About Yala -Automating Financial Operations for Small and Midsize Businesses

Terms & conditions

INTRODUCTION

This Service Agreement (Agreement) stipulates the terms and conditions on which our products and services will be provided to You. You must “accept” our terms and conditions before accessing or utilizing our Services. Please do not use our Services if you do not agree with our terms

DEFINITION

Unless otherwise stated, the following words shall mean:

Account or YALA account agreement

means the account opened on YALA’s online platform for accessing or utilising YALA’s services; means this Service Agreement and Terms and Conditions as may

be amended from time to time;

Customer

means Your customer;

FATF

means the Financial Action Task Force;

means Foreign Exchange;

Person

includes an individual, corporation, limited liability company, trust, association, partnership, estate, or any other entity or organisation;

Services

means the billings and revenue management, international payments services, tax compliance, account payables, and financial solution tools provided electronically by YALA via its mobile application, website or any other electronic channel;

YALA

includes:

Rank Wyre Pay Inc., a private company incorporated under the laws of Canada with incorporation number BC1433448 and MSB registration number M23709006 situate at 422, Richards Street, Suite 170, Vancouver, BC, Canada, V6B2Z4 (YALA Canada),

YALA Technologies Limited, a private company with RC

No. 7270976 incorporated under the laws of the Federal Republic of Nigeria, situate at 12, Jasper Ike Street, Oniru, Lagos, Nigeria (YALA Nigeria),

YALA Technologies Limited, a private company incorporated under the laws of England and Wales with Company No. 15813684, situate at 7, Bell Yard, London, WC2A 2JR, United Kingdom (YALA United Kingdom),

YALA Technologies Inc. a private company with File Number: 5769543, incorporated under the laws of the State of Delaware, United States of America, situate at 1007 N Orange St., 4th Floor Ste 1382 Delaware, United

States of America (YALA USA),

YALA Technologies B.V a private company with RSIN 866831812, incorporated under the laws of The Kingdom of Netherlands, situate at San Marinostraat 121, 3541 DS, Utrecht, Netherlands (YALA Netherlands), and any subsidiaries or affiliates wherever incorporated;

You

includes individuals, a company, business, enterprise, trust or cooperative society incorporated or registered under the laws of your place of incorporation accessing or utilizing YALA’s products and services;

We/Us/Our

means YALA;

Sanctioned Person

any Person listed in any sanctions-related list of designated persons maintained by the:

i. United Nations Security Council,

ii. Office of Foreign Assets Control of the United States of America’s Department. of Treasury

iii. the European Union,

iv. the United States of America, or

v. the United Kingdom,

any Person organized under the laws of or resident in a Prohibited Country, and

any Person owned or controlled by any such Person or

Persons described in clauses (a) or (b) above

Prohibited Country

includes Afghanistan, Barbados, Belarus, Burundi, Central Africa Republic, Chad, Congo, Cuba, Eritrea, Gabon, Gibraltar, Guinea Bissau, Haiti, Iran, Iraq, Laos, Libya, Mozambique, Myanmar, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, the

Crimea, Donetsk, Luhansk regions of Ukraine and Yemen.

ABOUT YALA

YALA is a technology platform that empowers small and midsize businesses by

automating financial operations for growth and success. To enable Us to provide Our

Services to You, We have partnered with licensed financial institutions/payment

networks and partners around the world. If you’ll like to know how Our Services are

provided in your country, please send us an email at: compliance@useyala.com.

OUR SERVICES

YALA’s Services includes but are not limited to:

4.1. YALA Accounts Receivable (AR) service:

YALA’s AR service allows You to receive payments from your Customers around the

world. To use Our AR service, You must open a YALA Account and authorise Us to

activate Our AR service on your behalf.

4.1.1 By activating Our AR service, You represent and warrant that:

a. You have the authority to initiate debit or credit entries, as applicable, on your

Account with Us;

b. Each payment that You receive through the service will not breach this

Agreement and will comply with any applicable law and regulations;

c. Your Customer’s information is accurate and current, and where outdated,

will be promptly updated on YALA’s platform;

d. All invoices that You create or upload to our platform are issued pursuant to a

contractual relationship with your Customer and/or for goods or services that

You provided to your Customer;

e. You have obtained all necessary authorizations or consents from your

Customer to share their information with Us; and

f. Your Customer agrees, or You have the authority to agree on behalf of your

Customer, to be subject to and comply with this Agreement, and all

applicable laws, rules and regulations.

