DAlphaPay USER AGREEMENT
1. ABOUT THIS AGREEMENT
This User Agreement (“Agreement”) governs your access to and use of DAlphaPay, including the DAlphaPay website, mobile applications, payment interfaces, APIs and other services made available by DAlpha Company SL Limited (“DAlphaPay”, “we”, “us” or “our”).
By creating an account, accessing DAlphaPay, or using a DAlphaPay service, you agree to this Agreement and any documents expressly incorporated into it. If you do not agree, you must not use the service.
Some DAlphaPay services may be subject to additional terms. These may include a Merchant Agreement, Agent Agreement, Developer/API Terms, Fees Schedule, Acceptable Use Policy, Privacy Policy, Customer Protection Policy, Remittance Terms, FX Terms, Card Terms, or promotion-specific terms. If an additional term applies to a particular service, it will be presented to you before or at the time the service is used.
2. DAlphaPay'S CURRENT SERVICE STATUS
DAlphaPay is being developed as digital payment infrastructure that may support payment initiation, payment processing, merchant services, payment APIs and related financial technology services through authorised partners and regulated arrangements.
At the current product stage, DAlphaPay is an MVP and is continuing discussions with banks, payment service providers, mobile money operators, switches, technology providers and other partners. DAlphaPay does not currently represent by this Agreement that it independently holds customer funds or provides every financial service described on its website, application, roadmap or marketing materials.
Where a transaction or financial service is provided through a bank, mobile money operator, card network, payment service provider, remittance provider, switch, or other regulated partner, that partner may have additional terms, fees, limits, responsibilities and dispute procedures. You agree to comply with the applicable partner terms.
DAlphaPay may change, restrict, postpone or discontinue a feature where required by law, regulation, a regulator, a partner, security considerations, technical limitations or legitimate business reasons.
3. ELIGIBILITY AND ACCOUNT REGISTRATION
You must provide accurate, complete and current information when creating and maintaining a DAlphaPay account. You must promptly update information that becomes inaccurate or incomplete.
DAlphaPay may require identity, contact, business, beneficial ownership, source-of-funds or other information before allowing you to access particular services.
Individual users must meet the minimum age and legal-capacity requirements applicable to the service and jurisdiction.
Businesses must provide accurate business registration, ownership, authorised-user and beneficial-ownership information when requested.
You may not create or maintain an account using a false identity or another person's identity without lawful authority.
DAlphaPay may refuse an application or restrict an account where required for legal, regulatory, risk, security or operational reasons.
4. IDENTITY, KYC, KYB AND COMPLIANCE
You authorise DAlphaPay and, where applicable, its regulated partners and service providers to verify information supplied by you. Verification may include identity verification, National Identification Number (NIN) verification where applicable, business verification, beneficial-owner verification, sanctions screening, politically exposed person screening, fraud checks, transaction monitoring and other lawful compliance checks.
DAlphaPay may request additional information or documentation when required by applicable law, regulation, risk controls, a partner, or a legitimate compliance review. Failure to provide requested information may result in refusal, suspension or limitation of a service.
DAlphaPay may delay, reject, restrict or report a transaction where it reasonably believes that doing so is necessary to comply with applicable law, regulatory requirements, sanctions obligations, anti-money laundering and counter-terrorist-financing requirements, fraud controls, court orders, or partner rules.
5. ACCOUNT SECURITY
You are responsible for protecting your password, PIN, OTPs, authentication devices, recovery codes, SIM card, email account and other credentials used to access DAlphaPay.
Never disclose an OTP, PIN, password or authentication code to another person, including someone claiming to be a DAlphaPay employee.
Use a secure device and keep your operating system, application and security software reasonably up to date.
Notify DAlphaPay immediately if your phone, SIM, email account, authentication device or credentials are lost, stolen or compromised.
You must not knowingly allow another person to operate your account unless DAlphaPay has expressly authorised the relevant user or role.
You remain responsible for transactions resulting from your intentional sharing of credentials, fraud, or failure to take reasonable security precautions, subject to applicable law and DAlphaPay's Customer Protection Policy.
6. TRANSACTIONS
A transaction may pass through several stages, including initiated, submitted, accepted, pending, completed, failed, rejected, reversed or refunded. A transaction is not necessarily final merely because it appears in the application.
