Merchant Terms and Conditions

1. Definitions and Interpretation

In this Agreement, the following terms shall have the meanings set out below unless the context otherwise requires:

Agreement

These Merchant Terms and Conditions together with the Merchant Application Form and any Schedule or Addendum.

API User

A Merchant who integrates with the PaySwitch platform via API to accept payments programmatically.

Terminal User

A Merchant who accepts payments via POS terminals connected to the PaySwitch platform through the BPC switch or TTM IDs.

Float Wallet

The internal ledger account maintained by PaySwitch on behalf of the Merchant representing funds available for settlement.

Master Float Pool

PaySwitch's pre-funded pool used as the single execution source for all settlement disbursements.

Settlement

The disbursement of collected transaction funds to the Merchant's designated settlement destination(s), net of applicable fees.

BOG

Bank of Ghana, the central regulatory authority for payment services in Ghana.

GhIPSS

Ghana Interbank Payment and Settlement Systems.

MNO

Mobile Network Operator (MTN, Telecel, AirtelTigo).

Tier 0

The provisional operating tier applicable to a Merchant whose full KYC/KYB documentation has not yet been approved.

Chargeback

A reversal of a transaction initiated by a cardholder's issuing bank or payment scheme.

Effective Date

The date on which a Merchant Account is activated following successful verification.

Sub-Merchant

A third-party merchant whose transactions are processed under a Merchant's account by arrangement with PaySwitch.

Words importing the singular include the plural and vice versa. Headings are for convenience only and shall not affect interpretation.

2. Agreement and Acceptance

2.1 This Agreement is entered into upon the Merchant's submission of a completed Merchant Application Form and is effective from the date PaySwitch activates the Merchant Account.

2.2 By accessing the Merchant Portal, initiating an API integration, or processing any transaction, the Merchant represents that it has read, understood, and agrees to be bound by this Agreement and all applicable laws, regulations, and guidelines issued by the BOG from time to time.

2.3 Where the Merchant is a corporate entity, the individual executing this Agreement on its behalf warrants that they have full authority to do so and to legally bind the entity.

2.4 PaySwitch reserves the right to decline any Merchant Application without obligation to provide reasons.

3. Merchant Onboarding and Eligibility

3.1 To be eligible for a Merchant Account, the applicant must be a legally registered business or individual operating lawfully within the Republic of Ghana, or such other jurisdiction as PaySwitch may approve.

3.2 The Merchant must provide all information and documentation required by PaySwitch for KYC/KYB purposes, including but not limited to: proof of business registration, tax identification, beneficial ownership declaration, and bank/MNO account details.

3.3 Upon submission of a complete application, the Merchant Account shall be placed in PENDING_VERIFICATION status. The Merchant shall not process live transactions until the account has transitioned to ACTIVE or ACTIVE_TIER0 status.

3.4 PaySwitch conducts identity verification in partnership with the National Identification Authority (NIA) of Ghana and may engage third-party screening services including Smile Identity for AML/sanctions checks.

3.5 The Merchant lifecycle comprises the following states: PENDING_VERIFICATION, PENDING_DOCUMENTS, DOCUMENTS_SUBMITTED, UNDER_REVIEW, ACTIVE_TIER0, ACTIVE, SUSPENDED, PENDING_REINSTATEMENT, DEACTIVATED, and applicable compliance sub-statuses (MONITORING, PENDING_CLEARANCE, CLEARED).

4. Merchant Account Types

4.1 API User. An API User integrates the PaySwitch payment gateway directly into their platform or application via the PaySwitch API. API Users are responsible for maintaining the security of their API credentials and idempotency keys.

4.2 Terminal User. A Terminal User accepts payments through PaySwitch-connected POS terminals identified by TTM IDs or BPC switch references. Terminal Users are responsible for the physical security and proper use of all terminals.

4.3 A Merchant may operate under both account types subject to PaySwitch approval.

4.4 PaySwitch may introduce additional account types and shall notify Merchants of any new categories and applicable terms.

5. KYC / KYB and Compliance Obligations

5.1 The Merchant shall submit all required KYC/KYB documentation within the timeframes specified by PaySwitch. Failure to do so may result in account restriction, suspension, or deactivation.

5.2 Required documentation varies by merchant category and entity type. Sole proprietors, partnerships, limited companies, and regulated entities each have category-specific documentation requirements as communicated during onboarding.

5.3 PaySwitch reserves the right to request additional documentation or Enhanced Due Diligence (EDD) at any time. The Merchant shall cooperate fully with all such requests within the specified response window.

