Terms of Use · Nexus

Purpose.

These Terms of Use (the “Terms”) define the terms and conditions under which Nexus makes its payment processing, collections, disbursements, card issuance and financial infrastructure services (the “Service”) available to its clients, along with the respective rights and obligations of the parties.

They complement, without replacing, the General Terms and Conditions of Sale signed between Nexus and the Client, specific commercial contracts, as well as policies published on nexus-africa.io.

Acceptance of the Terms.

Access to and use of the Service implies full, complete and unconditional acceptance of these Terms by the Client and by any person acting in its name or on its behalf.

This acceptance occurs at the latest upon creation of the business account, first use of the dashboard, or first authenticated API call. The Client warrants that the person accepting the Terms has the necessary authority to bind the legal entity they represent.

Definitions.

Nexus

Refers to the company publishing the Nexus platform, its subsidiaries and operational partners acting under its brand.

Service

Refers to all features made available through the Nexus platform: payment APIs, dashboard, cards, mobile money products, management and analytics tools.

Client

Refers to any legal entity that has subscribed to the Service under a commercial contract with Nexus.

User

Refers to any natural person acting in the name and on behalf of the Client, holding named access to the dashboard or API.

End user

Refers to the Client's customer, whose payments transit through the Nexus platform as part of the commercial relationship between the Client and the Service.

Transaction

Refers to any payment, collection, disbursement, refund or funds transfer operation performed through the platform.

Official data

Refers to any data consulted live through Nexus's official interfaces (dashboard, documented API, signed webhook), without intermediation or download.

Access to the Service.

Access to the Service is reserved for legal entities that have subscribed to a Nexus offer and have fulfilled the know-your-customer (“KYC”) obligations required by applicable regulations.

Nexus reserves the right to refuse, suspend or revoke access to the Service in the event of non-compliance with these Terms, suspicion of fraud, request from a competent authority, or ineligibility of the Client under applicable regulations.

User account.

Each User has a named account protected by strictly personal credentials. The Client undertakes to ensure that its Users comply with the following security rules:

Use of strong and unique passwords
Enable two-factor authentication on all accounts with sensitive privileges
Non-sharing of credentials and API keys between multiple people
Regular rotation of API keys and immediate reporting of any suspected compromise to security@nexus-africa.io
Immediate revocation of access for Users leaving the company

The Client is solely responsible for the custody and use of its credentials and access keys. Any action performed from a User account is deemed to have been performed by the Client, unless proven otherwise.

Client obligations.

The Client undertakes to:

Use the Service in accordance with its purpose and applicable regulations
Provide accurate, complete and up-to-date information at registration and throughout the contractual relationship
Comply with the compliance rules (AML-CFT, international sanctions, embargoes) defined in the AML-CFT policy
Not use the Service for fraudulent, illegal or immoral purposes
Not attempt to circumvent, alter or compromise the integrity of the platform
Not use unauthorized automated methods to extract data from the Service
Respect Nexus's intellectual property rights
Cooperate in good faith with any information request from Nexus in the context of its regulatory obligations

Nexus obligations.

Nexus undertakes to:

Provide the Service in accordance with the contractual SLAs subscribed to by the Client
Implement reasonable technical and organizational measures to ensure the security and availability of the Service
Process personal data in accordance with the data protection policy
Inform the Client of any major changes to the Service, Terms or pricing, with reasonable notice
Provide technical and commercial support under the conditions set out in the contract

Nexus is subject to a best-efforts obligation, not a results obligation, in the performance of the Service, except for the results obligations expressly mentioned in the contractual SLAs.

Data and security.

Data produced by use of the Service (transactions, statuses, timestamps, technical logs) is stored on Nexus's infrastructure under the conditions described in our personal data protection policy.

Nexus applies TLS 1.3 encryption for data in transit and AES-256 encryption for data at rest. Access to infrastructure is subject to strong authentication, logging and the principle of least privilege.

Technical logs are retained for a period compliant with applicable legal and regulatory obligations, particularly regarding anti-money laundering and counter-terrorist financing.

Service availability.

Nexus uses reasonable efforts to ensure Service availability 24 hours a day, 7 days a week. The contractual service level (SLA) is defined by the offer subscribed to by the Client.

Nexus reserves the option to interrupt the Service for planned maintenance. These interruptions are announced with reasonable notice through the dashboard, the status page at status.nexus-africa.io, or by email.

Some interruptions may occur due to force majeure, an incident affecting a third-party partner (mobile money operator, settlement bank, interbank network), or for security reasons. Service is restored as soon as possible.

Pricing and billing.

Pricing applicable to the Service is that published on the pricing page at the date of contract signing, or that negotiated as part of a specific offer (Enterprise).

