PXN Terms and Conditions

1.1 Who we are. PXN is a digital financial and commerce platform owned and operated by IXNote Services Nigeria Limited (RC 1249058) of [registered address] (“PXN”, “we”, “us” or “our”). PXN offers a digital wallet, payments and bill payments, an online marketplace, logistics coordination, business and merchant tools, point-of-sale (POS) and QR services, and related APIs (together, the “Services”), through our mobile apps, websites and other digital channels (the “Platform”).

1.2 Who these Terms apply to. These Terms and Conditions (“Terms”) apply to everyone who uses the Platform, including individuals, buyers, vendors and merchants, delivery partners, corporate customers and developers (each a “User” or “you”).

1.3 Acceptance. By creating an account, clicking “Accept” or similar, or using any Service, you agree to be legally bound by these Terms, our Privacy Policy, our fee schedule and any service-specific terms that apply to you (together, the “Agreement”). If you do not agree, do not use the Platform. Electronic acceptance has the same effect as a handwritten signature to the extent permitted by law.

1.4 Service-specific terms. Some Services (for example merchant, delivery partner, corporate, API, subscription or promotional terms) have additional terms. They apply together with these Terms and prevail over them only for that Service, where they conflict.

1.5 Our role. PXN is a technology platform. Unless we expressly say otherwise: (a) PXN is not a bank; (b) PXN is not the seller of goods listed by vendors; (c) PXN is not the carrier of goods delivered by independent delivery partners; and (d) PXN is not the provider of third-party utility, digital or other services that you pay for through the Platform. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between PXN and any User.

1.6 Changes to these Terms. We may update these Terms from time to time. Where a change is material we will give reasonable notice (in-app, by email or SMS) before it takes effect, unless the change is required by law or is urgent for security reasons, in which case it may take effect immediately. Continuing to use the Platform after the effective date means you accept the updated Terms. If you do not accept them, you must stop using the Platform and may close your account.

2.1 Definitions. In these Terms:

• “Account” means your registered profile on the Platform.
• “Applicable Law” means all laws, regulations, regulatory directives, court orders and industry rules that apply to the Services or to you, including those of the Central Bank of Nigeria (CBN), the Nigeria Data Protection Commission (NDPC) and consumer protection authorities.
• “Buyer” means a User who buys goods or services on the Marketplace, and “Vendor” means a User (including a merchant) who sells them.
• “Delivery Partner” means an independent rider, driver, courier, fleet operator or logistics company that performs deliveries arranged through the Platform.
• “Fees” means any fee, commission, subscription, delivery charge or other amount payable for the Services.
• “Force Majeure Event” means any event beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, strikes, government or regulatory action, power or internet outages, failures of banks, payment networks or cloud providers, and cyber-attacks.
• “KYC” and “KYB” mean Know Your Customer and Know Your Business verification.
• “Marketplace” means the PXN online marketplace; “Wallet” means your PXN digital wallet; and “Transaction” means any attempted or completed monetary activity through the Platform.
• The word “including” means “including without limitation”. Headings are for convenience only.

3.1 Who may use PXN. You must be at least 18 years old and have legal capacity to enter into a binding contract. If you register for a business, you confirm that you are authorised to bind it, and “you” includes that business. We may suspend the account if we reasonably doubt that authority.

3.2 Accurate information. You must give complete, accurate and current information, keep it up to date (name, address, phone, email, bank details, business details and authorised representatives), and provide genuine documents. Each individual may hold one personal account unless we agree otherwise.

3.3 Our right to decline. We may refuse, delay or limit any registration or Service where necessary to comply with law, prevent fraud, manage risk or protect the Platform and, where the law permits, without giving detailed reasons.

3.4 Your account is personal. You may not sell, transfer, rent or share your account, or let anyone else use it, except authorised users of a business account that we have approved.

3.5 Restricted persons and locations. You may not use the Platform if you are subject to sanctions, are barred by law from financial transactions, or are located where a Service is unavailable or prohibited. Services may be available only in selected locations and may vary by account type and verification level.

4.1 KYC and KYB. To comply with law and prevent fraud and financial crime, we may require identity verification before or after you start using the Services. This may include your BVN, NIN, government ID, address, a selfie or liveness check, phone and email verification and, for businesses, CAC documents, TIN, beneficial ownership information and director or representative ID. Higher verification levels may unlock higher limits and more features.

4.2 Ongoing checks. Verification is not a one-time process. We may ask for updated information, source-of-funds or source-of-wealth evidence, or carry out enhanced due diligence at any time. If you do not respond in time, we may restrict, suspend or close your account.

4.3 Third-party verification. You authorise us to verify your information and documents with banks, government databases and agencies, credit bureaus, telecom operators and identity verification providers, in line with data protection law.

