1. GENERAL

1.1. About Jenzy

Jenzy operates through two legal entities (together the "Jenzy Group" or "Jenzy"):

Jenzy Systems Limited, incorporated in Nigeria with company registration number RC 9245144, registered at 6 Iboko Road, Akute-Ishashi, Ifo, Ogun State, Nigeria ("Jenzy Nigeria"); and

Jenzy Ltd, incorporated in England and Wales with company registration number 16183483, registered at 20 Wenlock Road, London, N1 7GU, United Kingdom ("Jenzy UK").

References to "Jenzy", "we", "us", or "our" in these Terms refer to one or both entities depending on which entity provides the services you access, as set out in Section 1.2 below.

1.2. Which Entity Are You Contracting With?

The Jenzy entity or entities you contract with depends on your location and the services you access:

If you are based in Nigeria or Africa and access services operated by Jenzy Nigeria, your agreement is with Jenzy Systems Limited.

If you are based in the United Kingdom or the EEA and access services operated by Jenzy UK, your agreement is with Jenzy Ltd.

If you access services provided by both entities - for example, where your payment flows involve both Nigerian and UK infrastructure - you contract with both Jenzy Systems Limited and Jenzy Ltd. In such cases, each entity is responsible for the services it provides, and each entity's obligations under these Terms apply independently in respect of those services.

Your onboarding documentation and fee schedule will confirm which Jenzy entity or entities you are contracting with. If you are unsure, please contact us at hello@jenzy.com before using our services.

1.3. Nature of Jenzy's Services

Jenzy is a technology and payment-orchestration service provider. Neither Jenzy Nigeria nor Jenzy UK is a bank, payment service provider, money transfer operator, or licensed financial institution operating in its own name. Specifically:

Jenzy Nigeria does not hold a licence from the Central Bank of Nigeria (CBN), the Securities and Exchange Commission of Nigeria (SEC), or any other Nigerian financial regulatory authority.

Jenzy UK is not authorised or regulated by the Financial Conduct Authority (FCA) or any other UK financial regulatory authority to provide regulated financial services directly.

Jenzy does not hold, custody, or transmit funds on its own account. All regulated financial activities - including settlement, foreign exchange conversion, Naira on-ramp and off-ramp, and other payment functions - are executed exclusively by Jenzy's licensed Regulated Partners. References to "Regulated Partners" throughout these Terms mean CBN-licensed, FCA-authorised, SEC-licensed, or equivalently regulated banks, payment service providers, and virtual asset service providers through whom Jenzy routes payment instructions.

1.4. Agreement Structure

These Terms of Service ("Terms"), together with our Privacy Policy and your applicable fee schedule, govern the services provided by the Jenzy Group and form a legal relationship between you (the "Client") and the relevant Jenzy entity or entities as determined under Section 1.2. By registering for an Account or using any of Jenzy's services, you agree to be bound by these Terms in full.

This agreement will remain in force for as long as your Account is open and we provide you with our services, and will not end until you or we bring it to an end in accordance with these Terms.

2. REPRESENTATIONS AND WARRANTIES

Before registering for an Account and for as long as you use the Jenzy Platform and our services, you represent and warrant to Jenzy that:

• You are not under any legal disability and are not subject to any law or regulation which prevents you from entering into these Terms or performing your obligations under them.

• If you are a company or other legal entity, your entity is validly incorporated and in good standing and you have full authority to enter into and accept these Terms on its behalf.

• Any information and statements you have provided or may provide to Jenzy are complete, accurate, up to date, and not misleading in any respect.

• You will not violate, or assist any party in violating, any applicable law or regulation.

• You will not provide false, inaccurate, incomplete, or misleading information to Jenzy or any of its Regulated Partners.

• You will not reverse engineer, disassemble, or attempt to extract source code, underlying ideas, or algorithms from any aspect of Jenzy's platform or services.

• You will maintain your own compliance programme as required by applicable law, including AML/CFT obligations, and will cooperate with Jenzy and its Regulated Partners in meeting regulatory requirements.

3. THE JENZY PLATFORM AND SERVICES

3.1. What Jenzy Provides

Jenzy provides a technology platform and payment-orchestration system (the "Jenzy Platform") comprising a web application, mobile application, and Application Programming Interface (API). The Jenzy Platform enables Clients to initiate, manage, and monitor cross-border and domestic payment transactions across African and emerging market corridors.