YALA’s AR service allows You to receive payments from your Customers around the

world. To use Our AR service, You must open a YALA Account and authorise Us to

activate Our AR service on your behalf.

4.1.1 By activating Our AR service, You represent and warrant that:
a. You have the authority to initiate debit or credit entries, as applicable, on your Account with Us;

b. Each payment that You receive through the service will not breach this Agreement and will comply with any applicable law and regulations;

c. Your Customer’s information is accurate and current, and where outdated, will be promptly updated on YALA’s platform;

d. All invoices that You create or upload to our platform are issued pursuant to a

contractual relationship with your Customer and/or for goods or services that You provided to your Customer;

e. You have obtained all necessary authorizations or consents from your

Customer to share their information with Us; and

f. Your Customer agrees, or You have the authority to agree on behalf of your

Customer, to be subject to and comply with this Agreement, and all applicable laws, rules and regulations.

4.1.2 Payment Instructions:

You are solely responsible for the accuracy of the

payment information and the payment instructions provided in connection with

Your use of Our AR service. YALA bears no liability for losses or damages

resulting from the accuracy or inaccuracy of a Customer’s information, or Your or

Your Customer’s actions, inactions, mistakes or inaccuracies.

4.1.3 Agency:

You hereby appoint YALA as your agent to receive funds on your behalf.

4.1.4 Funding Your YALA Account:

You agree to always maintain sufficient funds in your YALA Account to satisfy any transaction fees or payment obligations due to YALA. You also undertake to promptly fund your Account where We notify You of any insufficient funds in your Account.

4.1.5 Customer Management:

You agree to provide any information or documentation that We require to verify the identity of Your Customer and any payment instructions. You are also responsible for informing your Customers that their (personal) data is being shared with Us. You are solely responsible for verifying the accuracy of your Customer’s information.

4.1.6 Invoice Creation and Management:

You can create, upload, track and send invoices to your Customers using YALA.

You may also utilise our AR service to dispatch and monitor invoices sent to Your

Customers on Our platform.

4.1.7 Reservations:

We may refuse to accept or process any payment from your Customer in our sole discretion and for any reason, and we will not be liable for doing so.

4.2 YALA Accounts Payable (AP) Service (Bill Payments):

YALA’s AP service allows You to make payments to Your Vendors, suppliers and

business partners around the world. To use YALA’s AP service, You must open a

YALA Account and authorise Us to activate Our AP service on your behalf. You will also need to link at least 1 (one) of your bank accounts, credit or debit card(s) to your YALA Account.

4.2.1 By activating Our AP service, You represent and warrant that:

a. You have the authority to initiate debit or credit entries, as applicable, on

your Account with Us,

b. Each payment that You receive through the Service complies with

this Agreement and applicable law, regulations and rules,

c. You have obtained all necessary authorizations or consents from

your vendor to share their information with YALA,

d. Your vendor’s information is accurate and current, and where outdated,

will be promptly updated on YALA’s platform; and

e. Your vendor agrees, or You have the authority to agree on behalf of

the vendor, to be subject to and comply with this Agreement and

all applicable laws, rules and regulations.

YALA’s AP service allows You to make payments to Your Vendors, suppliers and

business partners around the world. To use YALA’s AP service, You must open a

a. You have the authority to initiate debit or credit entries, as applicable, on your Account with Us,

b. Each payment that You receive through the Service complies with this Agreement and applicable law, regulations and rules,

c. You have obtained all necessary authorizations or consents from your vendor to share their information with YALA,

d. Your vendor’s information is accurate and current, and where outdated, will be promptly updated on YALA’s platform; and

e. Your vendor agrees, or You have the authority to agree on behalf of the vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations.