4.4 AML, counter-terrorist financing and sanctions. We monitor activity and screen Users and Transactions against sanctions, politically exposed persons and watchlists. We may delay, decline, reverse, freeze or report any Transaction or account that appears suspicious or is required by law, including reporting to regulators and law enforcement, and we may do so without telling you where the law prohibits disclosure.

4.5 False information. Submitting forged, altered, stolen or misleading information is a material breach. We may terminate your account, freeze or reverse affected Transactions where the law permits, report the matter to the authorities and pursue legal remedies.

4.6 Failed verification. If we cannot verify you, we may refuse activation, reduce limits, hold Transactions, or restrict or close the account. We are not liable for losses caused by restrictions properly applied under this section.

5.1 Your responsibility. You are responsible for keeping your password, PIN, OTPs, biometrics, devices and recovery details secure and confidential. Never share them with anyone. PXN staff will never ask for your PIN, password or OTP.

5.2 Report problems immediately. Tell us at once if you suspect unauthorised access, a lost or stolen device, a SIM swap, phishing or any other compromise. Delay may limit our ability to recover funds.

5.3 Authorised Transactions. A Transaction confirmed with your credentials (password, PIN, OTP, biometric or device authentication) is treated as authorised by you, unless it resulted from our error, our systems’ failure or as otherwise provided by Applicable Law.

5.4 Who bears unauthorised losses. You are responsible for losses caused by your own fraud, negligence (for example sharing credentials or OTPs, falling for phishing, or leaving devices unsecured) or failure to report promptly. We are responsible for losses caused by our own systems, staff or failure to act on a report you made in time, and for any losses that Applicable Law requires us to bear.

5.5 Our security measures. We use commercially reasonable technical and organisational safeguards, and we may monitor accounts, suspend access, reset credentials, require extra verification or freeze balances to protect you and the Platform. No system is completely secure, and we do not guarantee that unauthorised access will never occur despite reasonable safeguards.

5.6 Business accounts. Business account holders must control who has access, assign appropriate permissions, remove former staff promptly and are responsible for actions of their authorised users.

6.1 Nature of the Wallet. The Wallet is a payments service that lets eligible Users hold value for use on the Platform, fund it, pay, transfer and receive money through. It is provided [directly by PXN through our licensed partner Polaris Bank Limited. Some features may be subject to the partner’s own terms. The Wallet is not a bank account, and PXN does not act as your bank.

6.2 Customer funds. Wallet balances are held for the benefit of Users in [a designated customer/trust account] with our partner bank, Polaris Bank Limited, a licensed commercial bank in Nigeria, in line with Applicable Law. Wallet balances are kept separate from PXN's own funds, do not belong to PXN, and are not available to PXN's creditors. We do not lend out or use Wallet balances for our own purposes. Some Services are provided with Polaris Bank and may also be subject to its terms.

6.3 Balance. Your displayed balance reflects completed Transactions, less pending items, holds, reversals, Fees and regulatory restrictions. Balances may be adjusted to correct errors after reconciliation.

6.4 No interest. Wallet balances do not earn interest or returns unless we state otherwise in writing.

6.5 Dormant Wallets. If a Wallet is inactive for the period set by Applicable Law or our policy, we may require re-verification, restrict activity, or transfer unclaimed balances where the law requires. We will not take your funds only because an account is dormant, except as the law requires.

6.6 Restrictions. We may restrict Wallet features (limits, holds, withdrawals, funding, freezes) where necessary to comply with law, investigate suspicious activity, manage risk or enforce these Terms.

6.7 Future financial services. We may add products such as cards, savings, lending, insurance, escrow or cross-border payments. They will be governed by these Terms and any product-specific terms.

7.1 Funding the Wallet. You may fund your Wallet using the methods we make available (for example bank transfer, card or payment gateway). You confirm that the funds are lawful, belong to you or that you are authorised to use them, and that the funding method is yours. We may reject, hold or reverse funding that appears unauthorised, suspicious or unverifiable.

7.2 Your payment instructions. You are responsible for the accuracy of every instruction, including the recipient name, account or wallet number, amount, meter, decoder or phone number and provider. We process instructions exactly as given and are not liable for losses caused by incorrect details you supply.

7.3 Finality. Once a Transaction is authorised and processed it is generally final and cannot be cancelled or reversed just because you made a mistake or changed your mind. If you send money to the wrong recipient, tell us immediately. We will make reasonable efforts to help recover it, but we do not guarantee recovery and it depends on the recipient’s bank and applicable rules.

7.4 Processing and delays. Transactions depend on banks, payment networks and other third parties, and may be delayed or fail for reasons outside our control. “Pending” does not guarantee success, and not receiving a confirmation message does not mean a Transaction failed. Check your Transaction history or contact support before repeating a payment.

7.5 Our right to decline or delay. We may decline, delay, suspend or reverse a Transaction where it breaches these Terms or Applicable Law, appears fraudulent or suspicious, exceeds limits, cannot be verified or is subject to a court order or regulatory directive.