Jenzy's services include:

• Payment orchestration and multi-rail routing across African trade corridors

• Transaction initiation, tracking, and status monitoring via dashboard and API

• Beneficiary management and payment instruction management

• Webhook and event notification services for API integrations

• Compliance-assisted onboarding and transaction monitoring

• Reporting and reconciliation tools

Different services may be provided by Jenzy Nigeria, Jenzy UK, or both, depending on the corridors and payment rails involved. Your onboarding documentation will confirm which entity provides which services to you.

3.2. What Jenzy Does Not Provide

Jenzy is a technology provider. Neither Jenzy Nigeria nor Jenzy UK provides regulated financial services directly. Jenzy does not:

• Hold, custody, or transmit funds on its own account at any point in the payment lifecycle

• Provide FX conversion or settlement services directly

• Guarantee exchange rates or settlement timelines beyond those confirmed by Regulated Partners

• Provide financial, investment, tax, or legal advice

All regulated financial activities are carried out by Jenzy's Regulated Partners. By using the Jenzy Platform, you authorise Jenzy to route your payment instructions to the appropriate Regulated Partner for execution. You will also be subject to the terms and conditions of the relevant Regulated Partner.

3.3. Third-Party Regulated Partners

Jenzy works with a network of Regulated Partners to execute transactions. These partners are selected for their licensing, compliance standards, and operational capability. However, Jenzy cannot guarantee their performance, continuous availability, or solvency. You acknowledge that:

• Transaction execution and settlement is dependent on Regulated Partners and is outside Jenzy's direct control.

• Regulated Partners may delay, block, or reverse transactions for compliance, regulatory, or operational reasons.

• Jenzy will notify you as promptly as practicable when this occurs.

• Jenzy reserves the right to add, change, or remove Regulated Partners at any time without prior notice, provided that service quality is maintained.

You acknowledge this third-party dependency and accept it as a condition of using Jenzy's services.

4. ACCOUNT REGISTRATION AND ELIGIBILITY

4.1. Account Registration

To access Jenzy's services, you must register for an account ("Account"). You must provide accurate, complete, and up-to-date information as requested by Jenzy and its Regulated Partners during the onboarding process. You must notify us promptly of any changes to your information.

4.2. Eligibility Requirements

You may only register for and use an Account if you meet Jenzy's eligibility requirements. You must not use our services for illegal purposes or to commit fraud. You cannot open or hold an Account if you carry out any business or activity relating to:

• Arms and weapons manufacturing, trading, or distribution

• Human trafficking or exploitation

• Illicit drug production, trading, or distribution

• Child exploitation or production of child sexual abuse material (CSAM)

• Wildlife trafficking

• Unlicensed gambling or betting services

• Unlicensed financial services or payment processing

• Counterfeit goods production, trading, or distribution

• Shell companies or entities without a clear business purpose

• Sanctions or terrorism-related activities, or any activity involving persons or entities on OFAC, UN, EU, CBN, or other applicable sanctions lists

• Any business that requires a governmental licence where such licence is not held

• Any other activity that Jenzy, in its sole discretion, determines falls outside its risk appetite or that of its Regulated Partners

Jenzy reserves the right to decline to register an Account for any reason and to request additional documentation to verify your eligibility.

4.3. KYC and Verification

Your identity and the legitimacy of your business will be verified by Jenzy and/or its Regulated Partners as required by applicable law and regulatory obligations. This includes compliance with the Money Laundering (Prevention and Prohibition) Act 2022 and CBN AML/CFT regulations (for services provided by Jenzy Nigeria), and the UK Money Laundering Regulations 2017 and Proceeds of Crime Act 2002 (for services provided by Jenzy UK), as well as any other applicable framework. You must provide all information and documentation requested for this purpose promptly and accurately.

4.4. Account Security

You are responsible for keeping your Account login credentials, API keys, and access tokens secure at all times. You must not share these with any unauthorised party. You are responsible for all activities that occur under your Account credentials. You must notify Jenzy immediately at hello@jenzy.com if you suspect any unauthorised access to your Account. Jenzy will not be liable for losses resulting from unauthorised access where such access results from your failure to keep your credentials secure.

4.5. Authorised Users

You may authorise other individuals to access and use the Account on your behalf. All authorised users are bound by these Terms and their actions will be treated as your own. It is your responsibility to revoke access from any person who is no longer authorised. You will be solely responsible for any actions performed by authorised users under your Account.