4.2.2 Payment Instructions:

You are solely responsible for the accuracy of the payment information and the payment instructions provided in connection with Your use of Our AP service. YALA bears no liability for losses or damages resulting from the accuracy or inaccuracy of a Vendor’s information, or Your or Your Vendor’s actions, inactions, mistakes or inaccuracies.

4.2.3 Agency:

You hereby appoint YALA as your agent to make and process payments on your behalf.

4.2.4 Funding Your YALA Account:

You agree to always maintain sufficient funds in YALA Account to satisfy any transaction fees or payment obligations due to YALA. You also undertake to promptly fund your Account where we notify You of any insufficient funds in your Account.

4.2.5 Vendor Management:

You agree to provide any information or documentation that We require to verify the identity of Your Vendor and any payment instruction. You are also responsible for informing your Vendors that their (personal) data is being shared with Us. You are solely responsible for verifying the accuracy of your Vendors information.

4.2.6 Reservations:

We may refuse to make or process any payment to your Vendor in our sole discretion and for any reason, and we will not be liable for doing so.

REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant as follows:

a. that You are duly incorporated under the laws of your place of incorporation,

b. that your authorised representatives have been duly appointed in

accordance with the laws of your place of incorporation,

c. that all documents and information provided to Us during your onboarding

are true and will remain true, and that You have no reason to doubt

their genuineness. In the event of any changes, You will promptly notify Us

by sending an email to: compliance@useyala.com

d. to the best of your knowledge, You are not the subject of any fraudulent

investigation by any authority, locally or internationally,

e. no petition for winding up has been filed against You nor are You the subject

of any liquidation,

f. not to use YALA for any illegal or prohibited activity,

g. not to use YALA to process funds to or from any Sanctioned Person

or Prohibited Country, and

h. that the source of your funds was not obtained from any illegal activity.

You hereby represent and warrant as follows:
a. that You are duly incorporated under the laws of your place of incorporation,

b. that your authorised representatives have been duly appointed in accordance with the laws of your place of incorporation,

c. that all documents and information provided to Us during your onboarding are true and will remain true, and that You have no reason to doubt their genuineness. In the event of any changes, You will promptly notify Us by sending an email to: compliance@useyala.com

d. to the best of your knowledge, You are not the subject of any fraudulent investigation by any authority, locally or internationally,

e. no petition for winding up has been filed against You nor are You the subject of any liquidation,

f. not to use YALA for any illegal or prohibited activity,

g. not to use YALA to process funds to or from any Sanctioned Person or Prohibited Country, and

h. that the source of your funds was not obtained from any illegal activity.

ACCEPTABLE USE POLICY – PROHIBITED AND RESTRICTED ACTIVITIES

6.1 Acceptable Use:

YALA shall only be used for activities that are lawful in your place of residence, location or country. You shall not use YALA in any way that breaches local, national, or international law or regulation, or causes YALA to breach any local, national, or international law or regulation.

6.2 Prohibited Uses:

Without limiting the foregoing, YALA shall not be used for facilitating the following transactions:

a. cryptocurrency dealings,

b. fraud, money laundering, terrorist financing,

c. sponsoring or financing terrorist activities,

d. purchasing or trading in adult content such as pornography, prostitution,

sexually oriented establishments (massage parlors (brothels), strip

clubs, gentleman’s clubs) or sexual content of any nature,

e. funding or dealing with nonprofits and charities,

f. dealing in illegal or hard drugs such as cocaine, medical marijuana, cannabis,

methamphetamine, THC or CBD and other controlled substances such as

alcohol, cigarettes, tobacco, e-cigarettes, cigars,

g. medical and pharmaceuticals like, nutraceuticals, pseudo-pharmaceuticals,

including medicines, drugs, equipment, prescription devices and medications,

h. sale of counterfeit or unauthorised goods,

i. precious metals and stones including raw materials, such as gold, jewels, gems,

mining,

j. sale of illegally imported or exported goods,

k. sending money to a Prohibited Country or receiving money from a Prohibited

Country,

l. sale of illegally imported or exported goods,

m. gambling, betting and lotteries;