Transaction commissions, operator fees and other associated fees are collected in accordance with the pricing schedule and contract. A summary invoice is issued according to the contractual periodicity.

Nexus reserves the right to update its pricing schedule, subject to 30 days' notice communicated to the Client. The Client may then terminate its contract without penalty if it does not accept the new terms.

Intellectual property.

The Service, its interfaces, brand, logo, content, documentation, APIs and all elements that make it up are the exclusive property of Nexus and are protected by intellectual property law.

The Client has, for the duration of the contract, a non-exclusive, non-transferable right of use, limited to its needs for operating the Service within the agreed framework. No other rights are granted.

The Client retains full ownership of its transactional data and the data of its end Users, subject to the right of use granted to Nexus for performance of the Service.

Liability.

Nexus's liability is engaged under common law and according to the terms of the commercial contract signed with the Client. Except in the case of gross negligence or willful misconduct, it is limited to direct damages and capped at the amounts provided for contractually.

Nexus shall not be held liable for:

Indirect, unforeseeable or consequential damages (loss of opportunity, loss of earnings, damage to reputation, commercial harm)
Consequences of non-compliant use of the Service by the Client
Consequences of the Client's use of documents downloaded from the platform as evidence (see article 17)
Unavailability related to a third-party partner (operator, bank, interbank network) outside Nexus's direct control
Damages resulting from compromise of the Client's access caused by a security failure on its part
Consequences of modification or falsification by a third party of a document exported from the platform

Force majeure.

Neither party may be held liable for a breach of its obligations resulting from a case of force majeure. Force majeure means any external, unforeseeable and irresistible event making performance of the contractual obligations impossible, within the meaning of applicable law and OHADA case law.

The following events are expressly qualified as force majeure, without this list being exhaustive:

Natural disasters, acts of war, acts of terrorism, insurrections and serious public order disturbances
Government decisions or administrative authority decisions affecting banking, monetary or telecommunications operations
Interruptions or malfunctions of partner mobile money operators (Orange Money, MTN MoMo, Wave, Moov, Airtel, Vodacom, YAS, Lumicash, and any other operator involved in processing a transaction)
Interruptions or malfunctions of settlement banks and partner banks necessary for performance of the Service
Interruptions of regional interbank clearing systems (systems operated by BEAC in the CEMAC zone, by BCEAO in the UEMOA zone, GIMAC, GIM-UEMOA, SICA-UEMOA, STAR-UEMOA systems)
Decisions of regional monetary authorities (BEAC, BCEAO, national central banks) to suspend, moratorium, freeze, requisition or restrict flows
Decisions of banking supervisory commissions (COBAC, UEMOA Banking Commission)
General Internet access outages or restrictions, including those ordered by a public authority
Power or telecommunications outages affecting a geographical area for a sustained period
Cyberattacks of unusual scale against Nexus's infrastructure or that of its operational partners
Epidemics, pandemics and associated public health measures
Social movements of national or regional scale (general strikes, blockades)
Any decision of a financial intelligence unit (ANIF, CENTIF, TRACFIN or equivalent) imposing the freezing or suspension of flows

The party invoking force majeure shall notify the other party as soon as possible and implement reasonable measures to limit its effects. Affected obligations are suspended for the duration of the event. If the event continues beyond sixty (60) days, either party may terminate the contract as of right without indemnity, subject to payment of amounts due for services actually rendered.

Termination.

The Client may terminate its contract under the conditions defined in the commercial contract signed with Nexus, generally with 30 days' notice given in writing to legal@nexus-africa.io.

Nexus may terminate the contract as of right, without notice and without indemnity, in the event of a serious breach by the Client of its obligations, fraudulent use of the Service, non-compliance with the compliance rules, or request from a competent authority.

Upon termination, access to the Service is closed. The Client's data is retained, deleted or returned under the conditions provided for in the contract and the data protection policy.

Changes to the Terms.

Nexus reserves the right to modify these Terms at any time to reflect technical, regulatory or commercial developments.

Substantial changes are notified to the Client by email or through the dashboard with at least 30 days' notice before their entry into force. The Client may terminate its contract without penalty if it refuses the new terms, within 30 days of the notification.

Failing termination within this period, the new Terms are deemed accepted.

Governing law and disputes.

Governing law

These Terms are governed by the law of the Republic of Cameroon, including the Uniform Acts of the Organization for the Harmonization of Business Law in Africa (“OHADA”) directly applicable therein. Any clause of the commercial contract signed between Nexus and the Client providing for a different law shall prevail over this provision.

