Terms & Conditions

1 Acceptance of These Terms

By accessing our websites, creating an account, purchasing a subscription, installing an application, using our software, accessing an API, submitting an order, or otherwise using any MP1 Digital service, you acknowledge that you have read, understood and agreed to these Terms and Conditions.

If you are using an MP1 service on behalf of a company, cooperative, financial institution, organisation or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

If you do not agree with these Terms, you must not access or use the relevant MP1 service.

2 Definitions

• "MP1 Digital" means MP1 DIGITAL LIMITED and its authorised technology platforms and services.
• "Services" means software, websites, mobile applications, SaaS platforms, APIs, hosting, integrations, support and other technology services provided by MP1.
• "Software" means any application, platform, source code, object code, system, database, interface or technology solution supplied by MP1.
• "Customer Data" means information submitted, uploaded, generated or processed by the Customer through an MP1 service.
• "Subscription" means a recurring paid plan granting access to specified MP1 services for a defined period.
• "Third-Party Services" means services supplied by external providers such as mobile-money operators, banks, payment gateways, SMS providers, cloud providers and other technology partners.

3 MP1 Digital Services

MP1 Digital provides software and technology solutions for businesses, financial institutions, microfinance organisations, cooperatives, savings and loans organisations, retailers, schools, hospitals, NGOs and other enterprises.

Our services may include, without limitation:

• Microfinance and core banking software.
• Susu and savings management software.
• POS and retail management systems.
• Accounting and financial management systems.
• CRM and customer management platforms.
• Human resource and payroll systems.
• School and educational management systems.
• Hospital and healthcare management systems.
• Enterprise resource planning systems.
• Mobile and web application development.
• SMS, USSD and notification integrations.
• Mobile-money and payment integrations.
• APIs and third-party system integrations.
• Cloud-hosted SaaS platforms.
• Custom enterprise software solutions.

Specific services may be governed by additional agreements, order forms, service schedules, subscription plans or product-specific terms.

4 Eligibility

You must have the legal capacity to enter into a binding agreement under applicable law.

Where an MP1 service is used by a business or organisation, the organisation is responsible for ensuring that all authorised users comply with these Terms.

Certain services may have additional eligibility, licensing, regulatory or onboarding requirements.

5 Account Registration and Responsibilities

Customers may be required to create an account before accessing certain MP1 services.

You agree to:

• Provide accurate and complete information.
• Keep registration information current.
• Protect your username, password and authentication credentials.
• Restrict unauthorised access to your account.
• Immediately notify MP1 of suspected unauthorised access.
• Ensure authorised users comply with these Terms.

You are responsible for activity performed through your account unless you can demonstrate that such activity resulted solely from a security failure attributable to MP1.

6 Subscriptions and SaaS Services

Certain MP1 services are provided on a subscription basis. The subscription fee, billing cycle, features, user limits, branch limits, storage limits and other commercial terms will be specified in the applicable plan or order.

Unless otherwise agreed in writing, subscriptions automatically renew for the applicable billing period until cancelled.

MP1 may introduce new plans, modify existing plans, change features or adjust subscription prices. Where reasonably practicable, material pricing changes will be communicated before they take effect.

7 Fees, Payments and Taxes

All applicable fees must be paid according to the commercial terms agreed between MP1 and the Customer.

Depending on the service, payments may be processed through banks, mobile-money providers, payment gateways or other authorised payment processors.

Customers are responsible for providing accurate payment information and ensuring that sufficient funds are available for recurring payments.

Unless expressly stated otherwise, applicable taxes, government charges, transaction charges and third-party processing fees may be payable in addition to the advertised service price.

8 Software Licence

Unless expressly transferred under a separate written agreement, MP1 software is licensed to the Customer and is not sold.

Subject to payment of all applicable fees, MP1 grants the Customer a limited, non-exclusive, non-transferable and revocable right to use the licensed software for its intended business purpose during the applicable licence or subscription period.

You must not:

• Sell, sublicense or commercially redistribute MP1 software without written permission.
• Copy or reproduce the software except where expressly permitted.
• Reverse engineer or attempt to extract source code.
• Remove copyright, trademark or proprietary notices.
• Use the software to develop an unauthorised competing product.
• Provide unauthorised access to third parties.

9 Customer Data

Customers retain ownership of their lawful business data and information submitted to MP1 systems, subject to the rights required by MP1 to provide, maintain, secure and improve the applicable services.

