Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Monigo ("Monigo," "we," "us," or "our") governing your access to and use of the Monigo platform, website, APIs, and related services (collectively, the "Services").

By creating an account, accessing, or using our Services, 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, you must not access or use our Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.

2. Service Description

Monigo is a financial operating system that provides usage-based billing and event-driven payout automation for African platforms. Our Services include:

• Event Ingestion: Real-time metering and tracking of billable events through our API
• Usage-Based Billing: Automated calculation, invoicing, and collection based on metered usage
• Payout Automation: Event-driven bulk transfers and payout management
• Payment Provider Integration: Secure integration with Paystack, Flutterwave, and Monnify using your own API keys
• Reporting and Analytics: Real-time dashboards, reports, and usage insights
• API Access: RESTful APIs and SDKs for seamless integration

Monigo acts as a technical service provider and does not hold, custody, or process funds directly. All payments are processed through your connected payment provider accounts.

3. Eligibility and Account Registration

3.1 Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Operate a legitimate business or organization
• Not be prohibited from using our Services under applicable laws
• Have a valid account with a supported payment provider (Paystack, Flutterwave, or Monnify)

3.2 Account Registration

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that your use of the Services complies with all applicable laws and regulations

3.3 Organization Accounts

You may create organization accounts and invite team members. You are responsible for all actions taken by users within your organization and must ensure they comply with these Terms.

4. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights
• Engage in fraudulent, deceptive, or misleading practices
• Process payments for illegal goods, services, or activities
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to compete with Monigo or develop competing products
• Scrape, crawl, or harvest data from the Services without authorization
• Overload or interfere with the proper functioning of the Services
• Resell or redistribute the Services without our written consent
• Use the Services for high-risk activities (e.g., nuclear facilities, life support systems, aircraft navigation)
• Violate export control laws or sanctions regulations

We reserve the right to investigate and take appropriate action against anyone who violates this policy, including suspending or terminating accounts without notice.

5. Payment Terms and Billing

5.1 Pricing Model

Monigo operates on a usage-based pricing model. Fees are calculated based on:

• Event Ingestion: Charged per 1,000 billable events ingested through our API
• Revenue Share: A percentage of transaction volume processed through the platform (where applicable)
• Subscription Fees: Monthly or annual recurring fees based on your selected plan
• Additional Features: Premium features, add-ons, or enterprise services as agreed

Current pricing is available at monigo.co/pricing. We reserve the right to modify pricing with 30 days' notice to existing customers.

5.2 Billable Events

A "Billable Event" is defined as any event successfully ingested and processed by our API that returns an HTTP 200 or 202 response. The following are NOT billable:

• Events rejected due to validation errors (HTTP 400)
• Authentication failures (HTTP 401)
• Duplicate events filtered by idempotency keys
• Events rejected due to rate limiting (HTTP 429)

5.3 Billing Cycle and Payment

Invoices are generated monthly based on your usage during the billing period. Payment is due within 7 days of invoice date. You authorize us to:

• Charge your designated payment method for all fees owed
• Use your connected payment provider to process Monigo platform fees
• Apply late fees of 2% per month on overdue balances

5.4 Free Tier and Limits

Free tier accounts include a monthly allowance of events. Usage beyond the free tier is subject to standard pricing. Free tier limits may be modified with notice.

5.5 Taxes

All fees are exclusive of applicable taxes (including VAT, sales tax, or other governmental charges). You are responsible for all taxes except those based on Monigo's net income.

5.6 Refunds

Fees are non-refundable except as required by law or as expressly stated in these Terms. We may provide refunds or credits at our sole discretion.

6. API Usage and Rate Limits

6.1 API Access

We provide API access for event ingestion, customer management, billing operations, and other platform features. You must:

• Use API keys securely and never expose them in client-side code or public repositories
• Implement proper error handling and retry logic with exponential backoff
• Use idempotency keys to prevent duplicate event processing
• Follow API documentation and best practices

6.2 Rate Limits

To ensure platform stability and fair usage, we enforce rate limits:

• Standard Tier: 1,000 requests per minute per API key
• Professional Tier: 5,000 requests per minute per API key
• Enterprise Tier: Custom limits based on agreement

Exceeding rate limits will result in HTTP 429 responses. Persistent abuse may result in temporary or permanent suspension.

6.3 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible.

