the data controller (“Data Controller”), the Data Processor shall at all times follow the Data Controller’s reasonable instructions with regards to the personal data processed.

15.3. In case the Merchant integrates any fast registration gateway functionality as further described in the relevant manuals to facilitate payments by new VeightPay™ customers, the Merchant shall procure all necessary consents from such customers to process and share with VeightPay™ any data required to facilitate the use of such fast registration functionality.

16. Termination

16.1. Without prejudice to termination rights under the Terms of Use, VeightPay™ may terminate this Agreement immediately:

16.2. The Merchant may terminate this Agreement at any time without reason by giving notice to VeightPay™.

16.3. VeightPay™ may terminate this Agreement at any time without reason

Any termination under the Terms of Use shall be deemed a termination of this Agreement.

17. Assignment, Third Party Rights

17.1. The Merchant may not assign any of its rights under this Agreement to a third party without the prior written consent of VeightPay™.

17.2. The Merchant may not outsource the performance of any of its obligations under this Agreement without the prior written consent of VeightPay™, such consent not to be unreasonably withheld.

17.3. No person who is not a party to this Agreement shall have rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

17.4. In case the Merchant

18. Relationship of the parties

The Merchant, Agent, and VeightPay™ are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, or agency relationship between them. Neither party has the authority to enter into agreements of any kind on behalf of the other.

19. Non-solicitation of employees

TThe Merchant undertakes that it will not for the term of this Agreement and a period of six months thereafter on its behalf or behalf of any person directly or indirectly canvass, solicit or endeavor to entice away from VeightPay™ or an associated company any person who has at any time during the term of this Agreement been employed or engaged by VeightPay™ or an associated company.

20. Notices

20.1. Any notice to be given under this Agreement must be given in writing and delivered either by hand, first-class prepaid post, or other recognized delivery service or by facsimile. Notwithstanding the foregoing, VeightPay™ may give notice to the Merchant by sending an email to any of the email addresses registered with the Merchant Account.

20.2. The parties agree to conduct all communication about this Agreement in English. Where VeightPay™ sends or accepts communication in another language, this shall be for convenience only and shall not change English as the agreed language of communication for future communications.

21. Choice of law and forum

This Agreement and any legal relationship between the parties arising out of or in connection with it shall be governed by and construed by the laws of Nigeria regardless of the venue or jurisdiction in which a dispute is being determined. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Nigerian Courts.

22. Waiver

Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future.

23. Severability

If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

24. Entire Agreement

This Agreement including all Schedules and other documents referred to herein and the Terms of Use and all documents referred to therein represents the entire agreement of the parties concerning its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises, and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made before the date of this Agreement unless it was made fraudulently.

25. Variation

Subject to clause 18 of the Terms of Use and clause 10 above, no variation or amendment to this Agreement shall be effective unless recorded in writing and signed by the duly authorized representatives of both parties.