5.4 The Merchant warrants that all information submitted to PaySwitch is true, accurate, complete, and not misleading. Material misrepresentation constitutes grounds for immediate deactivation and may be reported to regulatory authorities.

5.5 The Merchant shall promptly notify PaySwitch of any material change to its business structure, beneficial ownership, regulatory status, or any information previously submitted.

5.6 PaySwitch may conduct periodic re-verification of Merchant information at any time and will notify the Merchant of re-screening triggers where feasible.

6. Settlement Services

6.1 Settlement Types. PaySwitch offers the following settlement service tiers, subject to eligibility and Merchant configuration:

6.2 Settlement timelines are targets based on normal operating conditions. PaySwitch shall not be liable for delays caused by MNO outages, GhIPSS downtime, bank processing windows, public holidays, or force majeure events.

6.3 Dual-Date Transparency. Every payout record shall carry both a Confirmed Date (the date PaySwitch confirmed the settlement instruction) and a Settled Date (the date funds were delivered to the Merchant's destination). Both dates are visible in the Merchant Portal.

6.4 Settlement is executed from PaySwitch's Master Float Pool. MNO wallet collections are replenishment channels and are not the direct settlement source. PaySwitch pre-finances Merchant settlements in respect of Telecel and AirtelTigo collections pending MNO fund receipt.

6.5 Transactions in an unresolved or ambiguous state are placed in a Suspense Queue pending investigation. PaySwitch targets resolution within one (1) business day. The Merchant will be notified of the outcome.

7. Settlement Channels and Destination Limits

7.1 Merchants may designate up to two (2) registered MNO mobile money wallets and up to two (2) bank accounts as settlement destinations. This limit is per Merchant account and cannot be exceeded without PaySwitch approval.

7.2 Channel matrix:

7.3 The Merchant is responsible for ensuring that registered settlement destinations are active, accurate, and capable of receiving funds. PaySwitch shall not be liable for failed disbursements caused by incorrect or inactive destination details.

7.4 Changes to settlement destinations require re-verification and will take effect within one (1) business day of approval.

8. Fees, Charges and Rate Changes

8.1 PaySwitch shall deduct applicable service fees from transaction proceeds prior to settlement. Platform default rates are:

• Mobile Money transactions: 1.5% of transaction value
• Card transactions: 2.5% of transaction value

8.2 Merchant-specific rates agreed with a Relationship Manager take precedence over platform defaults. Such agreements are documented in the Merchant's fee profile and take effect from 12:00 midnight on the date specified in the agreement.

8.3 PaySwitch may modify platform default fee rates by providing thirty (30) days' written notice to affected Merchants. Merchant-specific agreed rates may only be amended by mutual written agreement between the Merchant's Relationship Manager and the Merchant.

8.4 Fee waivers are exceptional and require Finance back office authorisation. A waiver creates a corresponding ledger credit entry and does not alter the original fee posting. Waivers do not set precedents for future transactions.

8.5 All fees are stated exclusive of applicable taxes. The Merchant is responsible for all taxes arising from payments received through the platform.

9. Tier 0 Transaction Limits

9.1 Merchants who have not completed full KYC/KYB documentation approval operate under Tier 0 restrictions, which impose the following platform default limits:

Ceiling Notifications: The Merchant will receive automated notifications when cumulative transaction volume reaches 80% and 95% of the applicable ceiling. Notifications are sent via the Merchant Portal and by email.

9.2 Upon reaching the monthly cumulative ceiling, the Merchant account enters TIER0_CEILING_HIT status and all further transaction attempts are blocked until document submission is completed and approved, or the monthly ceiling resets.

9.3 Upon expiry of the Tier 0 grace period without approved documentation, the account enters a settlement-withholding state. PaySwitch will hold settlement funds pending document clearance. Withheld funds shall be released upon approval of the required documentation.

9.4 Completion of all required documentation and approval by PaySwitch Compliance transitions the Merchant to ACTIVE status with full transaction privileges.

9.5 PaySwitch may, at its discretion and with Senior Finance authorisation, grant Tier 0 grace period extensions or adjust limits for specific Merchants. All such adjustments are audited and logged.

10. Float Wallet and Balance Management

10.1 PaySwitch maintains a Float Wallet (internal ledger account) for each Merchant representing collected funds net of fees, available for settlement. The Float Wallet is not a bank account and does not accrue interest.

10.2 The Merchant may view its Float Wallet balance in real time via the Merchant Portal. Balance figures reflect confirmed transactions only and are denominated in Ghana Cedis (GHS).

10.3 PaySwitch Finance may make internal debit or credit adjustments to a Merchant's Float Wallet for legitimate operational purposes, including overpayment recovery, fee corrections, or regulatory holds. All adjustments require a mandatory narration and are fully audited. High-value adjustments require dual authorisation from Senior Finance and/or Compliance.