DAlphaPay may provide an estimated transaction time, but processing and settlement times may depend on banks, mobile money operators, payment networks, switches, merchants, regulators, fraud checks, system availability and other third parties.
Unless a service specifically permits cancellation, a payment may become irreversible once submitted or accepted for processing. You should carefully verify the recipient, amount, currency and transaction details before confirming a payment.
7. WRONG RECIPIENTS AND CUSTOMER ERRORS
If you enter an incorrect account number, phone number, merchant identifier, wallet address, email address, amount or other transaction information, DAlphaPay may not be able to reverse the transaction.
Where technically and legally possible, DAlphaPay may attempt to assist with a recovery request. Recovery is not guaranteed and may depend on the recipient, partner institution, transaction status and applicable law.
An ordinary customer mistake is not automatically an unauthorised transaction. Customers should review transaction details carefully before confirmation.
8. FEES, LIMITS AND CURRENCY
Applicable fees will be disclosed through the DAlphaPay application, website, fee schedule, transaction interface or applicable service terms before or at the relevant point of use, except where a later fee is permitted by the applicable agreement or law.
DAlphaPay may impose or apply transaction, account, merchant, agent, withdrawal, deposit, settlement, API, foreign exchange, cross-border or other limits. Limits may vary according to customer type, KYC level, transaction risk, partner requirements, currency, channel and applicable law.
Where currency conversion is offered, the applicable exchange rate, conversion fee or spread will be disclosed through the relevant service where practicable. DAlphaPay does not guarantee that a displayed exchange rate will remain available until a transaction is completed.
DAlphaPay will comply with applicable Sierra Leone requirements concerning the use, quotation and settlement of foreign currency.
9. UNAUTHORISED TRANSACTIONS AND ACCOUNT COMPROMISE
An unauthorised transaction is a transaction that you did not authorise and that was not otherwise validly initiated on your behalf. You must report suspected unauthorised activity immediately through DAlphaPay's designated customer-support channel.
When you report an unauthorised transaction, DAlphaPay may ask for information needed to investigate the incident. We may temporarily restrict the account, device, payment method or transaction capability while investigating.
DAlphaPay will investigate reported unauthorised transactions in accordance with applicable law, regulatory requirements, partner rules and its Customer Protection Policy. Where DAlphaPay or an applicable regulated partner is responsible for a loss, the customer will receive the protection or reimbursement required by applicable law and the applicable service terms.
A claim may be denied or adjusted where the evidence shows fraud, intentional misconduct, deliberate credential sharing, gross negligence where legally relevant, or another circumstance for which the customer is responsible under applicable law. Nothing in this section removes rights that cannot lawfully be excluded.
10. ERRORS, FAILED TRANSACTIONS AND REVERSALS
If you believe DAlphaPay has made a processing error, incorrectly recorded a transaction, charged an incorrect fee, duplicated a transaction, failed to process a transaction correctly, or otherwise made an operational error, notify us as soon as reasonably possible.
DAlphaPay will review the report and may request transaction references, screenshots, receipts, statements or other evidence. If an error is confirmed, DAlphaPay will take the corrective action required under applicable law, partner rules and the applicable service terms.
A transaction may be reversed or refunded where it was invalid, duplicated, fraudulent, rejected, technically unsuccessful, subject to a chargeback, required by a partner, or otherwise required by law or the applicable service terms.
11. CUSTOMER COMPLAINTS
DAlphaPay will maintain a customer complaints process appropriate to the services it provides. Customers should first contact DAlphaPay through the designated support channel published in the application or website.
A complaint should, where possible, include the customer's name, account or transaction reference, date of the event, description of the problem, supporting evidence and the remedy requested.
DAlphaPay will acknowledge and investigate complaints within the timeframes applicable to the relevant service and law. Where a complaint concerns a regulated partner, DAlphaPay may refer or coordinate the complaint with that partner.
Nothing in this Agreement prevents a customer from exercising a legal or regulatory right to complain to a competent authority.