Amicable settlement

The parties shall endeavor to resolve any dispute amicably. The dispute shall be notified in writing to legal@nexus-africa.io with a statement of the facts, claims and supporting documents. Failing agreement within sixty (60) days from this notification, the dispute may be brought before the bodies referred to below.

OHADA arbitration — CCJA

Any dispute not resolved amicably between Nexus and a Client established in an OHADA Member State shall be settled by arbitration under the auspices of the Common Court of Justice and Arbitration (“CCJA”), sitting in Abidjan (Côte d'Ivoire), in accordance with its Arbitration Rules. The arbitral tribunal shall consist of one or three arbitrators, appointed in accordance with these Rules. The language of the arbitration shall be French. The seat of arbitration shall be Abidjan. The award rendered shall be final and enforceable throughout all OHADA Member States.

Disputes outside the OHADA zone

For Clients established outside the OHADA zone, any dispute not resolved amicably shall fall within the exclusive jurisdiction of the courts of Nexus's registered office, unless otherwise provided by contract or by a rule of public policy.

Public policy reservation and local jurisdictions

The stipulations of this clause shall apply without prejudice to:

Public policy rules applicable in each State where the Service is provided, in particular concerning payment services (CEMAC Regulation R-01/22/CEMAC/UMAC/CM in the CEMAC zone; BCEAO Instruction No. 008-05-2015 in the UEMOA zone), consumer protection, anti-money laundering and personal data protection.
The jurisdiction of local courts seised by an end user or a national regulatory authority (BEAC, BCEAO, COBAC, UEMOA Banking Commission, financial intelligence units ANIF, CENTIF or equivalent), when such jurisdiction is a matter of public policy.
The remedies available to consumers and end users before mediation bodies or courts designated by the law of their State of residence.

Provisional measures

Notwithstanding the arbitration clause above, each party retains the right to bring proceedings before any competent state court in order to obtain urgent provisional or protective measures.

Value of receipts, exports and downloaded documents.

Receipts, tickets, confirmations and exports downloaded from the Nexus platform are information and tracking documents. In the event of a contradiction with data consulted live in the Nexus interface or retrieved through the official API, the latter shall prevail and constitute the sole authoritative source between the parties.

These documents are intended to facilitate operational tracking and internal reconciliation for the Client. Once downloaded or exported, they leave Nexus's control perimeter and may be modified, altered or reproduced without Nexus being able to guarantee their integrity. Consequently, they cannot on their own constitute enforceable evidence when they contradict data from the Nexus server.

Documents concerned

This includes in particular, without limitation:

Transaction receipts (payment, collection, refund, transfer)
Transfer confirmations or payment orders
CSV, PDF or Excel exports of transaction histories
Screenshots, printouts or copies of items visible in the interface
Support tickets or correspondence generated by the Service
Any data exported via a third-party integration or an unofficial connector

Evidentiary value conditional on integrity

A downloaded document retains its informational value as long as its content remains consistent with the data of the Nexus server at the time of verification. A Client wishing to rely on such a document before a third party, an authority or a jurisdiction must be able to demonstrate its integrity, in particular by reconciliation with the data referred to in article 03.

Nexus shall not be held liable for consequences resulting from the modification or falsification by a third party of a document exported from the platform, nor for the use that may be made of it outside the frameworks provided for in this article.

Sole authoritative source: real-time Nexus data.

Only data consulted live in the Nexus interface, sourced without intermediation from our production servers, is authoritative between the parties and towards third parties.

Single source of truth principle

Nexus operates a single source of truth consisting of production databases hosted and administered by Nexus. These databases record, in real time and immutably after validation, all operations processed by the platform: transactions, statuses, timestamps, amounts, counterparties, fees and settlement statuses.

Live consultation through official interfaces

Consultation of this data is exclusively performed through Nexus's official channels:

The Nexus dashboard accessible at dashboard.nexus-africa.io
The official APIs documented at docs.nexus-africa.io, invoked with valid authentication keys
Cryptographically signed webhooks emitted directly from our infrastructure

Chain of trust

Any data that has transited through an intermediate system, cache, download, third-party integration, unofficial connector, manual copy-paste or format conversion automatically loses its evidentiary status. Nexus cannot guarantee the integrity of information that has left its direct control perimeter.

In case of dispute

In the event of a disagreement between the parties concerning the reality, amount, date or status of an operation, only data consulted live in the Nexus dashboard or retrieved via the official API in real time shall be authoritative. No printed document, screenshot, PDF or export may be opposed to this source.

The Client may at any time request from Nexus, in writing to legal@nexus-africa.io, a certified attestation issued by our compliance team for a specific dataset. Only this attestation, signed by an authorized member of Nexus, shall have evidentiary value in a dispute.

Contact.

For any questions concerning these Terms:

Terms of Use.