5. PAYMENT SERVICES AND TRANSACTION PROCESSING

5.1. Initiating Transactions

You may initiate payment transactions through the Jenzy dashboard or via the Jenzy API. When you submit a payment instruction, you authorise Jenzy to route that instruction to the appropriate Regulated Partner for execution. Payment instructions are processed on a best-efforts basis subject to Regulated Partner availability, corridor conditions, and applicable compliance checks.

5.2. Transaction Accuracy

It is your sole responsibility to ensure that all payment instructions - including beneficiary name, account number, bank details, currency, and amount - are accurate and complete before submission. Jenzy and its Regulated Partners will not be responsible for losses arising from incorrect or incomplete payment instructions submitted by you. Once a payment instruction has been submitted and accepted, it may not be possible to cancel or amend it.

5.3. Settlement and Timing

Settlement timelines depend on the payment corridor, Regulated Partner processing times, and applicable regulatory requirements. Jenzy will display indicative settlement timeframes on the platform, but these are not guaranteed. Jenzy will not be responsible for delays caused by Regulated Partners, correspondent banks, recipient banks, or circumstances beyond Jenzy's reasonable control.

5.4. Foreign Exchange

Where a transaction involves a foreign exchange conversion, the applicable rate will be provided by the relevant Regulated Partner. Exchange rates are indicative until confirmed by the Regulated Partner at the point of execution. Jenzy does not guarantee any exchange rate or rate lock period beyond what is explicitly confirmed at transaction initiation.

5.5. Transaction Blocks and Reversals

Transactions may be delayed, blocked, or reversed by Regulated Partners, correspondent banks, or other financial intermediaries for compliance, sanctions, or regulatory reasons. Jenzy will notify you of such events as promptly as practicable but assumes no liability for losses arising from third-party-initiated payment blocks or reversals.

5.6. Refunds

Jenzy does not facilitate payment refunds on your behalf. If you need to return funds to a counterparty, you must initiate a separate payment transaction through the platform. Such a transaction will be treated as a new, standalone transaction and will be subject to applicable fees.

6. API SERVICES

6.1. API Access

Where you access Jenzy's services via the API, you are granted a non-exclusive, non-transferable, revocable licence to use the Jenzy API solely for the purpose of integrating Jenzy's payment-orchestration services into your own products and services in accordance with these Terms and Jenzy's API documentation.

6.2. API Obligations

If you access Jenzy's services via the API, you must:

• Keep API keys and credentials private and secure at all times and never expose them in client-side code or public repositories

• Implement Jenzy's HMAC webhook signature verification for all incoming webhooks

• Notify Jenzy immediately upon discovery of any compromise of API credentials

• Not resell, sublicense, or provide third-party access to the Jenzy API without Jenzy's prior written consent

• Comply with all applicable data protection laws in respect of end-user data processed via the API

• Follow Jenzy's API documentation and technical guidelines at all times

6.3. Rate Limits

Jenzy applies rate limits to API usage to maintain platform stability and fair usage. Your applicable rate limits will be communicated during onboarding or via API documentation. Jenzy will not be liable for service disruptions caused by your exceeding applicable rate limits.

6.4. Webhooks

Jenzy delivers transaction event notifications via webhook where configured, operating an at-least-once delivery policy with automatic retries. You are responsible for ensuring your webhook endpoints are publicly accessible, respond within required timeframes, and implement idempotent processing using Jenzy's event identifiers.

6.5. API Versioning

Jenzy will provide reasonable notice before deprecating or retiring API versions and will support deprecated versions for a minimum period as communicated in its API documentation. Jenzy is not responsible for disruptions caused by your failure to migrate away from deprecated or retired API versions.

7. FEES

7.1. Platform Fee

Jenzy charges a monthly platform fee for access to the Jenzy Platform and API as agreed in your fee schedule. The platform fee is payable monthly in advance regardless of transaction volume.

7.2. Transaction Fees

Jenzy charges transaction fees on payments processed through the platform, calculated as a percentage of transaction value or as a flat fee per transaction as set out in your fee schedule. Transaction fees are invoiced monthly in arrears.

7.3. Monthly Minimum Commitment

Where a monthly minimum commitment applies, and your transaction fees in a given month fall below that minimum, you will be charged the difference to bring your total transaction fee liability up to the minimum commitment. The monthly minimum is exclusive of the platform fee.

7.4. Fee Disclosure and Changes

All applicable fees are set out in your fee schedule. Jenzy will provide at least 30 days' written notice of any fee increases. Fee changes will not apply retroactively.