10.4 The Merchant acknowledges that PaySwitch's ledger is the authoritative record of balances and transaction history. All entries are immutable once posted.

10.5 In the event of account suspension or deactivation, Float Wallet balances shall be subject to any regulatory hold requirements or offset against outstanding liabilities before release to the Merchant.

11. Sub-Merchant Arrangements

11.1 A Merchant may refer or onboard Sub-Merchants to the PaySwitch platform subject to the Sub-Merchant category applicable to the Merchant's registration (referral/link-based, aggregator, or PSP).

11.2 Payment Service Providers (PSPs) and Aggregators must obtain prior written approval from PaySwitch before onboarding Sub-Merchants and must conduct adequate due diligence on each Sub-Merchant.

11.3 Referral/link-based Sub-Merchant arrangements do not require prior notification to PaySwitch; however, the referring Merchant bears full liability for:

• Any fraudulent, prohibited, or non-compliant activities conducted by the Sub-Merchant;
• Chargebacks, disputes, and losses attributable to Sub-Merchant transactions;
• Failure of the Sub-Merchant to comply with applicable KYC/KYB obligations.

11.4 The referring Merchant's liability under Section 11.3 shall apply regardless of whether the Merchant had actual knowledge of the Sub-Merchant's misconduct, provided that PaySwitch demonstrates failure of reasonable due diligence.

11.5 PaySwitch may at any time require a Merchant to cease processing transactions on behalf of a specific Sub-Merchant and the Merchant shall comply immediately.

12. Chargebacks, Disputes and Reversals

12.1 The Merchant is liable for all chargebacks, disputes, and reversals arising from transactions processed through its account. PaySwitch shall notify the Merchant promptly upon receiving a chargeback or dispute notification.

12.2 The Merchant shall respond to chargeback or dispute notifications within the timeframe specified by PaySwitch (typically five (5) business days). Failure to respond within the stipulated period shall be deemed acceptance of the chargeback.

12.3 PaySwitch shall debit the disputed amount from the Merchant's Float Wallet pending resolution of the dispute. Where the Float Wallet is insufficient, PaySwitch may withhold future settlements to recover the amount.

12.4 Chargeback Ratio Threshold. A chargeback ratio exceeding 0.5% of total monthly transaction volume shall trigger a compliance review. Persistent breach of this threshold may result in account suspension or imposition of a reserve fund requirement.

12.5 The Merchant shall maintain adequate records — including delivery notes, transaction logs, customer consent records, and invoices — sufficient to contest chargebacks and disputes. PaySwitch shall cooperate with the Merchant in presenting evidence to issuing banks or payment schemes.

12.6 Fraud Halt Obligation. Where a participating bank reports a transaction as fraudulent prior to delivery of goods or services, the Merchant must immediately halt delivery. Failure to comply shall result in the Merchant bearing full liability for resulting losses.

13. AML / CFT Compliance

13.1 The Merchant shall comply with all applicable anti-money laundering and counter-financing of terrorism obligations under the Anti-Money Laundering Act, 2020 (Act 1044) and any regulations or guidelines issued thereunder.

13.2 The Merchant shall not knowingly accept payments from, or process transactions on behalf of, any person or entity appearing on international or domestic sanctions lists, including those maintained by OFAC, the UN Security Council, FATF, or the Ghana Financial Intelligence Centre (FIC).

13.3 PaySwitch conducts AML/sanctions screening via Smile Identity at the time of onboarding and may conduct periodic re-screenings. Where a screen returns a FLAGGED result, the Merchant's account will be placed under compliance review and the Merchant notified.

13.4 The Merchant shall promptly report to PaySwitch any transaction it suspects may constitute money laundering, terrorist financing, fraud, or any other financial crime, and shall cooperate fully with any resulting investigation.

13.5 PaySwitch is obligated to report suspicious transaction patterns to the FIC and relevant authorities. The Merchant acknowledges that PaySwitch may not always be in a position to notify the Merchant prior to making such reports.

14. Data Protection and Privacy

14.1 Both parties shall comply with the Data Protection Act, 2012 (Act 843) and all applicable data protection regulations in respect of personal data processed in connection with this Agreement.

14.2 The Merchant shall obtain all necessary consents from its customers for the collection, processing, and sharing of personal data with PaySwitch for transaction processing and regulatory compliance purposes.

14.3 The Merchant shall not use customer data received through the PaySwitch platform for any purpose other than the fulfilment of transactions and legitimate business communications with those customers.

