2.1. "Agreement" means these terms and conditions.

2.2. "Super-Agent" (Katsu Network Limited): The licensed entity responsible for onboarding, supervising, and monitoring Agents.

2.3. "Principal (Katsu MFB)": The licensed financial institution responsible for regulatory compliance, float accounts, and reporting to CBN.

2.4. "PTSP (Payment Terminal Service Provider)": Provides and configures POS terminals, embeds Agent Code 6010, and ensures PTSA connectivity.

2.5. "PTSA (Payment Terminal Service Aggregator)": Central aggregator (NIBSS) through which POS Devices are monitored and standardized.

2.6. "Float Account": A dedicated account maintained with Katsu MFB for agency banking transactions.

2.7. "CBN" means Central Bank of Nigeria.

2.8. "Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which Banks in Nigeria are open for business.

2.9. "Agent" means a business appointed under this Agreement to provide agency banking services (including but not limited to; cash deposits, withdrawals, bill payments, and funds transfers) to End Users through the Company's agency banking platform on behalf of the Company.

2.10. "End User" means any individual or entity that accesses or uses the agency banking infrastructure provided by the Agent on behalf of Katsu Network Limited.

2.11. "POS Device" means the Point-of-Sale terminal device or hardware provided or approved by the Company, through which the Agent performs transactions such as deposits, withdrawals, transfers, and bill payments in connection with the Services.

2.12. "Services" means the agency banking services rendered by the Agent on behalf of the Company, including but not limited to, cash deposit, cash withdrawal, funds transfer, bill payments etc. and any other related transactions as may be authorized by the Company from time to time.

2.13. "Manuals" include any guidelines and procedures which the Company may from time-to-time issue to the Agent and include any training and any training materials.

2.14. "Starter Packs" includes manuals, media materials and other items which the Company may supply to the Agent upon onboarding.

2.15. "Katsu ABS" means Katsu's downloadable agent banking application, which includes all locations where the agent utilizes Katsu ABS for agency banking services in Nigeria

2.16. "Insurance" means the agency banking insurance which the Agent is mandated to subscribe as instructed by the Company.

2.17. "Confidential Information" means: (a) any information relating to either party, or any of its affiliates, business partners, customers etc. received or held by the other party (which has been transferred disclosed or obtained orally, visually, electronically or by any other means) in connection with the Services and all other information acquired by either party in connection with this Agreement or the performance of the Services; and/or (b) all information received by a party in connection with the installation, use, operation and maintenance of any device or materials provided by the other party in connection with the Service.

2.18. "Intellectual Property" means all trademarks, service marks, patents, design, domain names, know-how, copyrights, software source codes, inventions, trade secrets, derivative works, sound recordings, video recordings and broadcasts, processes, data, programs, database rights, rights in computer software, concepts, techniques, works of authorship, and all other intellectual property rights, irrespective of whether such rights are registered or not, including all applications for, renewals or extension of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

2.19. "Force Majeure Event" means any circumstance not within a Party's reasonable control including, without limitation, acts of God, flood, storm, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, any law or any action taken by a government or public authority, or failing to grant a necessary licence or consent, fire, explosion or accident etc.

2.20. "Permitted Transactions" means the financial services the Agent is authorized to carry out on behalf of the Company, including account opening, deposits, withdrawals, transfers, bill payments, airtime purchases, and any other services in accordance with the applicable law, as may be approved by the Company from time to time.

2.21. "Prohibited Transactions" means any transactions or activities that the Agent is not authorized to perform under this Agreement, including but not limited to fraudulent acts, money laundering, unapproved services, or any transaction expressly restricted by the Company or prohibited by applicable law.

3.1. Be at least eighteen (18) years of age, legally competent, and maintain a verifiable business location.

3.2. Provide valid identification documents, Bank Verification Number (BVN), and business registration documents (where applicable).