n. oil and petroleum products such as gasoline (petrol), diesel, jet fuel, kerosene,

fuel oil, and any other type of petrochemical or residual fuel,

o. dealing in any product or service that directly infringes or facilitates the

infringement of the copyright, patent, trademark, trade secrets, proprietary, or

privacy rights of any third party,

p. individuals, entities, or countries subject to international sanctions,

q. weapons, military software, or any other goods or services intended for military

use,

r. decryption and descrambler products and services,

q. devices designed to block, jam or interfere with cellular and personal

communications,

s. spy equipment and weapons, including hidden cameras, GPS trackers,

listening and encrypted communication devices, hacking related services or

sale of hacking software, malware, or software services which jeopardise

companies or it’s related party,

t. multi-level marketing services, pyramid schemes or ponzi schemes, and

u. any other act that is considered illegal or prohibited in your place of residence,

location or country

Without limiting the foregoing, YALA shall not be used for facilitating the following transactions:
a. cryptocurrency dealings,

b. fraud, money laundering, terrorist financing,

c. sponsoring or financing terrorist activities,

d. purchasing or trading in adult content such as pornography, prostitution, sexually oriented establishments (massage parlors (brothels), strip clubs, gentleman’s clubs) or sexual content of any nature,

e. funding or dealing with nonprofits and charities,

f. dealing in illegal or hard drugs such as cocaine, medical marijuana, cannabis,

methamphetamine, THC or CBD and other controlled substances such as alcohol, cigarettes, tobacco, e-cigarettes, cigars,

g. medical and pharmaceuticals like, nutraceuticals, pseudo-pharmaceuticals,

including medicines, drugs, equipment, prescription devices and medications,

h. sale of counterfeit or unauthorised goods,

i. precious metals and stones including raw materials, such as gold, jewels, gems, mining,

j. sale of illegally imported or exported goods,

k. sending money to a Prohibited Country or receiving money from a Prohibited

Country,

l. sale of illegally imported or exported goods,

m. gambling, betting and lotteries;

n. oil and petroleum products such as gasoline (petrol), diesel, jet fuel, kerosene,

fuel oil, and any other type of petrochemical or residual fuel,

o. dealing in any product or service that directly infringes or facilitates the

infringement of the copyright, patent, trademark, trade secrets, proprietary, or

privacy rights of any third party,

p. individuals, entities, or countries subject to international sanctions,

q. weapons, military software, or any other goods or services intended for military use,

r. decryption and descrambler products and services,

q. devices designed to block, jam or interfere with cellular and personal

communications,

s. spy equipment and weapons, including hidden cameras, GPS trackers, listening and encrypted communication devices, hacking related services or sale of hacking software, malware, or software services which jeopardise companies or it’s related party,

t. multi-level marketing services, pyramid schemes or ponzi schemes, and

u. any other act that is considered illegal or prohibited in your place of residence, location or country

6.3 Restricted Uses:

While certain activities may not be prohibited outright on our platform, they may be subject to certain restrictions either because of regulations or our risk appetite. For instance, You may be required to provide a license to be able to process certain transactions on our platform. Please refer to our Risk Categorisation Table in

Schedule 1.

6.4 Unsupported Financial & Other Professional Services:

YALA cannot be used for carrying out the following activities:

a. Using your YALA Account as an escrow account,

b. Investment & credit services, securities broker, mortgage consulting or debt

reduction or collection services, credit counselling or repair, real estate

investments.

c. Lending, including lending instruments, crowdfunding, or fundraising activities,

d. Trading and exchange and wealth management, including investment, stocks,

securities, spot and futures services,

e. Money service businesses or any business that carry on the activity of cashing

cheques, or platforms allowing the trade and/or exchange of FX/CFD/Options.

a. Using your YALA Account as an escrow account,

b. Investment & credit services, securities broker, mortgage consulting or debt reduction or collection services, credit counselling or repair, real estate investments.

c. Lending, including lending instruments, crowdfunding, or fundraising activities,

d. Trading and exchange and wealth management, including investment, stocks, securities, spot and futures services,

e. Money service businesses or any business that carry on the activity of cashing

cheques, or platforms allowing the trade and/or exchange of FX/CFD/Options.