12. RESTRICTED AND PROHIBITED USE
You must not use DAlphaPay to conduct or facilitate unlawful, fraudulent, deceptive, abusive or prohibited activity.
money laundering, terrorist financing, sanctions evasion or proceeds of crime;
fraud, phishing, identity theft, impersonation or unauthorised access;
transactions involving prohibited goods or services under applicable law;
counterfeit goods, stolen property or intellectual-property infringement;
harassment, threats or unlawful abuse of other users;
false, misleading or materially incomplete information;
attempts to bypass transaction, KYC, security or account limits;
unauthorised testing, reverse engineering, interference, scraping or security attacks against DAlphaPay systems;
use of DAlphaPay in a manner that creates unreasonable risk to DAlphaPay, its partners, customers or payment networks.
DAlphaPay may refuse, suspend, restrict or report activity that it reasonably believes violates this Agreement, applicable law, regulatory requirements or partner rules.
13. HOLDS, LIMITATIONS AND SECURITY MEASURES
DAlphaPay may place a temporary hold, limitation or review on an account or transaction where reasonably necessary for fraud prevention, security, compliance, investigation, dispute handling, technical reconciliation, partner requirements, court orders, regulatory instructions or other legitimate purposes.
Where permitted, DAlphaPay will communicate the reason for a limitation and the steps required to resolve it. DAlphaPay will not be required to disclose information where disclosure would compromise fraud controls, security measures, a law-enforcement investigation, regulatory process or another legal obligation.
14. ACCOUNT SUSPENSION AND TERMINATION
You may stop using DAlphaPay and request closure of your account subject to unresolved transactions, legal obligations, investigations, disputes, outstanding amounts and applicable service terms.
DAlphaPay may suspend, restrict or terminate access where reasonably necessary because of a breach of this Agreement, suspected fraud or unlawful activity, security risk, regulatory requirement, partner action, inaccurate information, prolonged inactivity, or other legitimate risk or operational reasons.
Termination does not automatically extinguish obligations that arose before termination. Provisions concerning liability, intellectual property, confidentiality, dispute resolution, unpaid amounts, compliance, records and other provisions intended by their nature to survive will continue after termination.
15. CUSTOMER FUNDS AND THIRD-PARTY FINANCIAL SERVICES
DAlphaPay will not represent that money displayed, processed or referenced through a DAlphaPay interface is a deposit with DAlphaPay unless the relevant service is lawfully authorised and the applicable terms expressly state so.
Where funds are held, safeguarded, settled or transferred by a regulated bank, mobile money operator, payment service provider, card issuer, remittance provider or other authorised institution, the legal treatment of those funds will be governed by the applicable regulatory framework, partner agreement and service terms.
DAlphaPay will not use this Agreement to create an investment product, deposit product, lending product or other regulated financial product unless that product has the required legal and regulatory basis.
16. THIRD-PARTY SERVICES
DAlphaPay may rely on third-party infrastructure and regulated partners, including banks, mobile money operators, payment processors, switches, card networks, identity providers, cloud providers and communication providers.
Third-party services may be subject to separate terms, service availability, fees, limits and operational rules. DAlphaPay is not responsible for matters outside its reasonable control, subject to applicable law and any liability that cannot lawfully be excluded.
17. SERVICE AVAILABILITY AND SECURITY
DAlphaPay aims to provide reliable and secure services but does not guarantee uninterrupted or error-free availability. Services may be unavailable or degraded because of maintenance, upgrades, telecommunications failures, internet outages, cyber incidents, partner outages, power failures, regulatory action, force majeure or other events.
DAlphaPay may conduct planned maintenance and emergency security measures. Where reasonably practicable, DAlphaPay will provide notice of significant planned interruptions.
18. INTELLECTUAL PROPERTY
DAlphaPay and its licensors own the DAlphaPay name, logos, software, user interfaces, documentation, APIs, designs, databases, content and other intellectual property used to provide the services, except third-party materials and content owned by users or other rights holders.
Subject to this Agreement, DAlphaPay grants you a limited, non-exclusive, non-transferable and revocable right to use the DAlphaPay application and services for their intended lawful purpose. You may not copy, sell, sublicense, reverse engineer, modify, distribute or commercially exploit DAlphaPay technology except where expressly authorised in writing or permitted by law.
Separate Developer/API Terms should govern API keys, SDKs, sandbox access, production credentials, rate limits, webhook security, developer responsibilities and integration requirements.