3.3. Complete the onboarding process through the Katsu Network platforms (or as may be prescribed from time to time), including location geotagging and digital acceptance of these Terms.

3.4. Maintain a valid and verifiable business address from which all agency operations and daily activities shall be conducted.

8.1. The Company shall pay the Agent in accordance with the rates set out in Schedule 1 of this Agreement ("Payment Schedule"). Such payments shall be the sole compensation due to the Agent under this Agreement unless otherwise agreed in writing.

8.2. The Company shall pay the Agent for the Services rendered through the remittance of payments, to the Agent's bank account with the Principal, derived from the charges deducted on each completed agency banking transaction.

8.3. All payments shall be subject to applicable taxes and statutory deductions as required by law. The Company reserves the right to withhold or adjust payments in cases of fraudulent or unauthorised transactions, breach of this Agreement, or any amounts owed by the Agent to the Company.

8.4. The Company may amend the Payment Schedule upon prior written notice to the Agent. The Agent shall not be entitled to any other fees, benefits, or claims not expressly stated in this Agreement.

10.1. Each Party shall, during the term of this Agreement and thereafter, hold in the strictest confidence all Confidential Information supplied in connection with this Agreement and shall not disclose Confidential Information to a third party without the prior written consent of the disclosing Party.

10.2. The Parties shall disclose Information strictly on a need-to-know basis only to those of its employees or representatives (who are bound to confidentiality as part of their employment or engagement with the Agent or who shall have separately agreed in writing to be bound by these confidentiality terms), for the purpose of performance of this Agreement.

10.3. The Parties agree that they will protect the other Party's Confidential Information with the same degree of care as they use to protect their own confidential information (which shall not be less than reasonable care).

10.4. Except as provided above, the parties agree that during the Term and following the termination or expiration of this Agreement, they will not disclose Confidential Information to any other person or entity without the express, prior written consent of the other Party.

10.5. The foregoing confidentiality obligations shall survive expiration or termination of this Agreement and shall remain binding, with the exception, however, of Confidential Information that comes into the public domain without fault of either party, or any employee, agent, or representative; or is disclosed pursuant to a valid court order or legislative/regulative directive.

11.1. Each Party acknowledges that all Intellectual Property rights owned or developed independently by the other Party prior to or outside the scope of this Agreement shall remain the exclusive property of that Party. Nothing in this Agreement shall operate to transfer or grant any rights in such Intellectual Property, except for the limited right to use any materials, software, or deliverables provided by the other Party strictly as necessary to perform its obligations under this Agreement.

11.2. Each Party undertakes not to, directly or indirectly, distribute, regenerate, alter, or register anywhere in the world any Intellectual Property belonging to the other Party. If a Party does apply for or register any such Intellectual Property in breach of this clause, it shall promptly assign all such rights to the rightful owner at its own cost.

11.3. Upon termination of this Agreement for any reason, all intellectual property licenses and/or rights granted hereunder to either Party shall terminate and both parties shall return to the other, if otherwise permitted or directed, destroy all materials within seven (7) days of such termination.

11.4. The Agent undertakes that it shall not use the name or brand of the Company to market any activities without obtaining the Company's prior written approval specifically for that purpose and of the marketing material;

12.1. Each Party warrants that in dealing with the other Party's information, it shall at all times strictly comply with the Nigeria Data Protection Act, 2023 and all applicable legislation, and reasonably comply with all the provisions and requirements of the other Party's information security and data protection policies and procedures (including encryption standards) in force.

12.2. The Parties shall maintain and shall continue to maintain appropriate and sufficient Technical and Organizational Security Measures to protect the end-user Information against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access and against all other unlawful forms of Processing.

12.3. Further, each Party warrants to notify the other Party in the most expedient time possible under the circumstances and without unreasonable delay of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal data ("Security Breach").

13.1. Katsu shall be relying upon the Agent's skill, expertise, competence and accuracy of all representation and actions made or taken by the Agent in the Provision of the Service.

13.2. The Agent shall indemnify Katsu, its successors-in-title and assigns against all liability, loss, damages, reasonable costs and expenses incurred by Katsu arising out of or in connection with any breach of its obligations under this Agreement misrepresentation or any negligent or willful breach of obligations in connection with this agreement.

14.1. Either Party may terminate this Agreement upon giving thirty (30) days prior written notice to the other Party of their intention to terminate.

14.2. Katsu reserves the right to terminate this Agreement upon giving seven (7) working days written notice to the Agent if the Agent:

14.3. Katsu shall be entitled to terminate the Agreement with immediate effect on grounds of gross misconduct, fraud or forgery committed by the Agent Aggregator.

14.4. Upon termination or expiration of this Agreement for any reason, the Agent shall promptly return or, if instructed by Katsu, destroy all confidential information, documents, materials, and property belonging to Katsu, and shall cease all use of Katsu's intellectual property and branding.

14.5. Termination of this Agreement shall not affect any rights or obligations accrued prior to termination. Clauses relating to confidentiality, intellectual property, limitation of liability, and any other provisions intended to survive shall remain in full force and effect.

15.1. Non-Assignment: This Agreement and all rights hereunder are personal to Agent and may not be transferred or assigned by Agent at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate, or successor, or in connection with any sale, transfer, or other disposition of all or substantially all its business and assets, provided, however, that any such assignee assumes the Company's obligations hereunder.

15.2. Non-Solicitation And Non-Competition- The Agent shall not, during the term of this Agreement and for a period of twelve (12) months following termination, for any reason whatsoever, directly or indirectly solicit, recruit, entice, induce, assist, or engage in any activity intended to persuade or cause any employee, consultant, or contractor of the Company or any of its affiliates, associates, or group companies to leave their employment or engagement, reject an offer of employment or engagement, join you or any third party in providing services outside the Company, or breach their contract with the Company or any of its affiliates, associates, or group companies.

15.3. Governing Law and Dispute Resolution - This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The Parties shall endeavor to amicably resolve any disputes arising from the interpretation or execution of this Agreement, failing which such disputes shall be referred to and finally settled by mediation at the Lagos Multi-Door Courthouse (LMDC). In the event of any claim, demand, or suit arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees, including those incurred on appeal.

15.4. Anti-Bribery and Corruption - The Agent hereby represents and warrants that it has not, and shall not, directly or indirectly offer, promise, give, authorize, solicit, or accept any financial or other advantage to or from any representative, official, employee, or agent of the Company, or any third party, in connection with the provision of the Services under this Agreement, or for the purpose of improperly obtaining or retaining any business or securing any improper advantage. The Agent shall comply at all times with all applicable anti-bribery and anti-corruption laws and regulations and shall promptly report to the Company any actual or suspected breach of this clause.

15.5. Independent Relationship- The Agent acknowledges that it is an independent contractor and not an employee of the Company and shall not hold itself as thus and shall have no authority to bind the Company in any Agreement, undertaking or transaction and howsoever by any promise or representation unless specifically authorized in writing by the Company.

15.6. Force Majeure - Neither Party shall be liable for failure to perform any obligation under this Agreement if the failure is a Force Majeure beyond the reasonable control of the affected Party and which such Party could not have reasonably foreseen, avoided or overcome.

15.7. Severability – If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

15.8. Waiver- The failure of either Party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision, nor shall it affect the validity or enforceability of any other part of this Agreement.

15.9. Notice- Any notice or other communication relating to this Agreement shall be written and be effective when delivered to the intended Party through: (i) a hand-delivered notice, (ii) delivery to the specified business email of the intended Party (iii) by a reputable private courier service to the business address of the intended Party.

15.10. Good Faith - The parties agree that they enter into this Agreement on the basis of trust and undertake that they will observe good faith in implementing the provisions hereof and shall perform their obligations arising from this Agreement diligently and with reasonable care.