Customers are responsible for ensuring that they have all necessary rights, permissions and lawful bases to collect, upload, process and transmit information submitted through an MP1 platform.

Customers must not upload or process data unlawfully or data for which they lack appropriate authority.

10 Privacy and Data Protection

MP1 Digital recognises the importance of protecting personal information and applies reasonable technical and organisational measures to protect information processed through its services.

Personal information may be processed for purposes including account administration, service delivery, authentication, customer support, security, transaction processing, communications, analytics and legal compliance.

Our processing of personal information is further described in our Privacy Policy.

Customers using MP1 platforms to process information belonging to their customers, members, employees or other individuals remain responsible for their own privacy obligations and lawful handling of that information.

11 Security

MP1 implements commercially reasonable safeguards designed to protect its systems and services against unauthorised access, misuse, loss and disruption.

Depending on the service, security measures may include authentication controls, access management, encryption, monitoring, logging, backups and other security controls.

No internet-connected system can be guaranteed to be completely secure. Customers must maintain appropriate security practices, including strong passwords, authorised-user controls and secure devices.

12 Acceptable Use Policy

You agree not to use MP1 services to:

• Conduct fraudulent or deceptive activities.
• Violate applicable laws or regulations.
• Attempt to gain unauthorised access to systems.
• Introduce malware, ransomware or other malicious code.
• Conduct denial-of-service or similar attacks.
• Scrape or extract data without authorisation.
• Interfere with the operation of MP1 infrastructure.
• Send unlawful spam or unsolicited communications.
• Infringe intellectual property or privacy rights.
• Use MP1 systems to facilitate financial crime.
• Attempt to circumvent security, access or usage restrictions.

MP1 may suspend or restrict access where reasonably necessary to protect its systems, Customers, users, third parties or legal interests.

13 Financial, Banking and Fintech Services

Some MP1 products provide software infrastructure, automation, record management, reporting, integrations and technology tools for organisations operating in financial or financial-adjacent sectors.

Customers remain responsible for obtaining and maintaining any licences, approvals, registrations, permissions or regulatory authorisations required for their own business activities.

MP1 software may assist with financial calculations, records, reports, workflows and transaction processing. Customers remain responsible for reviewing and validating financial records and outputs before relying on them for regulatory, accounting, lending, investment or business decisions.

14 Third-Party Services and Integrations

MP1 platforms may integrate with third-party services, including payment gateways, mobile-money operators, banks, telecommunications providers, SMS providers, cloud infrastructure providers, identity services and other technology providers.

Third-party services operate under their own terms, policies and technical requirements. MP1 does not guarantee the availability, performance, accuracy, pricing or continued operation of third-party services.

Where a third-party provider changes its API, pricing, security requirements or service availability, MP1 may need to modify or discontinue the relevant integration.

15 API Usage

Where MP1 provides API access, Customers must use the API only for authorised purposes and within applicable rate limits, technical requirements and documentation.

API credentials must be kept confidential. Customers must not publish private credentials in publicly accessible repositories, websites, applications or other locations.

MP1 may restrict, suspend or revoke API access where usage presents a security risk, violates these Terms, exceeds agreed limits or negatively affects system stability.

16 Service Availability and Maintenance

MP1 aims to provide reliable and secure services but does not guarantee uninterrupted or error-free availability unless a separate written Service Level Agreement ("SLA") expressly provides otherwise.

Services may occasionally be unavailable because of maintenance, upgrades, security events, infrastructure failures, telecommunications failures, third-party outages or circumstances beyond MP1's reasonable control.

Where reasonably practicable, MP1 will provide advance notice of planned maintenance that is expected to materially affect service availability.

17 Customer Support

Support availability depends on the applicable product, subscription plan, service package or contractual agreement.

Customers must provide sufficient information when reporting an issue, including relevant error messages, screenshots, transaction references and other information reasonably required to investigate the problem.

Response times do not necessarily constitute guaranteed resolution times unless specifically stated in an applicable SLA.

18 Intellectual Property Rights

Unless otherwise agreed in writing, MP1 Digital and its licensors retain all rights, title and interest in MP1 software, source code, object code, architecture, interfaces, designs, documentation, trademarks, logos, graphics, methodologies, templates and technology.

Nothing in these Terms transfers ownership of MP1's intellectual property to the Customer.