6.5 Suspension of Account:

Where We suspect that You are engaging in any prohibited or restricted activity (without our consent), We reserve the right to suspend your account and/or transaction and put a hold on your funds pending any further investigation. The result of our investigation will be promptly communicated to You. Where further investigation is required by any regulatory authority, You will be notified.

6.6 Reporting to Authorities:

We are under obligation to report high risk and fraudulent transactions to appropriate authorities. Where We find that You are engaging in any restricted activity (without our consent) or prohibited activity, We will confiscate your funds and report You to the appropriate authority.

PROHIBITED ORGANIZATIONS

We shall not engage in any business relationship, directly or indirectly, with any organization :

a. Involved in illegal activities under applicable local, national, or international

laws, including but not limited to money laundering, human trafficking,

terrorism, organized crime, environmental crimes such as illegal deforestation,

wildlife trafficking, pollution, or violation of environmental regulations.

b. Represents a foreign government or consulate, unless explicitly authorized

by Yala and subject to enhanced due diligence procedures, to ensure

compliance with regulatory and legal requirements.

c. Engages in activities that pose a reputational risk to Yala, including but not

limited to organizations linked to fraud, corruption, unethical business

practices, or environmental degradation.

d. Fails to provide adequate and transparent documentation of its legal structure

ownership, and the purpose of its operations as required by Yala’s due diligence

procedures.

Yala reserves the right to refuse services or terminate existing relationships with any organization, foreign government, or consulate found to be in violation of this clause, without notice.

We shall not engage in any business relationship, directly or indirectly, with any organization :

a. Involved in illegal activities under applicable local, national, or international

laws, including but not limited to money laundering, human trafficking, terrorism, organized crime, environmental crimes such as illegal deforestation, wildlife trafficking, pollution, or violation of environmental regulations.

b. Represents a foreign government or consulate, unless explicitly authorized by Yala and subject to enhanced due diligence procedures, to ensure compliance with regulatory and legal requirements.

c. Engages in activities that pose a reputational risk to Yala, including but not limited to organizations linked to fraud, corruption, unethical business practices, or environmental degradation.

d. Fails to provide adequate and transparent documentation of its legal structure ownership, and the purpose of its operations as required by Yala’s due diligence procedures.

Yala reserves the right to refuse services or terminate existing relationships with any organization, foreign government, or consulate found to be in violation of this clause, without notice.

PROHIBITED COUNTRIES

We adopt the FATF’s recommendations in combating money laundering, terrorist

financing, and the financing of proliferation within the global financial ecosystem.

Consequently, We will not facilitate transactions to and from any Prohibited Country.

USING YALA

Multiple Accounts:

We do not support multiple accounts on our platform. Where there is

any change to your information, whether due to a merger, acquisition, etc., an email should promptly be sent to compliance@useyala.com so that your profile on our platform can be updated

b. Authorised Representative:

Only Person’s legally authorised by You, and stated in our records as your “authorised representative” will be given ownership rights of Your Account. All actions carried out by Your authorised representative shall be taken as done by You and You shall be bound by such action(s). This includes but is not limited to the initiation and

authorization of payments, creation of invoices, funding Your Account, and the invitation of other teammates with defined permissions. The right to add/invite teammate(s) to use Our platform via Your Account is reserved for Your authorised representative and the roles assigned to such teammate(s) by Your authorised representative would be deemed to have been assigned by You. Hence, any action carried out by a teammate shall be taken as done by You and You shall be bound by such action(s), even though a particular transaction was out of their scope of authority. We shall not be liable for any fraud or unauthorised transaction carried out by your authorised representative or any invited teammate on record on our platform.