7.5. Late Payment

Invoices are payable within the number of days specified in your fee schedule. Late payments will accrue interest at the rate specified in your fee schedule from the due date until actual payment. Jenzy reserves the right to suspend platform access where invoices remain unpaid beyond payment terms.

7.6. Taxes

All fees stated by Jenzy are exclusive of applicable taxes unless expressly stated otherwise. It is your responsibility to determine and pay any taxes arising from your use of Jenzy's services in your jurisdiction. Jenzy does not provide tax advice.

8. COMPLIANCE AND ACCEPTABLE USE

8.1. Your Compliance Obligations

You must comply with all applicable laws and regulations in connection with your use of Jenzy's services, including AML/CFT laws, sanctions regimes, foreign exchange control regulations, and data protection laws applicable in your jurisdiction and in the jurisdictions of your payment corridors.

8.2. Prohibited Use

You must not use Jenzy's platform or services to facilitate money laundering, terrorist financing, fraud, or any other financial crime; process transactions involving sanctioned individuals, entities, or jurisdictions; circumvent Jenzy's compliance controls or those of its Regulated Partners; or enable any of the prohibited activities listed in Section 4.2.

8.3. Transaction Monitoring

Jenzy and its Regulated Partners monitor transactions for compliance with applicable law and Jenzy's policies. Jenzy reserves the right to block, delay, reverse, or report any transaction where Jenzy or its Regulated Partners have reasonable grounds to suspect a violation of applicable law. Such actions do not constitute a breach of these Terms by Jenzy.

8.4. Information Requests

Jenzy and its Regulated Partners may request additional information or documentation from you at any time in connection with compliance obligations. You must respond promptly and accurately. Failure to do so may result in suspension or termination of your Account.

9. SUSPENSION AND TERMINATION

9.1. Suspension or Termination by Jenzy

Jenzy has the right to suspend, restrict, or terminate your Account and access to the Jenzy Platform at any time, including without prior notice, in the following circumstances:

• Required to do so by applicable law, regulation, court order, or instruction from a regulatory authority in any relevant jurisdiction

• You have breached these Terms or any agreement with Jenzy

• Jenzy has reason to believe you are acting fraudulently or criminally

• Jenzy has concerns over the security of your Account or suspects unauthorised use

• Jenzy suspects money laundering, terrorist financing, sanctions evasion, fraud, or any other financial crime

• Jenzy has reasonable grounds to believe your continued access could expose Jenzy or its Regulated Partners to material regulatory, legal, or reputational risk

• You fail to provide requested compliance documentation within a reasonable timeframe

Jenzy will make commercially reasonable efforts to notify you of account suspension or termination where legally permissible. Jenzy will not be liable for losses resulting from suspension or termination.

9.2. Termination by You

You may terminate your Account at any time by providing written notice to hello@jenzy.com. Termination will take effect once all outstanding transactions have been settled and all outstanding fees have been paid.

9.3. Effect of Termination

Upon termination you must immediately cease using Jenzy's services and remove any API integration from your systems. All outstanding fees remain payable. Clauses that by their nature survive termination will continue in full force and effect.

10. . COMMUNICATIONS

Jenzy will communicate with you using the email address provided at registration. It is your responsibility to keep your contact information accurate and up to date. All communications will be conducted in English unless otherwise agreed. You consent to receiving service-related communications from Jenzy including transaction notifications, compliance requests, and policy updates, which are necessary for the provision of our services.

11. . INTELLECTUAL PROPERTY

All intellectual property rights in the Jenzy Platform, API, software, and documentation are owned by or licensed to the relevant Jenzy entity. Nothing in these Terms grants you any ownership of or rights in Jenzy's intellectual property beyond the limited licence to use the platform as set out in these Terms. You may not use Jenzy's name, logo, or branding without prior written consent. You grant Jenzy a non-exclusive, royalty-free licence to reference you as a customer in Jenzy's marketing materials, subject to your prior written consent.

12. . DATA PROTECTION

Jenzy processes your personal data in accordance with its Privacy Policy available at www.jenzy.co/privacy. Jenzy Nigeria processes data in compliance with the Nigeria Data Protection Act 2023 (NDPA). Jenzy UK processes data in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Both entities may act as independent data controllers in respect of the personal data they process. By using Jenzy's services, you acknowledge that Jenzy will process your personal data in accordance with the Privacy Policy.

Where you provide Jenzy with personal data relating to third parties - including your end users or counterparties - you represent and warrant that you have the legal authority to share such data with Jenzy and that doing so is compliant with applicable data protection law.