14.4 In the event of a data breach affecting personal data processed through the platform, each party shall notify the other within forty-eight (48) hours of becoming aware of the breach and shall cooperate in remediation and regulatory notification obligations.

14.5 PaySwitch's data retention and processing practices are governed by its Data Privacy and Protection Policy, a copy of which is available on request.

15. Merchant Obligations and Prohibited Activities

Engagement in prohibited activities will result in immediate account deactivation, forfeiture of pending settlement proceeds pending investigation, and referral to law enforcement and regulatory authorities as required by law.

15.1 General Obligations. The Merchant shall at all times:

• Operate its business in compliance with all applicable laws, regulations, and PaySwitch policies;
• Maintain accurate and up-to-date business registration, tax, and regulatory documentation;
• Keep API credentials, terminal access codes, and Merchant Portal passwords strictly confidential;
• Immediately notify PaySwitch of any suspected unauthorised access to its account;
• Cooperate with PaySwitch audits, compliance reviews, and regulatory enquiries;
• Maintain adequate records of all transactions for a minimum of seven (7) years.

15.2 Prohibited Activities. The Merchant shall not use the PaySwitch platform to process payments in connection with any of the following:

• Illegal goods or services, including but not limited to narcotics, counterfeit products, or unlicensed weapons;
• Gambling or lottery operations without a valid gaming licence;
• Adult content, escort services, or sexually explicit material;
• Pyramid schemes, Ponzi schemes, or any fraudulent investment solicitation;
• Money service businesses operating without a valid BOG licence;
• Any activity sanctioned, prohibited, or restricted by the Bank of Ghana, FIC, or applicable law;
• Processing of transactions on behalf of deactivated or suspended merchants;
• Any activity that, in PaySwitch's reasonable judgement, poses unacceptable reputational, financial, or regulatory risk.

16. Suspension and Account Restriction

16.1 PaySwitch may suspend a Merchant Account, with or without prior notice depending on urgency, in any of the following circumstances:

• Suspected or confirmed fraudulent activity or financial crime;
• Receipt of a regulatory directive from the BOG, FIC, or any competent authority;
• Chargeback ratio exceeding the 0.5% threshold and failure to remediate within the stipulated period;
• Failure to submit required KYC/KYB documentation within the Tier 0 grace period;
• Breach of any material obligation under this Agreement;
• Reasonable suspicion of AML/CFT non-compliance.

16.2 During suspension, transaction processing is disabled. Existing Float Wallet balances may be held pending investigation. PaySwitch shall use reasonable endeavours to notify the Merchant of the grounds for suspension where legally permissible.

16.3 Reinstatement. A suspended Merchant may apply for reinstatement by submitting a written request with supporting evidence. PaySwitch shall review reinstatement applications within ten (10) business days. Reinstatement is at PaySwitch's sole discretion and may be subject to conditions including reserve fund requirements or enhanced monitoring.

16.4 PaySwitch shall not be liable for losses or opportunity costs incurred by the Merchant during a valid suspension period.

17. Deactivation and Termination

17.1 PaySwitch may permanently deactivate a Merchant Account for:

• Confirmed engagement in any prohibited activity under Section 15.2;
• Failure to remediate material compliance breaches within the stipulated cure period;
• Regulatory direction from the BOG or any competent authority;
• Fraud, misrepresentation, or criminal conviction of the Merchant or its principals;
• Insolvency, dissolution, or cessation of business operations.

17.2 Deactivation is a terminal state. All API credentials are immediately revoked and no automated process can reinstate a deactivated account. Any reinstatement, if ever considered, requires a platform-level intervention with full BOG disclosure.

17.3 Upon deactivation, PaySwitch shall prepare a compliance closure record documenting all relevant details. Float Wallet balances at deactivation are recorded and subject to any regulatory hold or liability offset before release.

17.4 Voluntary Termination. A Merchant may request voluntary termination of its account by submitting written notice to PaySwitch with a minimum of thirty (30) days advance notice. All outstanding settlements shall be processed and liabilities cleared prior to account closure.

17.5 Provisions of this Agreement that by their nature survive termination (including Sections 12, 13, 14, 18, and 21) shall remain in force following deactivation or termination.

18. Liability and Indemnification

18.1 Limitation of Liability. To the fullest extent permitted by applicable law, PaySwitch's total aggregate liability to the Merchant under or in connection with this Agreement shall not exceed the total fees paid by the Merchant to PaySwitch in the three (3) calendar months immediately preceding the event giving rise to the claim.

18.2 PaySwitch shall not be liable for any indirect, consequential, incidental, special, or punitive damages including but not limited to loss of revenue, loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.