Any changes to the appointment of an authorised representative should be promptly notified to Us by email at: compliance@useyala.com, along with the relevant documentation (i.e., board resolution) so that We can update your records. A timeline of 24 (twenty-four) hours (for weekdays), – 72 (seventy-two) hours (for weekends), from the time of notification, is required for your account to be updated and We will not be liable for any unauthorized transactions initiated by such authorised representative during this period.

c. Verification and Due Diligence:

We will need to verify to your details when onboarding on Our platform. You agree that We may make, directly or through any third party, any inquiries we consider necessary to validate your information provided to Us, including checking commercial databases or credit reports

d. Currency:

Our platform accepts and can initiate transactions in the following currencies:

USD, GBP, CAD, EUR, XOF, CNY, INR, HKD, HUF, JPY, KES, KWD, MXN, MAD, NGN,

NOK, RON, RWF, SGD, ZAR, CHF, TWD, TZS, THB, AED, AUD, BRL, UGX, MWK, ZMW,

and GHS.

e. Exchange Rate Fluctuations:

Due to foreign exchange volatility, Our currency exchange rate is subject to change quickly. We will not be liable for any losses incurred by You because of exchange rate fluctuations. Kindly ensure to process your international payments promptly to avoid paying increased fees, where possible.

f. Refusing Your Payment Request:

We may not process Your transaction until We have received complete funds (inclusive of our fees) from You. Until We confirm receipt of your payment, it is your responsibility to ensure that your funds are promptly sent to Us in the amount and at the time stated by Us. Where your funds are received after the time stated by Us, We may be unable to complete your transaction and your funds will be refunded. We will

not be responsible for the time it takes for your money to be sent to Us by your bank,

customer or payment partner. We also reserve the right to refuse to process any transaction for reasons such as: incorrect information about the receiver, compliance violations, or a breach of this Agreement or any applicable law.

g. Closure and Suspension of Accounts:

We reserve the right to close, suspend, or limit access to your Account or our Services in the event that We are unable to obtain or verify any information related to You or Your transaction.

h. Processing Time:

The timeline for processing and completing transactions is within 24 (twenty-four) – 72 (seventy-two) hours, subject to receiving sufficient funds from You and

depending on the type of transaction. We will always take reasonable steps to ensure that Your transactions are processed and completed within a reasonable time. Any timeline for processing Your transaction is an estimate and does not guarantee that Your transaction will be completed within such timeline. It is Your responsibility to ensure that Your transactions are promptly processed as required under any agreement or law that You are subject to. YALA disclaims any liability and will not be held liable if a transaction processed on our platform is not made within an estimated timeline.

Information We Need:

We will need You to provide Us with information such as the full name of your recipient, your recipient’s bank account details, etc. The information We require may differ based on your location and applicable local laws. We recommend doing

transactions with people that You’ve dealt with before, or independently verified as

legitimate as any suspicious transactions may affect our relationship with our partners. Where Your transactions affect our business, You may be liable to pay us damages for such.

j. Cancelation and Non-Reversal of a Transaction

PLEASE NOTE THAT YOU CANNOT CANCEL A TRANSACTION ONCE YOUR FUNDS HAVE BEEN CONVERTED AND/OR YOUR TRANSFER INITIATED. CONSEQUENTLY, INITIATED TRANSACTIONS ARE FINAL AND IRREVOCABLE UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT OR PURSUANT TO APPLICABLE LAW.

k. Transfer Limits:

We have limits on the amount You may send per transaction depending on factors such as the risk level and the location of the parties involved.

l. Transfer Modes:

You may be presented with one or more methods of paying for or initiating a transaction (e.g., SWIFT, Domestic Wire, etc.). We cannot guarantee the availability of a particular payment method and We may change or stop offering a payment method at any time without notice to You.

m. Processing Fees:

The processing or administrative fees for any of our products may differ. Kindly ensure to confirm the applicable processing fee before initiating any transaction on our platform.

n. Delays:

We may delay processing your transaction for certain reasons, including verification checks or due diligence reviews. YALA is not responsible for such delays, where we have acted reasonably.

o. Refusal to Process Your Transaction:

We may delay processing your transaction for certain reasons, including verification checks or due diligence reviews. YALA is not responsible for such delays, where we have acted reasonably.

p. Refunds and Reversals:

Refunds: In the event of a transaction failure or reversal, your refund will be credited to your YALA wallet in United States Dollars (USD) or where another currency, other than the Nigerian Naira (NGN) was used, the equivalent of such amount in USD will be refunded. However, should You choose not to reinitiate your transaction and request to be refunded in Nigerian Naira (NGN), your funds will be converted to Nigerian Naira (NGN) at the prevailing exchange rate on the day of payment.
Transaction Failure/Reversal Caused by Client Error: This may happen where You

give Us the wrong transaction information e.g. wrong IBAN. You will be charged a

$20 (twenty) reversal fee. This amount will be debited from your YALA wallet.