7.6 Bill payments and digital services. You can pay for airtime, data, electricity, TV, internet, education, insurance, vouchers and similar services through the Platform. We only facilitate payment: the provider is responsible for delivering the service. Completed and delivered digital products are generally non-refundable, except for duplicate or erroneous payments, non-delivery caused by technical failure, where the provider authorises a reversal, or where the law requires a refund. Provider terms also apply.

7.7 QR, scheduled and recurring payments. Check the merchant and amount before paying by QR. If you set up scheduled or recurring payments you authorise them and must keep sufficient funds; we may skip or cancel a payment where funds are insufficient or verification or regulatory issues arise. You may cancel future payments before they are processed.

7.8 Promotional credits. Promotional credits, cashback and referral rewards have no cash value outside the Platform, may expire, may be non-transferable, and may be withdrawn if obtained through abuse, fraud or a breach of the rules of the promotion.

8.1 Limits. We may set or change Transaction, balance, funding and payout limits based on your verification level, account type, risk profile, Applicable Law and partner requirements. We may reduce or suspend limits immediately where needed to prevent fraud or comply with law; otherwise we will give notice where practicable.

8.2 Fees. Fees apply to some Services (for example transfers, withdrawals, Marketplace commissions, delivery charges, subscriptions and API usage). Where practicable we will show applicable Fees before you confirm a Transaction, and by confirming you authorise us to deduct them. We may change Fees on reasonable notice as set out in these Terms.

8.3 Third-party charges. Banks, card networks, mobile operators, providers and others may charge their own fees. We are not responsible for these charges.

8.4 Taxes. You are responsible for taxes, duties and levies on your use of the Services and your business activity. Where the law requires, we may collect, withhold or remit taxes and statutory charges.

8.5 Recovery of amounts you owe. If you owe us any Fees, chargebacks, penalties, reimbursements or other amounts, we may deduct them from your Wallet or from amounts we owe you, suspend Services until you pay, and use lawful debt recovery measures.

8.6 No circumvention. You may not avoid Fees or limits by splitting Transactions, opening multiple accounts, colluding with others or moving activity off the Platform. We may reverse the Transactions, recover Fees and suspend accounts.

8.7 Foreign exchange. Where a Transaction involves currency conversion, the rate is set by our licensed partners or providers, and additional conversion charges may apply.

9.1 Failed or pending Transactions. A failed Transaction is not a completed payment. Where money is debited but the Transaction fails, we will use reasonable efforts to reverse it automatically within the timeframes required by Applicable Law. Reversal times also depend on banks and payment processors. If an automatic reversal does not happen, we may investigate and reverse manually and may ask for receipts, references or screenshots.

9.2 Errors and mistaken credits. We may investigate and correct errors caused by system faults, duplicate processing, bank or processor mistakes, or human error. If funds are credited to you by mistake, you must tell us and must not spend, transfer or withdraw them. We may reverse the credit, debit your Wallet, offset future payments or place a hold. Knowingly using funds you know were credited in error may be unlawful and we may pursue recovery and report it to the authorities.

9.3 Reporting and disputes. Report unauthorised, failed, duplicate or incorrect Transactions as soon as you become aware, through official support channels and with supporting evidence. We will investigate and respond within a reasonable time and any period that Applicable Law requires. Late reporting may reduce our ability to recover funds, but does not affect rights that the law gives you.

9.4 Refunds. Refunds may be available for duplicate payments, cancelled or undelivered orders, technical failures, unauthorised Transactions where liability rests with us or a provider, vendor-approved refunds, and where the law requires. Marketplace refunds are primarily the vendor’s responsibility under the Marketplace and returns policies; where we hold funds in escrow, we may release or refund them under those policies. Refunds go back to the original payment source or your Wallet.

9.5 Chargebacks. If a card issuer or payment provider reverses a payment, we will cooperate with the investigation and may ask you for information. For merchants, vendors and other commercial Users, we may recover the disputed amount and related fees from Wallet balances, settlements or future payouts, and may suspend the account pending resolution.

9.6 Outcome of investigations. After investigating, we may approve or reject a refund or claim, reverse, recover or release funds, and allocate responsibility between the parties based on the evidence, this Agreement, Applicable Law and payment network rules. This does not limit your right to complain to the regulator or to go to court.

10.1 PXN is an intermediary. The Marketplace connects Buyers and Vendors. The contract for the sale of goods or services is between the Buyer and the Vendor. PXN is not a party to it and is not the seller, manufacturer, importer or distributor of Vendor products, unless a listing states otherwise.

10.2 Listings and information. Vendors create and are responsible for their listings, including descriptions, images, prices, stock and warranties. We do not verify every listing before publication or guarantee accuracy, quality, safety, legality or availability. We may review, reject and remove listings.

10.3 Orders. An order is placed when the Buyer completes checkout and payment. A Vendor may reject or cancel an order for legitimate reasons such as stock, pricing errors, suspected fraud, legal restrictions or delivery limits. We may cancel orders affected by fraud, system errors or policy breaches, and any eligible refund will be processed under these Terms.

10.4 Escrow and release of funds. Where we hold Buyer payments until delivery is confirmed, we release them to the Vendor after confirmation, expiry of the inspection period or resolution of a dispute, less our Fees. Funds may be held longer where we are investigating fraud, a dispute or a legal or regulatory issue.

10.5 Disputes between Buyers and Vendors. We may help resolve disputes and, based on the evidence available (including proof of delivery and communications on the Platform), may decide whether to release, hold or refund funds. This does not remove any statutory right either party has.

10.6 No guarantee of sales. We do not guarantee any level of sales, traffic, ranking, visibility or profit. Visibility may depend on performance, compliance, pricing, ratings and our algorithms.

10.7 No off-platform dealing. Users may not use Platform communication tools to move a transaction off the Platform to avoid Fees or protections, or for spam, harassment or unlawful purposes.

11.1 Eligibility and verification. To sell on the Platform you must complete KYB, hold every licence, permit and registration required for your products (for example NAFDAC or SON approvals where applicable) and comply with Applicable Law, including consumer protection, tax, product safety, advertising, customs and IP laws.

11.2 Product and listing standards. You warrant that your listings are accurate and not misleading; that goods are genuine, safe, lawful, as described and free from undisclosed defects; and that you have the rights to sell and to use all images and content. You are solely responsible for product quality, warranties, recalls and product liability.

11.3 Fulfilment and service. You must keep inventory accurate, only accept orders you can fulfil, process and package orders on time, cooperate with Delivery Partners, respond to Buyers promptly, honour lawful warranties and process eligible returns and refunds.

11.4 Restricted and prohibited products. You may not list illegal, counterfeit, stolen, unsafe, expired, adulterated or infringing goods, or any item on our restricted products list. Some regulated categories (for example medicines, food, alcohol or electronics) require prior approval.

11.5 Commissions, settlement and set-off. We will deduct commissions, Fees, taxes and refunds, chargebacks and penalties from your sales proceeds. We may withhold or delay settlement, or hold a reserve, where needed for risk, suspected fraud, disputes, regulatory requirements or unpaid amounts.

11.6 Performance and enforcement. We may monitor fulfilment, cancellation, complaint, refund and dispute rates and quality. Poor performance or breaches may lead to reduced visibility, delisting, withheld payouts, suspension or termination.

11.7 Your taxes. You are solely responsible for calculating, collecting, filing and paying your taxes, unless the law requires us to do so on your behalf.

12.1 Before ordering. Read the product details, price, delivery information and return conditions before you order. Contact the Vendor or support if you need clarification.

12.2 Payment and delivery details. You must ensure payment details and funds are valid and provide complete and accurate delivery information. We and the Vendor are not responsible for failed or delayed deliveries or extra costs caused by incorrect or incomplete information.

12.3 Inspection and reporting. Inspect goods promptly on delivery. Report visible damage, missing or wrong items or defects through the Platform within the period stated in our returns policy (or, if none, promptly). Late reporting may affect available remedies, subject to your statutory rights.

12.4 Cancellations and returns. You may cancel before the Vendor accepts or dispatches the order, subject to the Vendor’s policy. Returns are governed by our returns policy, the Vendor’s policy (if consistent with law) and Applicable Law. Some goods may not be returnable, such as perishables, personalised items, hygiene, food ordered from restaurants or intimate products, and digital products already delivered.

12.5 Buyer misconduct. You may not submit fraudulent orders, use stolen payment instruments, abuse the dispute or refund process, give false delivery information, abuse Vendors or Delivery Partners, or manipulate reviews. We may restrict or close your account for such conduct.

12.6 Your consumer rights. Nothing in these Terms limits any mandatory consumer rights you have under Applicable Law, including the Federal Competition and Consumer Protection Act.

13.1 How logistics works. PXN coordinates deliveries for Marketplace orders and standalone delivery requests. Deliveries are performed by independent Delivery Partners and third-party logistics providers, and may involve relay hubs, multiple hand-offs and different modes of transport. We are not a carrier unless we expressly say so in a separate agreement.

13.2 Bookings and Fees. A booking is confirmed when you submit it, provide the required information, pay where required and the Platform accepts it. Pricing depends on factors such as distance, weight, size, urgency and demand. Cancellation, redelivery, waiting, storage, return and other charges may apply and will be disclosed where practicable.

13.3 Sender responsibilities. The sender must describe the shipment accurately, declare its value where required, package and label it properly, disclose special handling needs, provide correct addresses and contacts, and make sure the shipment is lawful. Losses caused by inaccurate information, poor packaging or prohibited items are the sender’s responsibility.

