1. Agreement to Terms

By accessing or using VTUGATE API services, website, dashboard, or any related services (collectively, "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using our Services on behalf of an organization, you represent that you have authority to bind that organization.

2. Eligibility

To use VTUGATE Services, you must:

• Be at least 18 years old
• Have legal capacity to enter into contracts
• Be a registered business in Nigeria (for commercial use)
• Complete KYC verification process
• Have ₦5,000 activation deposit (credited to your wallet)
• Not be on any sanctions list or involved in illegal activities

3. Account Registration and Security

3.1 Account Creation

You must provide accurate, complete information during registration, including:

• Valid email address and phone number
• Secure password

3.2 API Keys and Security

• You are responsible for securing your API keys
• Never share API keys publicly or in client-side code
• Immediately revoke compromised keys via dashboard
• We may suspend accounts with exposed keys
• You are liable for transactions made with your keys

3.3 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activities, or pose security risks.

4. Services Description

VTUGATE provides:

• Unified API gateway for VTU services
• Access to multiple VTU providers
• Transaction routing and optimization
• Wallet management and settlements
• Real-time transaction monitoring
• Analytics and reporting tools
• Technical support and documentation

We do not directly provide VTU services but act as a gateway between you and service providers.

5. Fees and Pricing

5.1 Activation Fee

A one-time activation deposit of ₦5,000 is required. This amount:

• Is credited to your wallet balance
• Is non-refundable (except as required by law)
• Covers initial transaction processing
• Reserves your spot as a verified user

5.2 Transaction Fees

Per-successful-transaction fees:

• Airtime: ₦1 per transaction
• Data bundles: ₦10 per transaction
• TV subscriptions: ₦10 per transaction
• Electricity bills: ₦2 per transaction
• Education PINs: ₦10 per transaction

Note: Fees are deducted from your wallet balance. You only pay for successful transactions.

5.3 Wallet Management

• Minimum wallet balance: ₦1,000
• Auto-top-up available for enterprise accounts
• Settlements processed within 24-48 hours

5.4 Price Changes

We reserve the right to modify fees with 30 days' notice via email and dashboard notification. Continued use after changes constitutes acceptance.

6. Acceptable Use

6.1 Permitted Use

You may use our Services for:

• Legitimate VTU service provision to end-users
• Business operations as registered in Nigeria
• Integration with your own applications and systems
• Personal use (limited to registered individuals)

6.2 Prohibited Activities

You must not:

• Engage in money laundering or terrorist financing
• Process transactions for illegal goods or services
• Circumvent security measures or attempt unauthorized access
• Use services for fraud, scams, or phishing
• Resell API access without written permission
• Exceed rate limits or attempt to overwhelm our systems
• Violate any applicable laws or regulations
• Infringe intellectual property rights
• Transmit viruses or malicious code

6.3 Compliance with Laws

You are solely responsible for compliance with all applicable laws, including but not limited to:

• Nigerian Communications Act
• Central Bank of Nigeria regulations
• Money Laundering (Prohibition) Act
• Cybercrimes (Prohibition, Prevention, etc.) Act
• Data Protection Act 2023
• All tax obligations

7. Intellectual Property

7.1 Our Rights

VTUGATE owns all rights, title, and interest in:

• The VTUGATE name, logo, and branding
• API documentation and specifications
• Dashboard interface and design
• Software, code, and algorithms
• Analytics and reporting tools

7.2 License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to use our Services according to these Terms. This license does not include resale rights.

7.3 Your Content

You retain ownership of data you submit. By using our Services, you grant us a license to process your data as necessary to provide Services and as described in our Privacy Policy.

8. Service Level Agreement (SLA)

8.1 Uptime Commitment

We commit to 99.9% monthly uptime for API services, excluding:

• Scheduled maintenance (with 24-hour notice)
• Force majeure events
• Your network or equipment issues
• Third-party service provider downtime

8.2 Support and Maintenance

We provide 24/7 support and maintenance services for API services. However, we do not guarantee support for:

• Unplanned outages
• Network or equipment issues
• Third-party service provider issues

9. Limitation of Liability

9.1 No Warranties

Services are provided "as is" and "as available" without warranties of any kind, either express or implied. We do not guarantee uninterrupted, error-free, or secure services.

9.2 Liability Cap

Our total liability to you for any claims shall not exceed the total fees you paid to us in the 6 months preceding the claim.

9.3 Excluded Damages

We are not liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or data
• Business interruption losses
• Third-party provider issues
• Your failure to secure API keys
• Fraudulent transactions you process

10. Indemnification

You agree to indemnify, defend, and hold harmless VTUGATE, its affiliates, and their officers from any claims, damages, losses, or expenses arising from:

• Your use of Services
• Your violation of these Terms
• Your violation of any laws
• Your infringement of third-party rights
• Your fraud or illegal activities

11. Termination

11.1 Your Right to Terminate

You may terminate your account at any time by:

• Contacting customer support
• Withdrawing remaining wallet balance
• Settling any outstanding obligations

11.2 Our Right to Terminate

We may suspend or terminate your account if:

• You violate these Terms
• We suspect fraudulent activity
• Required by law or regulatory authority
• You become insolvent or bankrupt
• You pose a security risk

11.3 Effects of Termination

Upon termination: (a) your right to use Services ends, (b) we may delete your data after retention periods, (c) you remain liable for any charges, (d) we will process final wallet settlements.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by Nigerian law. Any disputes shall be subject to the exclusive jurisdiction of Nigerian courts.

12.2 Informal Resolution

Before formal proceedings, parties must attempt to resolve disputes amicably through negotiation for at least 30 days.

12.3 Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration under the Arbitration and Conciliation Act of Nigeria. Arbitration shall occur in Oyo State, Nigeria.

12.4 Class Action Waiver

You waive any right to participate in class, collective, or representative actions. Claims must be brought individually.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and VTUGATE regarding Services.

13.2 Amendments

We may modify these Terms at any time. We will notify you of material changes via email. Continued use after changes constitutes acceptance.

13.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

13.4 Force Majeure

We are not liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, or infrastructure failures.

13.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to affiliates or successors.

13.6 No Waiver

Failure to enforce any provision does not constitute a waiver of that provision.