19. USER CONTENT AND COMMUNICATIONS
You remain responsible for information, documents, business descriptions, logos or other materials that you submit to DAlphaPay. You grant DAlphaPay the limited rights reasonably necessary to store, process, display and transmit that content to provide the services, comply with law, prevent fraud and operate the platform.
DAlphaPay may send service messages, security alerts, transaction notifications, regulatory notices and other necessary communications. Marketing communications will be handled in accordance with applicable law and your available communication preferences.
20. PRIVACY AND DATA PROTECTION
DAlphaPay's collection, use, storage, sharing and protection of personal data are governed by the DAlphaPay Privacy Policy, as updated from time to time in accordance with applicable law.
DAlphaPay may process personal data to provide services, verify identity, prevent fraud, comply with legal and regulatory obligations, operate security systems, process transactions, provide customer support, improve services and perform other lawful purposes described in the Privacy Policy.
The Privacy Policy is intended to be a separate document and should not be replaced by a short privacy clause in this Agreement.
21. RECORDS AND AUDIT TRAILS
DAlphaPay may maintain records of account activity, transactions, communications, complaints, fraud investigations, security events and compliance reviews for the periods required by applicable law, regulation, partner obligations or legitimate business requirements.
Transaction records and electronic records may be used as evidence of activity, subject to applicable law.
22. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, DAlphaPay will not be liable for indirect, incidental, special, consequential or punitive losses arising from your use of the services, except where such exclusion is prohibited by law.
Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, or any other liability that cannot lawfully be excluded or limited. Nothing in this Agreement removes mandatory customer-protection rights or regulatory protections.
DAlphaPay's liability for a particular transaction or service may also be governed by the applicable partner terms and the mandatory rules of the relevant payment system or financial institution.
23. INDEMNITY
To the extent permitted by law, you agree to compensate DAlphaPay for losses, claims, reasonable costs or liabilities arising directly from your fraud, unlawful conduct, intentional misuse of the services, or material breach of this Agreement. This provision does not require you to indemnify DAlphaPay for losses caused by DAlphaPay's own fraud, wilful misconduct or liability that cannot lawfully be transferred to you.
24. DISPUTE RESOLUTION
Customers should first use the DAlphaPay complaints process so that the issue can be investigated and resolved where possible.
If a dispute cannot be resolved through the complaints process, the parties may use any court, regulator, statutory complaint mechanism, mediation or other dispute-resolution process available under Sierra Leone law. Any arbitration provision should only be included after review by Sierra Leone-qualified counsel to confirm that it is enforceable, appropriate for consumers and consistent with mandatory consumer-protection rules.
Nothing in this Agreement prevents a customer from exercising a statutory right or seeking relief from a competent regulator or court where the law provides such a right.
25. GOVERNING LAW
Unless mandatory law requires otherwise, this Agreement is governed by the laws of Sierra Leone. Mandatory regulatory requirements, payment-system rules and applicable laws of another jurisdiction may apply to particular transactions or services.
26. CHANGES TO THIS AGREEMENT
DAlphaPay may update this Agreement to reflect changes in services, law, regulation, security requirements, partner arrangements or business operations. Where a change materially affects customer rights or obligations, DAlphaPay will provide notice through an appropriate channel where required.
The updated Agreement will state its effective date. Continued use of the affected service after the effective date may constitute acceptance to the extent permitted by law.
27. ASSIGNMENT
You may not transfer your rights or obligations under this Agreement without DAlphaPay's prior written consent, except where applicable law permits otherwise. DAlphaPay may transfer or assign this Agreement as part of a restructuring, merger, acquisition, sale of assets, or transfer of the relevant service, subject to applicable law and regulatory requirements.
28. SEVERABILITY
If any provision of this Agreement is found to be unlawful, invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in effect.
29. NO WAIVER
A failure or delay by DAlphaPay to enforce a provision does not constitute a waiver of that provision or of DAlphaPay's right to enforce it later.
30. ENTIRE AGREEMENT
This Agreement, together with the documents expressly incorporated into it, forms the agreement between you and DAlphaPay concerning the relevant services and replaces prior versions concerning the same subject matter, except where a separate written agreement expressly governs a specific service.