18.3 PaySwitch shall not be liable for losses arising from:

• MNO system outages, GhIPSS unavailability, or third-party payment rail failures;
• Force majeure events including acts of God, natural disasters, civil unrest, or government action;
• Merchant's failure to maintain secure API credentials or terminal access;
• Inaccurate or outdated settlement destination details provided by the Merchant;
• Regulatory actions directed at the Merchant.

18.4 Indemnification. The Merchant shall indemnify, defend, and hold harmless PaySwitch, its officers, employees, and agents from and against any claims, losses, damages, penalties, fines, and legal costs arising from: (a) breach of this Agreement by the Merchant; (b) fraudulent or unlawful use of the PaySwitch platform by the Merchant or its Sub-Merchants; (c) third-party claims arising from the Merchant's business operations; or (d) Merchant's violation of applicable law or regulation.

19. Intellectual Property

19.1 All intellectual property rights in the PaySwitch platform, APIs, branding, software, documentation, and analytics tools are and shall remain the exclusive property of PaySwitch Company Limited.

19.2 PaySwitch grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to access and use the PaySwitch platform solely for the purpose of processing transactions in accordance with this Agreement.

19.3 The Merchant shall not reverse-engineer, decompile, copy, modify, or create derivative works of any PaySwitch software or system component.

19.4 The Merchant retains ownership of its own transaction data. PaySwitch may use aggregated, anonymised transaction data for analytics, product improvement, and regulatory reporting purposes.

20. Amendments and Notifications

20.1 PaySwitch may amend these Terms and Conditions at any time by providing the Merchant with thirty (30) days' written notice via email or Merchant Portal notification, except where a shorter notice period is required by law or regulatory direction.

20.2 Continued use of the PaySwitch platform after the effective date of any amendment constitutes the Merchant's acceptance of the amended terms.

20.3 Notices from PaySwitch to the Merchant shall be delivered to the email address and contact details registered in the Merchant Account. It is the Merchant's responsibility to keep contact details current.

20.4 Notices from the Merchant to PaySwitch shall be addressed to: legal@payswitch.com.gh with a copy to the Merchant's assigned Relationship Manager, or such other address as PaySwitch may specify from time to time.

21. Dispute Resolution

21.1 Internal Resolution. Any dispute arising between the Merchant and PaySwitch shall first be referred to the Merchant's Relationship Manager for informal resolution. The parties shall use their best efforts to resolve the dispute within fifteen (15) business days of referral.

21.2 Escalation. If the dispute is not resolved informally, either party may escalate to PaySwitch's Head of Operations in writing. The Head of Operations shall issue a written determination within ten (10) business days of receipt of the escalation.

21.3 Mediation. Where escalation does not resolve the matter, the parties shall submit to mediation administered by a mutually agreed mediator or, failing agreement, a mediator appointed under the Alternative Dispute Resolution Act, 2010 (Act 798).

21.4 Arbitration. If mediation fails, the dispute shall be finally resolved by binding arbitration in Accra, Ghana, in accordance with the rules of the Ghana Arbitration Centre. The arbitration shall be conducted in English. The arbitral award shall be final and binding on both parties.

21.5 Nothing in this section prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

22. Governing Law and General Provisions

22.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana. The parties submit to the non-exclusive jurisdiction of the courts of Ghana.

22.2 Entire Agreement. This Agreement, together with the Merchant Application Form and any executed Schedules or Addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements.

22.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

22.4 Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other right under this Agreement.

22.5 Assignment. The Merchant may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of PaySwitch. PaySwitch may assign this Agreement in connection with a merger, acquisition, or transfer of all or substantially all of its assets.

22.6 Force Majeure. Neither party shall be liable for failure to perform its obligations to the extent that performance is prevented by circumstances beyond its reasonable control, including acts of God, war, pandemic, regulatory action, or infrastructure failure, provided that the affected party gives prompt written notice and uses reasonable endeavours to resume performance.

22.7 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between PaySwitch and the Merchant.

22.8 Regulatory Compliance. This Agreement is subject to all applicable directives, guidelines, and regulations issued by the Bank of Ghana. PaySwitch may take any action required to comply with BOG directives, including suspension or deactivation of Merchant Accounts, without liability to the Merchant.

Acceptance

By checking the agreement box during sign-up, the authorised representative of the Merchant confirms that they have read, understood, and agree to be legally bound by these Merchant Terms and Conditions in their entirety.

PaySwitch Company Limited — No. 2 Justice Azu-Crabbe Street, East Legon, Accra, Ghana. +233 (0) 556 783 437 · legal@payswitch.com.gh · PSW-MTC-001 v1.0.