Please make sure that You verify that your information is correct before your

payment is processed.

iii. Liability for Transaction Failure: YALA will not be held liable for any transaction

failure or reversal caused by your failure to provide Us with the correct transaction

details, meet compliance requirements or fulfil any requirements of the

beneficiary bank. You will be liable in such instances. Please make sure that You

verify that your information is correct before your payment is processed.

iv. Timeline for Processing Refunds: Refunds may take up to 60 (sixty) days due to

any internal bureaucracies of the beneficiary or intermediary bank holding the

funds. Hence, YALA will not be able to complete Your refund until We have

received payment from the beneficiary or intermediary bank. We will however

take reasonable steps to ensure that Your refunds are completed promptly.

Refunds: In the event of a transaction failure or reversal, your refund will be credited to your YALA wallet in United States Dollars (USD) or where another currency, other than the Nigerian Naira (NGN) was used, the equivalent of such amount in USD will be refunded. However, should You choose not to reinitiate your transaction and request to be refunded in Nigerian Naira (NGN), your funds will be converted to Nigerian Naira (NGN) at the prevailing exchange rate on the day of payment.
Transaction Failure/Reversal Caused by Client Error: This may happen where You

give Us the wrong transaction information

e.g. wrong IBAN. You will be charged a

$20 (twenty) reversal fee. This amount

will be debited from your YALA wallet.

Please make sure that You verify that

your information is correct before your

payment is processed.

iii. Liability for Transaction Failure: YALA

will not be held liable for any transaction

failure or reversal caused by your failure

to provide Us with the correct transaction

details, meet compliance requirements

or fulfil any requirements of the

beneficiary bank. You will be liable in

such instances. Please make sure that You

verify that your information is correct

before your payment is processed.

iv. Timeline for Processing Refunds:

Refunds may take up to 60 (sixty) days

due to any internal bureaucracies of

the beneficiary or intermediary bank

holding the funds. Hence, YALA will not be

able to complete Your refund until We

have received payment from the

beneficiary or intermediary bank. We will

however, take reasonable steps to ensure

that Your refunds are completed promptly.

INDEMNITY

You agree to indemnify Us against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by Us because of Your breach of this Agreement. You agree that monetary compensation such as damages may not be a sufficient remedy for any breach of this Agreement, and that in addition to any other remedies (which may be monetary) available either in law or in equity, the remedies of specific performance and injunction or other equitable relief may be available as a remedy for any breach of this Agreement.

DATA SHARING AND PROTECTION

11.1 We may collect, store, control or process your personal, corporate or financial

information (Data) for the purpose of processing your transactions and complying with legal and regulatory requirements. Your Data may also be shared among Our company and its subsidiaries for behavioural and statistical analysis, and to identify products and services (including those supplied by third parties) which may be relevant to You.

11.2 We may engage reputable third-party service providers to assist in verification and related services. We will take reasonable steps to ensure that our third-party service providers adhere to the same confidentiality and data protection standards as Us. We may be obligated to share your Data with regulatory authorities, credit reporting agencies, and other entities as required by law. However, such sharing will be limited to what is necessary and legally required.

11.3 By “accepting” this Agreement or using YALA, You consent that We may disclose your

Data, including data and information relating to your YALA Account to our third-party

partners for fraud prevention purposes, to our external lawyers, auditors and other

subcontractors or persons acting as Our agent, to any person who may assume Our

rights under this Agreement, to relevant regulatory authorities if We have a right or duty to do so by law, or for the purpose of exercising any power, remedy, right, authority, or discretion relevant to this Agreement or any other document.

