Terms and Conditions

Last Updated: June 7, 2025
Introduction: Welcome to ZenfiPay! These Terms and Conditions ("Terms") govern your access to and use of the ZenfiPay website, mobile application, and all associated services (collectively, the "Platform") provided by Zenstack Technologies Ltd (referred to as "we," "us," or "our"). ZenfiPay is a product of Zenstack Technologies Ltd.

Zenstack Technologies Ltd, through its ZenfiPay product, offers a payment platform based in Lagos, Nigeria, with an upcoming Delaware, USA, corporation. We facilitate seamless transfers using email, offer virtual dollar cards for online payments, enable currency swaps, provide tools for sending and requesting money, and offer virtual Naira and foreign bank accounts.

By accessing or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Platform.
1. Definitions: • Account: Your user account with ZenfiPay, accessible via the Platform.

• Platform: ZenfiPay's website, mobile application, and all associated services, owned and operated by Zenstack Technologies Ltd.

• Services: The financial services provided by Zenstack Technologies Ltd through ZenfiPay, including transfers, virtual dollar cards, currency exchange, sending/requesting money, virtual Naira bank accounts, and foreign accounts.

• User/You: Any individual or entity accessing or using the ZenfiPay Platform and Services.

• Transaction: Any financial operation performed through the Platform, such as sending money, receiving money, currency exchange, or virtual card payments.

• KYC: Know Your Customer.

• AML: Anti-Money Laundering.
2. Eligibility and Account Creation: • Age: You must be at least 18 years old to create an Account and use our Services. By using our Services, you represent and warrant that you are at least 18 years old.

• Residency: Our Services are available to users in specific jurisdictions. You must be legally able to enter into contracts and reside in a jurisdiction where Zenstack Technologies Ltd, through ZenfiPay, offers its Services.

• Account Information: You agree to provide accurate, complete, and current information during the registration process and to update such information promptly to keep it accurate and complete.

• KYC/AML Compliance: To comply with global financial regulations, including KYC and AML laws, we will require you to provide specific personal identification information and documents for verification purposes. Your access to certain Services may be restricted until your identity is successfully verified. We reserve the right to request additional information or documentation at any time.

• Account Security: You are solely responsible for maintaining the confidentiality of your Account login credentials (email and password) and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. Zenstack Technologies Ltd will not be liable for any loss or damage arising from your failure to comply with this security obligation.

• One Account: You may only open one Account with ZenfiPay unless explicitly authorized by us.
3. ZenfiPay Services: Zenstack Technologies Ltd, through its ZenfiPay product, offers a range of financial services designed for seamless transactions:

• Transfers: Send and receive money internationally using email addresses. We facilitate the conversion of currencies for these transfers at rates determined by Zenstack Technologies Ltd.

• Virtual Dollar Cards: Obtain virtual dollar cards for online payments. These cards are subject to specific limits, validity periods, and usage restrictions as communicated within the Platform. Virtual cards cannot be used for cash withdrawals.

• Currency Swap: Exchange funds between supported currencies within your ZenfiPay Account. Exchange rates are determined by Zenstack Technologies Ltd and may include a spread.

• Sending/Requesting Money: Easily send money to other ZenfiPay users or request money from them.

• Virtual Naira Bank Accounts: Obtain virtual Naira bank accounts for local deposits and transfers within Nigeria. These accounts operate under specific terms and conditions as detailed in the Platform.

• Foreign Accounts: Access virtual foreign currency accounts (e.g., USD, GBP, EUR) for holding and managing funds in different currencies, subject to availability and specific terms.

Service Limitations and Restrictions:

• All Services are subject to transaction limits (daily, weekly, monthly) which may vary based on your verification level and our internal policies.

• Zenstack Technologies Ltd reserves the right to refuse any Transaction or limit the use of any Service at its sole discretion, especially if there are concerns about fraud, money laundering, or non-compliance with these Terms or applicable laws.

• Not all Services may be available in all jurisdictions.

• Zenstack Technologies Ltd strives for uninterrupted service through ZenfiPay but does not guarantee continuous, uninterrupted, or error-free access to the Platform. Services may be temporarily unavailable due to maintenance, system upgrades, or unforeseen circumstances.
4. Fees and Charges: • You agree to pay all fees associated with your use of the Services, as displayed on our Platform or communicated to you before completing a Transaction.

• Fees may include, but are not limited to, transfer fees, virtual card issuance or maintenance fees, and currency exchange fees (which may be embedded in the exchange rate).

• All fees are subject to change, and we will notify you of any changes in advance, typically through a notice on our Platform or via email.

• For currency exchange transactions, Zenstack Technologies Ltd applies its own exchange rate, which may differ from the interbank rate. This rate may include a spread. You will be shown the applicable exchange rate before you confirm your Transaction.
5. User Responsibilities: • Accuracy of Information: You are responsible for ensuring that all information you provide to Zenstack Technologies Ltd (via ZenfiPay), especially beneficiary details for transfers, is accurate and complete. Zenstack Technologies Ltd will not be liable for losses arising from incorrect information provided by you.

• Compliance: You agree to comply with all applicable laws and regulations in your use of the Platform and Services, including but not limited to AML laws, anti-terrorism financing laws, and data protection regulations.

• Prohibited Activities: You agree not to use the Platform or Services for any unlawful purpose, including but not limited to:
o Fraudulent activities, money laundering, or terrorist financing.
o Transacting in illegal goods or services (e.g., drugs, illegal firearms).
o Gambling activities where prohibited by law.
o Attempting to gain unauthorized access to the Platform or other users' accounts.
o Interfering with the operation of the Platform (e.g., spreading malware, disrupting servers).
o Reverse engineering, decompiling, or disassembling any part of the Platform.
o Any activity that violates these Terms or harms Zenstack Technologies Ltd (including ZenfiPay) or its users.

• Reporting Suspicious Activity: You agree to report any suspicious activity or unauthorized use of your Account to Zenstack Technologies Ltd immediately.

• No Chargebacks/Reversals: You agree not to request chargebacks or initiate reversals of Transactions unless explicitly permitted by Zenstack Technologies Ltd in writing or required by law.
6. Intellectual Property: All content, features, and functionality on the ZenfiPay Platform, including but not limited to text, graphics, logos, icons, images, software, and their selection and arrangement, are the exclusive property of Zenstack Technologies Ltd, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal and non-commercial use of the Services, in accordance with these Terms. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as generally permitted by the Platform's functionality.
7. Disclaimers and Limitation of Liability: • "As Is" Basis: THE ZENFIPAY PLATFORM AND SERVICES ARE PROVIDED BY ZENSTACK TECHNOLOGIES LTD ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZENSTACK TECHNOLOGIES LTD DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

• No Guarantee: Zenstack Technologies Ltd makes no guarantee regarding the accuracy, completeness, reliability, or timeliness of the information or content on the Platform.

• Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZENSTACK TECHNOLOGIES LTD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES, REGARDLESS OF THE LEGAL THEORY, EVEN IF ZENSTACK TECHNOLOGIES LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
o IN NO EVENT SHALL ZENSTACK TECHNOLOGIES LTD'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO ZENSTACK TECHNOLOGIES LTD FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
o Zenstack Technologies Ltd is not responsible for any losses incurred due to incorrect recipient details provided by the user.

• Indemnification: You agree to indemnify, defend, and hold harmless Zenstack Technologies Ltd, its affiliates, officers, directors, employees, and agents from and against any and all 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, any use of the Platform's content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Platform.
8. Account Suspension and Termination: • By Zenstack Technologies Ltd: We may, at our sole discretion, suspend or terminate your Account and access to the Services, with or without notice, for reasons including but not limited to:
o Violation of these Terms or the Privacy Policy.
o Suspected fraudulent, illegal, or unauthorized activity.
o Failure to provide accurate or complete KYC information.
o Non-compliance with any applicable laws or regulations.
o For security reasons or to protect Zenstack Technologies Ltd or other users.
o If required by a court order or regulatory authority.

• By You: You may terminate your Account at any time by contacting our customer support. Any outstanding obligations (e.g., unresolved transactions, fees) must be settled before termination.

• Effect of Termination: Upon termination, your right to use the Services will immediately cease. Any funds remaining in your ZenfiPay Account (if applicable) will be disbursed to you in accordance with our procedures and applicable laws, subject to any outstanding fees or obligations.
9. Dispute Resolution: • Initial Contact: If you have any dispute or complaint relating to the Services, you agree to first contact Zenstack Technologies Ltd's customer support (for ZenfiPay) at [email protected] to seek a resolution. We will make reasonable efforts to resolve your concerns.

• Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. Once the Delaware corporation is established, specific aspects related to that entity and its operations may be governed by the laws of the State of Delaware, USA. We strongly advise you to confirm these details with your legal counsel.

• Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or invalidity thereof, shall be settled by binding arbitration in accordance with the rules of a recognized arbitration body (e.g., Lagos Court of Arbitration or American Arbitration Association, as determined by your legal counsel) agreed upon by both parties. The arbitration shall be conducted in English, and the venue of the arbitration shall be in Lagos, Nigeria (or Delaware, USA, if applicable and agreed upon). The award rendered by the arbitrator(s) shall be final and binding on both parties.

• Class Action Waiver: You agree that any arbitration or proceeding shall be limited to the dispute between Zenstack Technologies Ltd (via ZenfiPay) and you individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
10. Miscellaneous: • Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zenstack Technologies Ltd (regarding ZenfiPay) regarding your use of the Platform and Services.

• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

• Waiver: No waiver by Zenstack Technologies Ltd of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Zenstack Technologies Ltd to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

• Changes to Terms: We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our Platform and updating the "Last Updated" date. We may also notify you via email or through a prominent notice on our Platform prior to the changes becoming effective. Your continued use of the Platform after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the new Terms, you must stop using the Platform.

• Force Majeure: Zenstack Technologies Ltd shall not be liable for any failure or delay in performance under these Terms if such failure or delay is caused by acts of God, war, hostilities, revolution, riots, civil commotion, national emergency, epidemics, pandemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other cause beyond our reasonable control.

• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Zenstack Technologies Ltd may assign or transfer its rights and obligations under these Terms at its sole discretion.
11. Contact Information: If you have any questions about these Terms, please contact us:

Email: [email protected]