13.4 Prohibited items. You may not send items that are illegal, dangerous or restricted, including:

• illegal drugs and controlled substances without lawful authority;
• firearms, ammunition, explosives and weapons;
• hazardous, flammable, corrosive, radioactive or toxic materials;
• counterfeit, stolen or infringing goods, or forged documents;
• cash, negotiable instruments, precious metals or similar high-value assets (unless a dedicated PXN service permits it);
• live animals, human remains and perishable goods (unless we expressly accept them); and
• any item that Applicable Law or our prohibited items policy forbids.

13.5 Inspection and refusal. We and our Delivery Partners may inspect shipments where reasonably necessary to check compliance, protect safety or meet legal obligations, and may refuse, suspend or cancel any shipment. We may report suspected criminal activity, hand prohibited items to the authorities, and recover costs. The sender indemnifies us for losses caused by false declarations or unlawful shipments.

13.6 Delivery times. Delivery estimates are indicative only and are not guaranteed, unless we expressly agree otherwise in writing. Delays can be caused by traffic, weather, security, customs, recipient unavailability and Force Majeure Events.

13.7 Proof of delivery. Delivery may be confirmed by OTP, PIN, QR code, signature, photograph, geolocation, timestamp or in-app confirmation. Delivery is treated as complete once proof of delivery is recorded. If you choose contactless or locker delivery, or a safe-place drop-off, responsibility for the shipment passes to you once delivered under those instructions.

13.8 Failed deliveries and unclaimed shipments. If a delivery fails because of an incorrect address, unavailable or unreachable recipient, refusal or similar reasons, we may re-attempt, return the shipment to the sender or hold it in storage, and may charge fees. If a shipment remains unclaimed after a reasonable period following notice, we may, to the extent the law permits, dispose of perishable or hazardous goods, sell abandoned goods to recover charges and return any balance to the person entitled to it.

13.9 Loss, damage and delay claims. Report claims through the Platform promptly, with the shipment reference, photos, proof of value and any other evidence we reasonably request. Where we are liable, compensation is limited to the lowest of the documented value of the shipment, its declared value and the per-shipment limit shown at booking [PXN to set the standard limit, e.g. ₦ 1000], unless you bought optional shipment protection (in which case the insurance terms apply) or the law requires otherwise. We are not liable where the loss or damage results from inadequate packaging, incorrect information, prohibited items, the nature of the goods, seizure by authorities, Force Majeure Events or the acts of the sender or recipient. A shipment is not compensable merely because it was late. Fraudulent or exaggerated claims will be rejected and may be reported.

13.10 Warehousing and fulfilment. If we provide warehousing, fulfilment, relay hubs, lockers or collection points, those services are subject to any service agreement that applies. Owners of stored goods must have the right to store them and must not store prohibited items. We may audit inventory, charge storage fees, and dispose of abandoned goods after notice in accordance with law.

14.1 Independent contractors. Delivery Partners are independent contractors, not employees, agents or partners of PXN, and decide how they perform deliveries within these Terms and our operational standards. Nothing here creates employment or agency.

14.2 Requirements. Delivery Partners must complete verification (ID, valid licence or permit, vehicle papers, proof of address, bank details), keep vehicles roadworthy and legally registered, maintain the insurance required by law or Platform policy, and comply with all traffic, safety and transport laws. PXN does not provide insurance cover to Delivery Partners or their vehicles unless we expressly say so.

14.3 Care and conduct. Delivery Partners must handle shipments with reasonable care, not open, tamper with or substitute contents, obtain proof of delivery, follow delivery instructions, and behave professionally. Harassment, intoxicated or reckless driving, theft, fraud and demands for unauthorised payments are grounds for immediate removal.

14.4 Liability. A Delivery Partner may be liable for loss or damage caused by negligence, misconduct, theft or breach of procedure, and must cooperate with investigations, accident reports and lawful requests from the authorities.

14.5 Earnings and standards. Earnings are paid according to the applicable pricing schedule, less Fees, taxes and lawful deductions. Delivery Partners are responsible for their own taxes. We may evaluate performance and update operational standards, and may suspend or remove Delivery Partners who breach these Terms or put Users or the public at risk.

15.2 The PXN POS service. The PXN POS is a subscription-based point-of-sale and business management software service. It lets you record sales and inventory in your physical store on your own devices and syncs that data to PXN's online servers, so that you can view your sales and business data through your PXN account online. Unless we expressly enable payment processing for POS transactions, in-store sales are made and paid for directly between you and your customers, outside the Platform. PXN is not a party to those sales, and does not receive, hold or settle those payments. PXN is not responsible for any dispute between you and your customers about them. If we later offer QR or other payment-acceptance features through the POS, they will be subject to additional terms, Fees, settlement rules and payment network rules.