13. . LIMITATION OF LIABILITY

13.1. Jenzy provides its platform and services on an "as is" basis. You use these services at your own risk.

13.2. Jenzy will not be responsible to you for any of the following, whether direct or indirect:

• Loss of income, profit, or revenue

• Loss of goodwill or damage to reputation

• Loss of business contracts or opportunities

• Indirect, consequential, or special damages

• Losses caused by the failure, insolvency, or regulatory action of any Regulated Partner

• Losses caused by incorrect payment instructions submitted by you

• Losses caused by delays or failures attributable to Regulated Partners, correspondent banks, or recipient banks

13.3. Jenzy will not be liable for loss or damage caused by actions of authorised users, incorrect information provided by you, events outside Jenzy's reasonable control, actions or omissions of Regulated Partners, or compliance-related transaction blocks or suspensions.

13.4. Each Jenzy entity's liability is limited to the services it provides. Jenzy Nigeria is not liable for services provided solely by Jenzy UK and vice versa.

13.5. Nothing in these Terms excludes or limits either Jenzy entity's liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

13.6. To the maximum extent permitted by applicable law, each Jenzy entity's total aggregate liability to you in any twelve-month period shall not exceed the total fees paid by you to that entity during that period.

14. . INDEMNIFICATION

You agree to indemnify each Jenzy entity, its affiliates, Regulated Partners, officers, directors, employees, and agents from and against any costs, claims, fines, penalties, or damages arising out of or relating to any breach of your representations, warranties, or obligations under these Terms; your violation of any applicable law; your use of Jenzy's services in a manner not permitted by these Terms; or any claim brought by your end users or counterparties arising from your use of Jenzy's services.

15. . CHANGES TO THESE TERMS

Jenzy may update these Terms from time to time. We will publish updated Terms on our platform and notify you by email where changes are material. Continued use of Jenzy's services after updated Terms take effect constitutes your acceptance. If you do not agree with updated Terms, you must stop using our services and notify us to close your Account.

16. . ADDITIONAL LEGAL TERMS

16.1. Assignment. You may not assign any rights or obligations under these Terms without Jenzy's prior written consent. Jenzy may assign its rights and obligations to any third party and will notify you of any such assignment.

16.2. Entire Agreement. These Terms, together with your fee schedule and Privacy Policy, constitute the entire agreement between you and the relevant Jenzy entity or entities relating to your use of the platform.

16.3. Severability. If any provision of these Terms is found invalid or unenforceable, it will be severed and the remaining provisions will continue in full force.

16.4. Waiver. Jenzy's failure to enforce any right will not constitute a waiver of that right.

16.5. Force Majeure. Jenzy will not be liable for delay or failure to perform where such delay or failure results from events beyond its reasonable control, including Regulated Partner outages, acts of God, regulatory actions, or telecommunications failures.

16.6. Governing Law and Dispute Resolution.

For services provided by Jenzy Systems Limited: these Terms are governed by the laws of the Federal Republic of Nigeria. Disputes will be resolved by binding arbitration in Lagos under the rules of the Lagos Court of Arbitration.

For services provided by Jenzy Ltd: these Terms are governed by the laws of England and Wales. Disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

Where services are provided by both entities, the Parties will first attempt resolution by good-faith negotiation. If unresolved within 30 days, disputes relating to Nigerian services will be referred to Lagos arbitration and disputes relating to UK services will be referred to the courts of England and Wales.

17. . CONTACT, FEEDBACK AND COMPLAINTS

If you need to contact us, have a complaint, or wish to exercise any rights under these Terms, please contact:

Email: hello@jenzy.com

Jenzy Systems Limited
6 Iboko Road, Akute-Ishashi, Ifo, Ogun State, Nigeria | RC 9245144

Jenzy Ltd
20 Wenlock Road, London, N1 7GU, United Kingdom | Co. No. 16183483

We value hearing from our users and are always looking for ways to improve our services. By providing feedback you agree that Jenzy may use it without restriction and without payment to you. Personal data provided when contacting us will be handled in accordance with our Privacy Policy.

Jenzy Systems Limited | RC 9245144 | 6 Iboko Road, Akute-Ishashi, Ifo, Ogun State, Nigeria
Jenzy Ltd | Co. No. 16183483 | 20 Wenlock Road, London, N1 7GU, United Kingdom
hello@jenzy.com | www.jenzy.co