Customer-specific deliverables may be subject to separate intellectual-property terms contained in a development agreement, quotation, invoice, statement of work or other written agreement.

19 Confidentiality

Each party may receive confidential information from the other party in connection with the provision or use of services.

Confidential information must be protected using reasonable care and must not be disclosed to unauthorised third parties except where disclosure is required by law, regulation, court order or necessary to provide the contracted services.

Confidentiality obligations do not apply to information that is publicly available without breach of these Terms, independently developed, lawfully obtained from another source, or already known without restriction.

20 Refunds and Cancellations

Refund eligibility depends on the applicable product, subscription plan, quotation, invoice or written agreement.

Unless otherwise agreed in writing, payments for completed implementation work, custom development, configuration, onboarding, domain registration, third-party services and services already delivered may be non-refundable.

Subscription cancellations should be submitted before the next renewal date. Unless otherwise agreed, a cancellation will prevent future renewals but will not automatically refund fees already paid for the current billing period.

Where a refund is approved, processing may take additional time depending on the payment method used.

21 Suspension and Termination

MP1 may suspend or terminate access to a service where the Customer:

• Fails to pay applicable fees.
• Materially breaches these Terms.
• Uses the service unlawfully.
• Creates a significant security or operational risk.
• Attempts to compromise MP1 systems.
• Uses the service for fraud or financial crime.
• Provides materially false information.

Where appropriate and reasonably practicable, MP1 may provide notice and an opportunity to remedy a breach before termination.

22 Limitation of Liability

To the maximum extent permitted by applicable law, MP1 Digital shall not be liable for indirect, incidental, special, punitive or consequential losses, including loss of profits, revenue, anticipated savings, business opportunities, goodwill or business interruption.

MP1 shall not be responsible for losses arising solely from circumstances outside its reasonable control, including third-party service failures, telecommunications outages, banking-network failures, mobile-money failures, internet disruption, unauthorised Customer access or Customer misuse.

Where liability cannot lawfully be excluded, it shall be limited to the maximum extent permitted by applicable law.

23 Customer Indemnification

To the extent permitted by law, the Customer agrees to indemnify and hold harmless MP1 Digital, its officers, employees and authorised contractors against claims, losses, liabilities, damages and reasonable expenses arising from:

• The Customer's unlawful use of the services.
• The Customer's breach of these Terms.
• Unauthorised use of the Customer's account.
• Violation of third-party rights.
• Unlawful Customer Data.
• Regulatory violations attributable to the Customer's business.

24 Force Majeure

MP1 shall not be liable for failure or delay resulting from circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, government action, telecommunications failures, internet outages, cyber incidents affecting infrastructure, infrastructure failures, power failures or failures of third-party providers.

25 Legal and Regulatory Compliance

Customers must use MP1 services in accordance with applicable laws and regulations.

Depending on the nature of the Customer's business, applicable requirements may include laws and regulations relating to:

• Data protection and privacy.
• Cybersecurity.
• Electronic transactions.
• Consumer protection.
• Financial services.
• Anti-money laundering and counter-terrorist financing.
• Taxation and accounting.
• Intellectual property.
• Electronic communications.

Customers operating regulated businesses are solely responsible for obtaining and maintaining their required regulatory licences and approvals.

26 Changes to These Terms

MP1 may update these Terms from time to time to reflect changes in its services, technology, business operations, legal requirements or security practices.

The updated version will be published through appropriate MP1 channels and will become effective on the date specified in the updated Terms.

Continued use of the affected services after the effective date constitutes acceptance of the updated Terms, subject to applicable law.

27 Complaints and Dispute Resolution

Customers should first contact MP1 Digital to resolve any complaint, billing dispute, technical issue or service-related disagreement.

The parties shall use reasonable efforts to resolve disputes through good-faith communication and negotiation before commencing formal proceedings, except where urgent legal relief is required.

Nothing in this section prevents a party from seeking remedies that cannot lawfully be delayed.

28 Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Ghana, unless a separate written agreement expressly provides otherwise.

Subject to applicable dispute-resolution procedures, the courts of competent jurisdiction in Ghana shall have jurisdiction over disputes arising from or relating to these Terms.

29 Contact and Legal Notices

Questions concerning these Terms, legal notices, compliance matters, software licensing, subscriptions or other contractual matters may be directed to MP1 Digital Limited using the contact information below.