15.3 Licence and registered devices. When you subscribe, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the POS software on the number of devices covered by your plan (the "Licensed Devices"), for your own internal business operations and for the duration of your subscription.

You must register each device you use with the POS. You may not register or use more devices than your plan allows. To add more devices, you must upgrade your plan and pay the applicable Fees.

You must not share login details or licence keys, install or use the POS on unregistered devices, or let people outside your business use it. You must not copy, modify, sell, sublicense, reverse engineer or attempt to bypass device limits or licence controls.

We may monitor device registrations and usage to enforce your plan. If you go over your device limit, we may block the extra devices, restrict access, charge additional Fees for the extra usage from the date it began, or suspend the account.

You may report a replacement of a r if it is lost, stolen or broken Us for replacement on the platform on your account and registering the new one, subject to any limits on how often you can change devices [PXN to set].

You are responsible for the security of your devices, for keeping them updated and for the software you install on them. You must tell us at once if a registered device is lost or stolen so that we can deactivate it. We are not responsible for loss caused by unsecured, compromised or unsupported devices.

We do not supply, repair or support hardware. You are responsible for your own devices, internet connection, power, printers and other peripherals, and for their compatibility with the POS.

We may update the software, and some updates may be required for continued use.

15.4 Data syncing and availability. Data syncing needs a working internet connection, power and a compatible device. Sales recorded while you are offline sync when the device reconnects. Syncing may be delayed, may fail or may show conflicts, and we do not guarantee real-time syncing. You are responsible for checking that your data has synced and for exporting or backing up important records. Subject to Section 21 (Limitation of Liability), we are not liable for missing, delayed or inaccurate data caused by connectivity or power problems, device failure, unsynced data, user error or third-party service failures.

15.9 Subscriptions and licence fees. Paid subscription plans are priced by plan and the number of Licensed Devices. They renew automatically for the same period unless you cancel before renewal, and Fees are charged in advance. Except where the law requires otherwise, Fees are not refundable for the period already started. Upgrading adds devices from the time you upgrade and any extra Fees are payable immediately. Downgrading takes effect at the next renewal unless we say otherwise, and you must deregister devices that exceed the lower limit. If a payment fails, we may suspend your access or restrict cloud syncing and reporting after [a grace period of days]. We will keep your Business Data available for export for the period in Section 15.5. We may change plan features, device limits or prices on [30] days' notice.

16.1 General standard. Use the Platform lawfully, honestly and respectfully, and only for its intended purpose.

16.2 You must not:

• break any law or use the Platform for money laundering, terrorist financing, fraud, tax evasion, bribery, identity theft, scams or any other unlawful purpose;
• provide false information, impersonate anyone, or use another person’s account, card or bank details without authority;
• list, sell, send or buy prohibited or illegal goods or services;
• harass, threaten, discriminate against or abuse other Users, Delivery Partners or PXN staff;
• upload malware, send spam or phishing messages, or scrape, crawl or use bots without our written permission;
• reverse engineer, copy, modify or attack the Platform, or bypass security, verification, limits, Fees or other controls;
• post fake reviews, manipulate ratings or prices, or abuse promotions or referral schemes;
• create multiple or duplicate accounts to evade restrictions or limits; or
• infringe anyone’s intellectual property, privacy or other rights.

16.3 Consequences. If you breach this section or any other part of these Terms, we may remove content, cancel Transactions, restrict or suspend your account, withhold payouts where the law allows, terminate your account, report you to the authorities and take legal action. These rights are in addition to any others we have.

16.4 Investigations. You must cooperate reasonably with our investigations, including by providing documents and explaining Transactions.

17.1 PXN’s intellectual property. PXN and its licensors own all rights in the Platform, including software, code, APIs, designs, data, content, trademarks, logos and trade names (including “PXN”, “PXN Wallet”, “PXN Marketplace”, “PXN Logistics” and “IXNote Services”). We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended lawful purpose. All other rights are reserved.

17.2 Restrictions. You may not copy, distribute, modify, sell, sublicense or create derivative works from the Platform, remove notices, or use our trademarks in a way that implies endorsement or causes confusion without our written permission.

17.3 Your content. You keep ownership of the content you upload (such as listings, images, logos, reviews and documents). You grant PXN and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, display, adapt, format and distribute it to operate, secure, improve and promote the Platform and the Services, and to comply with law. You confirm that you have the rights to do so.

17.4 Content standards and moderation. Your content must be lawful, accurate, non-infringing and free of malware. We may, but are not obliged to, review, moderate, restrict or remove content and are not responsible for content created by Users.

17.5 Reviews. Reviews must be honest and based on genuine experience. We may remove reviews that break these Terms.

17.6 IP complaints. If you believe content on the Platform infringes your rights, send a written notice to [email protected] identifying the work, the location of the content, your contact details and a good-faith statement that the complaint is accurate. We may remove content while we investigate and may allow a counter-notice from the affected User.

17.7 Feedback. If you give us ideas or feedback, you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use it without compensation or attribution.

18.1 Third-party services. The Platform relies on third parties such as banks, payment processors, telecom operators, cloud and mapping providers, identity verification providers, logistics partners and utility or digital service providers. We are not responsible for their acts, omissions or outages, except where we were negligent in selecting or managing them or the law requires otherwise.

18.2 Availability. We work to keep the Platform available but do not guarantee uninterrupted or error-free service. Service may be interrupted for scheduled or emergency maintenance, updates, security incidents, third-party failures, regulatory requirements or Force Majeure Events. Where practicable we will give notice of planned maintenance.

18.3 Changes to the Services. We may add, change, suspend or discontinue features or Services, and change technical requirements, at any time. Where a change materially affects you, we will give reasonable notice where practicable, unless immediate action is needed for security, legal or operational reasons.

18.4 Updates and compatibility. You must keep the app updated and use compatible devices, software and internet connections. Some updates may be mandatory for continued access.

18.5 Beta features. Beta or experimental features are offered “as available”, may contain errors or change or end without notice, and are used at your own risk.

18.6 AI features. Where we offer AI-based features, their outputs may be inaccurate or incomplete and should be verified before you rely on them. You remain responsible for your decisions.

19.1 Closing your account. You may ask to close your account at any time. Before closing, you may need to complete pending Transactions, resolve disputes, pay what you owe and withdraw available balances (subject to law). We may keep records after closure as the law requires.

19.2 Suspension and termination by PXN. We may suspend, restrict or terminate your account or any Service, temporarily or permanently, if we reasonably believe that you:

• have breached these Terms or any policy;
• gave false or incomplete information or failed verification;
• have engaged in or are suspected of fraud, money laundering, sanctions evasion or other unlawful activity;
• pose a security, legal, financial, operational or reputational risk to PXN or other Users;
• have abused Users, Delivery Partners or staff, manipulated reviews or Transactions, or infringed IP;
• have repeatedly failed to fulfil obligations as a Vendor or Delivery Partner; or
• we are required to do so by law, a court or a regulator.

19.3 Notice. Where practicable and lawful we will tell you the general reason for the action. We may act immediately and without prior notice where needed to prevent loss, protect safety or the Platform, or comply with law.

19.4 Holds. We may place holds on funds, Transactions or shipments where required by AML or sanctions law, court orders, regulatory directives or investigations, for as long as reasonably necessary.

19.5 Effect of termination. On termination, your access ends and outstanding obligations remain. We may complete or cancel pending Transactions, deduct amounts you owe, process refunds and, after verification and subject to legal restrictions, return your remaining eligible Wallet balance.

19.6 Appeals. If you think an action was taken in error, contact support to appeal. We will review it within a reasonable time, but an appeal does not guarantee reinstatement.

19.7 No waiver. Failing to act immediately on a breach does not stop us from acting later.

20.1 Services provided “as available”. To the fullest extent permitted by law, the Platform and Services are provided “as is” and “as available”. We do not warrant that the Platform will be uninterrupted, error-free or free from harmful code, that every Transaction will succeed, or that all content is accurate or complete.

20.2 No professional advice. Information on the Platform is general and is not legal, financial, tax, investment, medical or other professional advice.

20.3 Third parties. We do not control and are not responsible for the conduct, products, services or content of Vendors, Buyers, Delivery Partners, providers or other Users. Users deal with each other at their own risk and discretion. We may investigate misconduct but cannot promise to detect or prevent all of it.

20.4 Estimates. Delivery times, exchange rates, Transaction times and similar information are estimates unless expressly guaranteed.

20.5 Non-excludable rights. Nothing in these Terms excludes or limits any right or liability that cannot lawfully be excluded or limited.

21.1 Excluded losses. To the fullest extent permitted by law, PXN is not liable for indirect, incidental, special, consequential, punitive or exemplary loss, or for loss of profit, revenue, business, opportunity, goodwill, reputation or data, or business interruption.

21.2 Overall cap. Subject to the next clause, PXN’s total liability arising out of or relating to the Services or this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the greater of (a) the Fees you paid to PXN for the specific Service that gave rise to the claim in the 12 months before the event, and (b) ₦30,000.

21.3 What the limits do not cover. The exclusions and cap in this section do not apply to liability for fraud or wilful misconduct, death or personal injury caused by negligence, our obligation to return your Wallet funds, losses from unauthorised Transactions for which we are responsible under these Terms, or any liability that cannot lawfully be limited or excluded.

21.4 Mitigation. You must take reasonable steps to limit your losses. Recoverable damages may be reduced where you fail to do so.

21.5 Enterprise agreements. A separate written enterprise agreement may set different liability terms for that customer.

21.6 Fair allocation of risk. These limits reflect a fair allocation of risk and are a basis on which we provide the Services. Nothing in these Terms limits your mandatory consumer rights.

22.1 Your indemnity. To the extent permitted by law, you will indemnify, defend and hold harmless PXN, IXNote Services Nigeria Limited, its affiliates, directors, officers, employees, agents and licensors from claims, losses, liabilities, fines, penalties and costs (including reasonable legal fees) arising from your breach of these Terms or any law, your fraud or unlawful conduct, false information, misuse of the Platform or APIs, your content or listings, or infringement of another person’s rights.

22.2 Vendors, Delivery Partners and business Users. In addition, Vendors indemnify us for claims relating to their products, listings, counterfeit or unsafe goods, recalls, warranties, taxes and regulatory compliance. Delivery Partners indemnify us for losses caused by their negligence, misconduct, theft, unlicensed operation or false proof of delivery. Business and API Users indemnify us for losses caused by unauthorised or unlawful use of their accounts, integrations or access.

22.3 Limits and procedure. You are not required to indemnify us for losses caused by our own negligence, fraud or wilful misconduct. We will give you reasonable notice of a claim, and you must cooperate. We may take control of the defence of any claim, and neither party will settle a claim in a way that imposes obligations on the other without consent, which will not be unreasonably withheld.

23.1 Governing law. These Terms are governed by the laws of the Federal Republic of Nigeria, unless mandatory law or a separate written agreement provides otherwise (for example for enterprise customers or services outside Nigeria).

23.2 Steps to resolve a dispute. If a dispute arises, the parties will first try to resolve it in good faith. Please contact support with the details. If it is not resolved within 30 days of written notice, the parties will consider mediation in Nigeria (or another agreed place), in English.

23.3 Arbitration. If mediation fails or is not used, and where the law allows arbitration, the dispute will be finally resolved by arbitration under the Arbitration and Mediation Act 2023, seated in Abuja, Nigeria, in English, before a single arbitrator, and the award will be final and binding.

23.4 Courts and urgent relief. Either party may go to a competent court to enforce an arbitral award, obtain urgent interim relief, or where arbitration is unavailable or the law requires court proceedings. PXN may seek urgent injunctions to prevent fraud, unauthorised access, cyber-attacks, IP infringement or misuse of the Platform. Otherwise, the Nigerian courts have jurisdiction.

23.5 Consumers. Nothing in this section removes rights that consumers cannot lawfully waive, including the right to complain to or seek redress from the CBN, the Federal Competition and Consumer Protection Commission (FCCPC), the NDPC or another competent authority or court.

23.6 Individual claims and costs. Where the law allows, disputes will be resolved individually and not as class or representative actions. Each party bears its own costs unless the tribunal, court or law provides otherwise.

23.7 Cross-border services. If we offer Services outside Nigeria, additional local dispute terms may apply, and mandatory local law prevails over these Terms.

24.1 Entire agreement and precedence. This Agreement is the entire agreement between you and PXN about the Platform and replaces earlier understandings. If documents conflict, the order of priority is: mandatory law; a negotiated enterprise agreement; service-specific terms; these Terms; promotional terms.

24.2 Force majeure. PXN is not liable for delay or failure caused by a Force Majeure Event and will use reasonable efforts to resume Services as soon as practicable.

24.3 Notices. We may give notices by email, SMS, in-app or push notification, on the Platform or by other contact details you gave us. A notice is treated as received when sent to your latest contact details or, for general notices, when published on the Platform. You must keep your contact details current.

24.4 Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to an affiliate or a successor, including in a merger, acquisition, restructuring or financing, without reducing your mandatory rights.

24.5 Severability and waiver. If any part of these Terms is found invalid or unenforceable, the rest remains in force and the invalid part will be applied to the maximum extent allowed by law. A waiver by PXN is effective only if made in writing, and a failure or delay in enforcing a right is not a waiver.

24.6 Third parties and language. Only you and PXN may enforce these Terms, unless the law provides otherwise. These Terms are in English, which prevails over any translation.

24.7 Survival. Provisions that by their nature should continue after termination will survive, including those on payments and amounts owed, IP, privacy and data retention, indemnity, limitation of liability, disputes, governing law and record-keeping.

24.8 Effective date. These Terms take effect on 30th September 30, 2026

25.1 Contact us. IXNote Services Nigeria Limited, Suite 13, No.1 Ibrahim Taiwo Rd, Jos, Plateau Sate, Nigeria Email: [email protected]. Other channels may be published in the app or on our website (https://pxnapp.com/contact/).

25.2 Complaints. Please contact support first. We will acknowledge and try to resolve complaints within the timelines set by Applicable Law. If you are not satisfied with our response, you may escalate to the CBN Consumer Protection Department, the FCCPC or another competent authority.