This agreement between Wingtip Flow Limited (‘us’, ‘our’, ‘we’ or “Wingtip Flow Limited”) and you (‘you’, ‘your’, or ‘end-user) govern your use of any of our services (‘Services’). In these Terms of Service (‘Terms’), you and us are individually referred to as a 'Party', and collectively as the 'Parties'.
Wingtip Flow Limited is a limited liability company that specializes in cross-border transactions.
The following terms regulate our Service provision. Please acknowledge and agree that you are entering a legal agreement with us and have understood and agree to abide with, and agree to be legally bound by these Terms, as well as the Privacy Policy. Where you are not in agreement with these Terms, please do not use the Service and/or discontinue access to the Service immediately.
By completing the registration process or by accessing the Service in any manner or requesting the use of the Service through any means, you are indicating your consent to be bound by these Terms as an agreement between you and the Company.
We may, at our sole discretion, review, revise and/or update these Terms and the Service at any time. We, therefore, advise that you read through these Terms periodically.
We may also make some changes to the Terms immediately, without prior notice, if they are required by applicable laws and regulations; or relate to the addition of a new service or extra features to our Services.
We reserve the right to withdraw or amend these Services, and any other service or material we provide on our website, mobile application, or merchant API (altogether ‘Platform’), in our sole discretion. We shall notify you of any material changes on Platform before or after we made the change. Where we mad changes to Platform without prior Notice, we shall inform you of the changes within 48 Hours of effecting the change.
You should stop using our Services if you do not agree to the changes. If you keep using our Services after we have notified you of or announced any such changes, you will be deemed to have accepted the changes.
We will not be liable if for any reason all or the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.
You are responsible for:
(a) Making all arrangements necessary for you to have access to the Service.
(b) Ensuring that all persons who access the platform through your account are aware of these Terms and comply with them.
(c) Keeping your account secure and for any and all activities on your account.
(d) Maintaining the confidentiality of your password and Account.
You agree to immediately notify us of any unauthorised use of your account or breach of any other breach of security.
To access our Services or some of our resources, you will be asked to provide certain registration details or other information. All the information you provide must be correct, current, and complete.
You acknowledge that we may not provide you with our Services until we have received and verified all the information we require. We may decide whether to accept certain businesses based on the information we collect and verify. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.
We reserve the right to restrain you from using any of our Services after conducting end-user due diligence on you. We onboard businesses including companies, sole proprietors, business names, partnerships, etc. Our due diligence process includes verification of information provided by you, the status of your registration with the corporate affairs commission and other relevant government agencies; verification of your address and website, and verification of the identity and contact data of ultimate beneficial owners that hold five percent (5%) of your share capital or more, and Authorised Users (as hereinafter defined).
You agree that we reserve the right to request additional documents when there is a material change in the way you operate your account, Your documentation process changes substantial, or we deem it fit that we lack sufficient information about you.
In the event of changes in any information provided to us, you are required to inform us within two (2) working days of such change.
You agree that all information you provide during your use of our service or otherwise, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us. We may keep records of your due diligence checks in accordance with our Privacy Policy.
We have the authority to monitor your transactions on our Platform and your use of our. Platform for any transaction or activity. Where we suspect a transaction to be risky, we may temporarily place them as pending and request additional documents or information. Subject to the result of our investigation, we may reverse the money to the original account.
You agree that we reserve the right to request additional documents and information that support your transactions.
We reserve the right to investigate you and your transactions if we deem your activities to be fraudulent.
From time to time, we will set the pay-out limit for you based on the information available to us.
We will provide you with various types of services which include the registration of an account through which you may log in, log out, reset passwords, etc.; creation of a United States Dollar (‘USD’) wallet, Canadian Dollar (‘CAD’) wallet, and British Pounds (‘GPB’) wallet; hold and receive money in USD, CAD, and GPB from supporting countries via bank deposit and money transfer and remit same in the wallet; exchange supporting currencies to other currencies and hold the same in your wallet; pay-out in supported currencies; and provide supports to you when you have any complaints with regards to our services, account creation and registration on our platforms.
You hereby represent, warrant, and agree to:
(a) provide true, accurate, current, and complete information about yourself, your business references, and any other information as may be required by us.
(b) maintain and promptly amend all information to keep it true, accurate, current, and complete. You must update us from time to time of any material change.
(c) You are duly incorporated or registered under the laws of it’s the Federal Republic of Nigeria.
(d) You have full capacity, authority, and all necessary licenses, permits, and consents to enter and exercise the rights, and perform your obligations under these Terms.
(e) Your entry into and performance of these Terms do not:
(i) conflict with or result in the breach of or default under any provisions of your articles of association, memorandum of association, by-laws, or any other constituent documents; and
(ii) conflict with or result in the breach of any applicable law or other restrictions or obligations that you are subject to.
(f) You will use the Services only for lawful purposes and in compliance with these Terms.
(g) You will comply with all applicable laws in connection with these Terms and the performance of its obligations under the Terms;
(h) You will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner to interfere with the operation of the Services; and
(i) You will not interfere with, disrupt, or cause any damage to other users of the Service.
You hereby grant an irrevocable, perpetual, worldwide, and royalty-free, sub-licensable license to us, to display and use all information provided by such you in accordance with the purposes set forth in these Terms.
You are solely responsible for any use of the Services, and other features, you will use all reasonable endeavours to ensure that no unauthorised person will or could access the Services or other features of the Platform.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or our platforms will be free of viruses or other destructive code.
You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our platforms or for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PLATFORMS OR FROM DOWNLOADING ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
YOUR USE OF OUR SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR PLATFORM IS AT YOUR OWN RISK. OUR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
We work with third parties, including affiliates, to provide the best financial Services. If you receive information from a third party you bear all risk and responsibility of relying on the information and will not have any claim against us for your reliance on such information.
In consideration for the Services, you will pay us the Service Fees. The Service Fees are charged separately depending on the Service used by you and are set out in the Fee Schedule (highlighted in Schedule 1 below) (which forms part of these Terms) or as otherwise agreed in writing with us.
All amounts payable to us under these Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which you will be responsible for and will pay in full without any set-off, counterclaim, deduction, or withholding unless prohibited by applicable law.
Where you are obliged by the applicable law to deduct withholding tax from any payment made through us:
(a) You will promptly notify us of the requirement.
(b) the Parties will make all necessary filings to ensure the provisions of any applicable tax laws applies to the payment.
(c) You will pay to us such additional amount as will result in the receipt by us of the full amount which would otherwise have been receivable had no withholding or deduction been payable.
(d) You will pay to the relevant authorities the full amount required to be deducted or withheld when due; and
(d) You will promptly forward to us an official receipt (or a certified copy), or other documentation reasonably acceptable to us, evidencing payment to such authorities.
We may deduct any amounts that you owe us from time to time from the funds we collect or receive as part of the Services or from any amount provided as security.
We may, at any time, require that you procure, within thirty (30) days (or such longer period as the Parties agree) after receiving our written request, a guarantee, indemnity, or other security (including the replacement of any existing security) in such form and over such assets as we may reasonably require to secure to its reasonable satisfaction for the performance of its obligations.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected under Nigerian copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Platform for your commercial use only. You must not reproduce, decompile, reverse engineer, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, without our written permission and/or the express, authorized written permission of the copyright owner.
No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by us. Any use of the platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
You are solely responsible for the quality, accuracy, and completeness of any of your materials and shall indemnify us, our affiliates, and our service providers for demand against all losses arising out of or in connection with the use of your materials.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL, WE, OUR AFFILIATES OR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL PROVISIONS OR THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR PLATFORM, ANY PLATFORM LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your user obligations, any use of the Platform, content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.
You undertake that all communication, content, intellectual property, or other information, and materials on the Platform, either marked ‘confidential’ or is by its nature intended to be for your knowledge alone, shall be kept confidential.
Furthermore, any communication, content, intellectual property, or other information, and materials you obtain in terms of or arising from the use of this Platform shall be treated as confidential and shall not be divulged or permitted to be divulged to third parties, without our prior written consent.
Please note that all obligations relating to Confidential Information under this Terms will continue after termination of the Terms of and termination of access rights hereunder.
We may disclose your information to:
(a) any of our branches, subsidiaries, holding companies, associated company, affiliates including any Affiliate or a related entity;
(b) any agent, contractor, or service provider that we engage or propose to engage to carry out or assist us with our functions and activities who is under a duty of confidentiality to keep such information confidential;
(c) participants in the payments system including card schemes, financial institutions, and payments organisations;
(d) any person with whom we enter any assignment, fundraising agreement, share purchase agreement or other commercial agreement who is under a duty of confidentiality to keep such information confidential;
(e) any person to whom information is permitted or required (or expected) to be disclosed by any applicable law or regulation or pursuant to any order of a court;
(f) any referee or representative of yours (including any professional advisor, broker, introducer, attorney or executor);
(g) any third-party provider of collateral, security or credit support (if any);
(h) a credit reference agencies, and, in the event of default, debt collection agencies.
(i) any of your agents you have authorised or who is authorised under law such as an administrator or trustee in bankruptcy or your legal representative; and
(j) any actual or proposed assignee or investor of all or any part of our business and/or assets and/or shares or interests of or in our business.
We reserve the right to terminate these Terms and provision of our service to you, in the event that:
(a) you breach any provision of these Terms
(b) we are required to do so by law.
(c) You become insolvent.
(d) We choose to discontinue the Service being offered or discontinue operating the Platform.
We reserve the right to enforce the obligations contained herein, even when you have uninstalled the Platform or after the termination of these Terms until all your obligations are fulfilled.
Upon termination of these Terms, the rights granted to you under these Terms shall cease to exist. Notwithstanding anything contained in these Terms or otherwise, the termination of these Terms, for any reason whatsoever, shall not affect your obligations, including but not limited to repayment of any outstanding amount(s).
These Terms and all disputes and matters arising from the Platform (or its use) shall be governed by the laws of the Federal Republic of Nigeria.
In the event of a controversy, claim, or dispute arising out of or relating to these Terms, the Parties shall attempt in good faith to resolve such controversy, claim or dispute promptly by negotiation between the Parties or their authorized representatives. You shall, before exploring any other remedy in law, notify us of the dispute or complaint through the contact details. If parties are unable to resolve the controversy, claim or dispute, the parties shall be referred to mediation by a single mediator at the Lagos Multi-Door Courthouse (“LMDC”) under the LMDC Rules and governed by the Lagos Multidoor Courthouse Law.
Each Party agrees that any dispute arising out of or in connection with the Terms will be conducted only on an individual basis and not in a class, consolidated or representative action.
You agree that, except in the case of manifest error, our record of the Services we offered and of transactions carried out through our Platform is conclusive evidence of its contents.
We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether the liability arises under these Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a parallel market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with us.
These Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.
If any provision of the Terms is determined to be invalid, unenforceable, or illegal by any court or tribunal, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable, and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable.
You shall not assign your rights under these Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of these Terms.
We may assign these Terms, in whole or in part, or subcontract our obligations under it, without your consent.
Nothing in these Terms will be construed as creating an agency, a partnership, or joint venture between the Parties, constitute any Party being the agent of the other Party or authorise any Party to make or enter any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
No failure or delay by us to exercise any right or remedy provided under these Terms for applicable law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.
Our pricing for the Services takes the following forms:
(i) Free registration and signing up for the Services.
(ii) Charge on money received: where the sum total of the money you receive in a month is more than $500,000 (Five Hundred Thousand USD) (the “Threshold”) either via bank deposit, transfer, or any other means, we will charge you 0.2% of the money that exceeds the Threshold.
(iii) Transaction: we charge every payout transaction a fee based on the destination,
country and the payout currency. Our fee structure comprises any of the following options:
(i) Fixed price: for example, $5 (Five United States Dollars) per successful transaction;
(ii) A percentage for total transaction size: for example, 0.1% of the total transaction size; or
(iii)A percentage with a minimal fee: for example, if the transaction is below $10 (Ten United States Dollars, then we will charge you $10 (Ten United States Dollars)