LIMITATION OF LIABILITY

IN NO EVENT SHALL YALA BE LIABLE TO YOU OR ANY THIRD PARTY IN

CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL,

SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA,

PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE

SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT YALA HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM

FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT

(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. YALA WILL

NOT BE LIABLE TO YOU FOR ATTORNEYS’ FEES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YALA MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO THE TRANSACTIONS MADE THROUGH YALA. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL YALA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO YALA IN THE 6 (SIX) MONTH’S PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, United States of America. Any disagreement, dispute or difference howsoever arising from this Agreement, including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way, shall first be amicably resolved by the parties. Notwithstanding the foregoing, either party shall have the right to approach a court of competent jurisdiction in the state of Delaware, USA, to obtain injunctive relief for any breach of the provisions of this Agreement.

MISCELLANEOUS

14.1 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes any arrangement, understanding or previous agreement between the parties relating to the subject matter covered by this Agreement. No amendments to or waiver of rights under this Agreement shall be effective unless reduced to writing and signed by the parties.

14.2 A failure to enforce or to require the performance at any time of any provisions of this Agreement, shall not be construed to be a waiver of such provision and shall not affect either the validity of this Agreement, or any part hereof, or YALA’s right to enforce the provisions of this Agreement.

14.3 This Agreement may be executed by each Party in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement.

14.4 Notice to the primary email address associated with your Account is effective notice on You for any purpose.

14.5 If for any reason, any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, under any enactment or rule of law, then this Agreement, including all of the remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included.

AMENDMENTS TO THESE TERMS AND CONDITIONS

We will try our best to notify You of any changes to this Agreement. Notwithstanding the foregoing, this Agreement may be amended without notice to You, and it shall be binding on You on the date of such amendment.

SCHEDULE 1 Risk Categorization Table

SCHEDULE 1

Risk Categorization Table

Industry

Risk level

Crude Oil and Natural Gas Dealers

High

Crypto and Other Digital Assets

High

Firearms and Weapons

High

Gaming and Gambling

High

Legal Services

High

Cannabis (Marijuana) and Tobacco

High

Mining and Extraction

High

Finance Houses, Money Services Business and Payment Service Providers

High

Pawn Shops

High

Precious Stones and Precious Metals Dealers

High

Unregulated Money Services Business and Payment Service Providers

High

Administrative and Support and Waste Management and Remediation Services

Low

Agriculture, Forestry, Fishing and Hunting

Low

Arts, Entertainment and Recreation

High

Educational Services

Low

Public Administration

Low

Retail Trade

Low

Utilities

Low

Real Estate

Medium

General merchandise

Medium

Hospitality

Medium

Automotive and Automobile Businesses

Medium

Banks

High

Constructions

High

Family Office

Medium

Manufacturing

High

General Wholesalers

Medium

Health Care and Social Assistance

High

Information Technology Services

Medium

Investment Funds

High

Management of Companies and Enterprises

Medium

Non-Bank Financial Institution

High

Personal Investment Companies

High

Professional Services

Medium

Pharmaceutical Services

High

Scientific and Technical Services

Medium

Telecom Services

Medium

Tourism and Travels

Medium

Transportation and Warehousing

Medium

Religious Houses, Churches & NGOs

High

Note:
- Non-Bank Financial institutions . E.g Insurance companies, Finance Houses, Currency Exchange Businesses (BDCs)

- Professional Services. Eg : Business consultants, I.T Infrastructure management etc

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422 RICHARDS ST. SUITE 170 VANCOUVER BC V6B 2Z4.

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Empowering small and midsize businesses (SMB) by automating financial operations for growth and success.

For inquiries or legal matters, contact us at payments@useyala.com. This notice is effective and may be updated without prior notice.

Let's simplify the complexities of international payments for you

Get Started

422 RICHARDS ST. SUITE 170 VANCOUVER BC V6B 2Z4.

Website

FAQs

About us

Terms & Conditions

Let's simplify the complexities of international payments for you

Get Started

422 RICHARDS ST. SUITE 170 VANCOUVER BC V6B 2Z4.

Website

FAQs

About us

Terms & Conditions