7. Payment Provider Integration (BYOK)

7.1 Bring Your Own Keys (BYOK)

Monigo operates on a "Bring Your Own Keys" model. You must maintain active accounts with supported payment providers (Paystack, Flutterwave, or Monnify) and provide your API credentials to Monigo. You acknowledge that:

• Monigo encrypts and securely stores your payment provider API keys
• Monigo uses your keys solely to facilitate billing and payout operations on your behalf
• All funds flow directly to your payment provider account; Monigo does not custody funds
• You are responsible for compliance with your payment provider's terms of service
• You must ensure your payment provider account remains in good standing

7.2 Payment Provider Compliance

You represent and warrant that:

• You have the right to use the payment provider credentials you provide
• Your use of payment providers complies with all applicable laws and regulations
• You will not use Monigo to process prohibited transactions as defined by your payment provider
• You will promptly notify us of any changes to your payment provider account status

7.3 No Financial Institution

Monigo is a technical service provider and not a financial institution, payment processor, or money services business. We do not require a Central Bank of Nigeria (CBN) license as we do not hold, transmit, or process funds directly.

8. Data Ownership and Intellectual Property

8.1 Your Data

You retain all ownership rights to the data you submit to Monigo ("Customer Data"), including:

• Event data and usage metrics
• Customer information and billing records
• Transaction data and financial records
• Configuration settings and business rules

You grant Monigo a limited, non-exclusive license to use Customer Data solely to provide the Services and as described in our Privacy Policy.

8.2 Monigo Intellectual Property

Monigo retains all rights, title, and interest in:

• The Monigo platform, software, and technology
• APIs, SDKs, documentation, and tools
• Trademarks, logos, and brand assets
• Aggregated, anonymized usage statistics and analytics

These Terms do not grant you any ownership rights or licenses except as expressly stated.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Monigo a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.

9. Service Level Agreement (SLA)

9.1 Uptime Commitment

We commit to the following uptime targets (excluding scheduled maintenance):

• Standard Tier: 99.5% monthly uptime
• Professional Tier: 99.9% monthly uptime
• Enterprise Tier: 99.95% monthly uptime with dedicated support

9.2 Service Credits

If we fail to meet the uptime commitment for your tier, you may be eligible for service credits:

• 99.0% - 99.5% uptime: 10% credit
• 95.0% - 99.0% uptime: 25% credit
• Below 95.0% uptime: 50% credit

Service credits are your sole remedy for SLA breaches and must be claimed within 30 days of the incident.

9.3 Exclusions

The SLA does not apply to downtime caused by: (a) scheduled maintenance, (b) factors beyond our reasonable control, (c) your equipment or network issues, (d) your violation of these Terms, or (e) third-party services (including payment providers).

10. Warranties and Disclaimers

10.1 Your Warranties

You represent and warrant that:

• You have the legal right to enter into these Terms
• Your use of the Services complies with all applicable laws
• Customer Data does not infringe third-party rights
• You have obtained all necessary consents for data processing
• Information provided to Monigo is accurate and complete

10.2 Disclaimer of Warranties

We do not warrant that the Services will meet your specific requirements or that defects will be corrected. You use the Services at your own risk.

11. Limitation of Liability

11.1 Specific Exclusions

Monigo is not liable for:

• Actions or omissions of third-party payment providers
• Failures or errors in payment provider systems or APIs
• Unauthorized access to your account due to your failure to secure credentials
• Your violation of these Terms or applicable laws
• Disputes between you and your customers or end users
• Tax liabilities, regulatory fines, or compliance failures
• Force majeure events (natural disasters, war, terrorism, government actions, etc.)

12. Indemnification

You agree to indemnify, defend, and hold harmless Monigo, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Services
• Your violation of these Terms or applicable laws
• Your violation of third-party rights, including intellectual property or privacy rights
• Customer Data or content you submit to the Services
• Disputes between you and your customers or end users
• Your payment provider account or transactions processed through it
• Negligence, willful misconduct, or fraud by you or your employees

Monigo reserves the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

13. Confidentiality

"Confidential Information" includes non-public information disclosed by one party to the other, including business plans, technical data, customer information, and pricing. Both parties agree to:

• Maintain confidentiality using reasonable care (no less than used for own confidential information)
• Use Confidential Information only for purposes of these Terms
• Not disclose Confidential Information to third parties without consent
• Return or destroy Confidential Information upon termination

Confidential Information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is lawfully received from a third party.

14. Termination and Suspension

14.1 Termination by You

You may terminate your account at any time through the dashboard or by contacting support. Termination is effective at the end of your current billing period. You remain liable for all fees incurred prior to termination.

14.2 Termination by Monigo

We may terminate or suspend your account immediately without notice if:

• You violate these Terms or our Acceptable Use Policy
• Your account is 30 days past due on payment
• We are required to do so by law or court order
• Your use poses a security risk or threatens platform integrity
• You engage in fraudulent or illegal activity
• Your payment provider account is suspended or terminated

14.3 Effect of Termination

Upon termination:

• Your access to the Services will be immediately revoked
• All outstanding fees become immediately due and payable
• We may delete your data after a 30-day grace period (unless legally required to retain)
• You must cease all use of Monigo APIs, SDKs, and intellectual property

14.4 Data Export

You may export your data through the dashboard or API before termination. After the 30-day grace period, we are not obligated to retain or provide access to your data.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

15.2 Informal Resolution

Before initiating formal proceedings, you agree to attempt to resolve disputes informally by contacting us at legal@monigo.co. We will attempt to resolve the dispute within 30 days.

15.3 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration under the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria, 2004). The arbitration shall be:

• Conducted in Lagos, Nigeria
• Administered by the Lagos Court of Arbitration (LCA) or mutually agreed arbitration body
• Conducted in English
• Decided by a single arbitrator mutually agreed upon by the parties

15.4 Exceptions to Arbitration

Either party may seek injunctive relief in court to prevent irreparable harm or protect intellectual property rights.

15.5 Jurisdiction

For matters not subject to arbitration, you consent to the exclusive jurisdiction of the courts located in Lagos, Nigeria.

16. Compliance and Regulatory Matters

16.1 Nigerian Regulations

You acknowledge that:

• Monigo complies with the Nigeria Data Protection Regulation (NDPR) 2019
• You are responsible for compliance with all applicable financial regulations
• You must comply with Central Bank of Nigeria (CBN) regulations applicable to your business
• You are responsible for all tax obligations related to your use of the Services

16.2 Anti-Money Laundering (AML)

You represent that you comply with all applicable anti-money laundering and counter-terrorism financing laws. You will not use the Services to facilitate money laundering, terrorist financing, or other illegal financial activities.

16.3 Know Your Customer (KYC)

You are responsible for conducting appropriate KYC checks on your customers as required by law and your payment provider's policies.

17. Privacy and Data Protection

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You acknowledge that:

• You are the data controller for Customer Data; Monigo is the data processor
• You have obtained all necessary consents for processing personal data through the Services
• You will comply with all applicable data protection laws (including NDPR)
• Monigo may process Customer Data as necessary to provide the Services
• You are responsible for the accuracy and legality of Customer Data

18. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website with a new "Last updated" date
• Sending email notification to your registered email address
• Displaying an in-app notification upon your next login

Material changes will be effective 30 days after notice. Non-material changes are effective immediately upon posting. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Monigo regarding the Services and supersede all prior agreements and understandings.

19.2 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. Monigo may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

19.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

19.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

19.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

19.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

19.7 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

19.8 Notices

Notices to Monigo must be sent to legal@monigo.co. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent.

19.9 Survival

Sections that by their nature should survive termination will survive, including: Payment Terms, Data Ownership, Intellectual Property, Warranties, Limitation of Liability, Indemnification, Confidentiality, Dispute Resolution, and General Provisions.

19.10 Language

These Terms are written in English. Any translations are provided for convenience only. In case of conflict, the English version prevails.

20. Beta Features and Early Access

We may offer beta, pilot, or early access features ("Beta Features"). Beta Features are provided "AS IS" without warranties and may be modified or discontinued at any time. You acknowledge that:

• Beta Features may contain bugs, errors, or incomplete functionality
• Beta Features are not subject to SLA commitments
• We may collect additional usage data and feedback for Beta Features
• Beta Features may not be suitable for production use
• We may discontinue Beta Features without notice or liability

21. Export Control and Sanctions

You agree to comply with all applicable export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to international sanctions or export restrictions. You will not use the Services in violation of any export restrictions or sanctions.

22. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us: