YDPay Loan Terms

PART A – DEFINITION AND GENERAL TERMS

1. Definitions and Interpretation

• a. "Business Day" means any day other than a Saturday, Sunday, or public holiday in Nigeria.
• b. "Collateral" means the Eligible Digital Asset pledged in support of a Crypto-Backed Loan.
• c. "Crypto-Backed Loan" means a loan extended against a Digital Asset Collateral, on the terms set out in this Agreement.
• d. “Eligible Digital Asset" means a digital asset designated by YDPay from time to time as acceptable Collateral, as published on the Platform.
• e. "Platform Operator" means Pisi Payments Solutions Limited, being the operator of the Platform through which loan products are made available.
• f. "Loan" means any Salary Advance or Crypto-Backed Loan extended under these Loan Terms.
• g. "LTV" means the ratio of outstanding loan principal and accrued interest to the prevailing market value of the Collateral, expressed as a percentage.
• h. "Margin Call" means a notice requiring you to restore the LTV to the maintenance threshold by topping up Collateral or repaying part of the Loan.
• i. "Salary Advance" means a loan repaid from your salary or other recurring income.
• j. "Salary Account" means the bank account into which your salary is paid and from which repayments are collected.

References to legislation include any subsidiary legislation and any succeeding enactment. Headings are for convenience only.

2. Eligibility

To qualify to participate in the YDPay loans product, you must;

• a. be at least 18 years of age, ordinarily resident in Nigeria, with a verified YDPay account in good standing and a completed KYC process.
• b. in the case of salary advance, have a verified employment with a participating employer and a Salary Account in your name.
• c. in the case of a Crypto-Backed Loan, hold Eligible Digital Asset in a YDPay wallet.

Notwithstanding the above, we may decline any application at our sole discretion.

3. Loan Application and Approval

• a. Loan applications are submitted through the in-app loan request flow. By submitting an application, you confirm that the information provided is true, complete, and accurate.
• b. We will review each application against its internal credit, risk, sanctions, and exposure policies, including consultation of licensed credit bureaus. Any loan offer will set out the principal, tenor, interest rate, fees, repayment schedule, and conditions precedent to disbursement.
• c. A binding loan agreement comes into effect when you accept the loan offer in-app and satisfies all conditions precedent. YDPay may withdraw any loan offer before disbursement.

4. Loan Terms

• a. The principal, tenor, repayment schedule, interest rate, and product-specific terms applicable to a Loan are set out in the loan offer accepted by you in-app. The accepted loan offer, together with these Loan Terms, constitutes the loan agreement.
• b. Minimum and maximum principal amounts, available tenors, and pricing are published on the Platform and may be amended from time to time. Amendments do not affect a Loan already accepted and disbursed.
• c. Where required by applicable law or disclosed in the loan offer, you may cancel an accepted Loan within the cooling-off period specified in the loan offer, provided that any disbursed amount and accrued charges are immediately repaid. This Clause does not apply where the Loan has already been substantially utilised, liquidated, or otherwise irreversibly applied.

5. Disbursement

• a. Following acceptance of the loan offer and satisfaction of all conditions precedent, YDPay will disburse the principal, net of any deductible fees, to your designated wallet or bank account within the window stated in the loan offer.
• b. YDPay may defer disbursement where additional verification is required, where you are subject to any review under applicable law, or where a Collateral transfer remains pending confirmation on the relevant network.

6. Repayment

• a. You agree, without reservation, to repay the Loan in accordance with the repayment schedule set out in the loan offer. Each instalment is due on the scheduled date and comprises principal, accrued interest, and any applicable fees.
• b. Repayments are collected by push payment from you, direct debit on the Salary Account or other designated bank account, by deduction from your YDPay wallet, by standing instruction, or by any other method specified in the loan offer. You authorise each such method by accepting the loan offer.
• c. You may prepay the Loan in whole or in part at any time. Prepayments are applied to outstanding fees, accrued interest, then principal. Unless the loan offer states otherwise, no prepayment penalty applies.

7. Interest and Charges

• a. Interest accrues on the outstanding principal at the rate set out in the loan offer, computed on a reducing balance basis and quoted as an annual percentage rate together with the effective monthly rate.
• b. YDPay may charge an origination fee, late payment fee, returned payment fee, and any other charge disclosed in the loan offer or published fee schedule. All charges are stated inclusive of value-added tax where applicable.
• c. Where a scheduled repayment is not made on the due date, the unpaid amount accrues a late payment charge at the rate disclosed in the loan offer, until paid in full.
• d. You are responsible for any tax, levy, or governmental charge arising from your use of the Loan or related transactions, except taxes imposed directly on YDPay’s income. Where required by applicable law, YDPay may deduct or withhold any applicable tax from disbursements, repayments, or other amounts payable including but not limited to Value Added Tax.

8. Representations and Warranties

By accepting a loan offer, you represent and warrant that:

• a. you have the legal capacity to enter into the loan agreement and is not bankrupt or insolvent;
• b. all information provided to YDpay is true, complete, and accurate, and you will promptly notify YDpay of any material change;
• c. YDpay is the sole legal and beneficial owner of any Collateral pledged, free from any lien, charge, or third-party claim;
• d. the Loan proceeds will not be applied to any purpose prohibited by law, including money laundering, terrorism financing, sanctions evasion, or any predicate offence;
• e. you have disclosed any Politically Exposed Person status required to be subject to enhanced due diligence.

9. Compliance and Regulatory Disclosures

• a. YDpay operates subject to applicable Nigerian laws and regulatory requirements relating to lending, consumer protection, anti-money laundering, counter-terrorism financing, sanctions compliance, digital assets, and data protection. References on the Platform to any licence, registration, approval, or regulatory status relate only to the specific YDPay entity to which such approval applies.
• b. YDpay is subject to AML, CFT, and CPF obligations under applicable law. You acknowledge that YDpay may file regulatory reports, including suspicious transaction reports, without prior notice.
• c. We may freeze, suspend, or close a Loan or related account to comply with a lawful order, a request from a competent authority, or our internal compliance policies.
• d. We are committed to fair and responsible lending practices. You are entitled to receive clear disclosure of pricing, fees, repayment obligations, and material risks before accepting a Loan. You may request a statement of account or repayment history through the Platform or customer support channels at any time during the term of the Loan.
• e. We may delay, reject, suspend, reverse, or restrict any Loan application, disbursement, repayment, withdrawal, wallet transfer, or account activity where we reasonably suspect fraud, impersonation, synthetic identity activity, unauthorised account use, financial crime, prohibited activity, or breach of these Loan Terms. We may request additional source-of-funds, source-of-wealth, employment, identity, device, biometric, or transaction verification before permitting further activity on your account.

10. Data Protection and Privacy

• a. We process your personal data under the Nigeria Data Protection Act 2023 and the YDPay Privacy Notice. You consent to such processing for credit assessment, loan administration, fraud prevention, regulatory reporting, and recovery.
• b. You consent to YDPay obtaining credit information from credit bureaus, sharing repayment performance with such bureaus, and exchanging information with your employer, financial institutions, and service providers to the extent reasonably necessary.
• c. Data subject rights are exercised in accordance with the YDPay Privacy Notice. Some rights are limited where retention is required by law or for legitimate regulatory and recovery purposes.
• d. You agree that all notices, disclosures, demands, approvals, consents, and other communications relating to a Loan may be delivered electronically through the Platform, by email, SMS, push notification, or any contact detail associated with your account. Acceptance of a Loan offer electronically constitutes valid and binding acceptance equivalent to a handwritten signature. Platform records and electronic logs maintained by YDPay are admissible as evidence of transactions, instructions, and communications.
• e. Records maintained by YDPay, including electronic records, wallet records, transaction histories, login activity, device identifiers, audit logs, repayment records, and communications generated through the Platform, constitute prima facie evidence of your activities, obligations, and instructions unless shown to be manifestly incorrect.

11. Events of Default

Each of the following is an Event of Default:

• a. You fail to make any payment due within five (5) Business Days of the due date;
• b. any representation or warranty is or becomes untrue, inaccurate, or misleading in any material respect;
• c. You breach any other material obligation and fail to remedy the breach within ten (10) Business Days of notice;
• d. in the case of a Crypto-Backed Loan, you fail to meet a Margin Call within the cure period;
• e. You are declared bankrupt, becomes insolvent, or has a receiver or similar officer appointed over any assets;
• f. YDPay reasonably believes that the Loan has been obtained by fraud, misrepresentation, or impersonation;
• g. You, or any person associated with you, is listed on a sanctions list applicable to YDPay;
• h. You default under any other credit facility, digital asset obligation, or financial accommodation provided by YDPay or any affiliate within the YDPay Group, and such default materially increases YDPay’s credit or recovery risk.

12. Remedies Upon Default

• a. On an Event of Default, we may, without further notice and to the fullest extent permitted by law, declare all outstanding obligations immediately due and payable, suspend Platform access, freeze transactions, and set off any amount owed against any fiat balance, digital asset balance, rewards balance, staking balance, wallet balance, or other asset held by or through the Platform Operator, YDPay, or any YDPay affiliate for your benefit.
• b. For a Salary Advance, we may further invoke any direct debit mandate, standing instruction, or repayment authorisation you have accepted at disbursement. For a Crypto-Backed Loan, YDPay may exercise the Liquidation Rights under these Loan Terms.
• c. We may report the default to licensed credit bureaus and to your employer where relevant, instruct a recovery agent, or commence legal proceedings. Reasonable costs of recovery, including professional fees, are recoverable from you.

13. Suspension, Termination, Force Majeure, and Limitation of Liability

• We may suspend access to loan products or terminate the loan agreement on notice where required by law, where an Event of Default has occurred, or where continued provision of credit poses a regulatory, fraud, or recovery risk. Suspension or termination does not extinguish accrued obligations. Clauses on repayment, interest, default, recovery, data protection, indemnities, and dispute resolution survive termination.
• b. We are liable only for direct losses caused by our gross negligence, wilful misconduct, or fraud. We will not bear any liability for indirect, consequential, special, or punitive loss, or for losses resulting from market movements, network congestion, failures of third-party custodians or financial institutions, force majeure, or any cause beyond our reasonable control. Nothing in this Clause limits any liability that cannot be excluded under applicable law.
• c. We are not liable for any delay, interruption, suspension, failure, or inability to perform arising from events beyond its reasonable control, including acts of government, regulatory directives, sanctions, war, civil unrest, labour disputes, telecommunications failure, internet disruption, banking system outages, blockchain network congestion, validator or miner failure, cyberattack, protocol failure, market-wide liquidity events, or force majeure events generally.

14. Dispute Resolution and Amendments

• a. Any dispute shall first be referred to YDPay’s in-app complaints channel. YDPay will acknowledge within two (2) Business Days and aim to resolve within fifteen (15) Business Days. Failing resolution, the parties shall in good faith attempt mediation at the Lagos Multi-Door Courthouse or a comparable centre. Failing resolution by mediation within thirty (30) days, the dispute shall be referred to a court of competent jurisdiction in Nigeria. Nothing in this Clause prevents YDPay from seeking interim or injunctive relief in aid of recovery.
• b. YDPay may amend these Loan Terms from time to time. Material amendments will be notified in-app or by email with at least seven (7) days’ notice. Amendments do not apply retrospectively to a Loan already accepted and disbursed, save where required by law.

PART B. CRYPTO-BACKED LOANS

15. Eligible Digital Asset Collateral

• a. YDPay publishes on the Platform the list of Eligible Digital Assets accepted as Collateral, together with the applicable limits and any asset-specific conditions.
• b. YDPay may add or remove an asset at any time. Removal does not affect a Crypto-Backed Loan already disbursed, except that YDPay may require you to substitute the Collateral within a reasonable period where the asset has become subject to a regulatory restriction or a material loss of liquidity.

16. Loan-to-Value (LTV) Requirements

• a. Each Crypto-Backed Loan is subject to an initial LTV, a maintenance LTV, and a liquidation LTV, each stated in the loan offer.
• b. The LTV is recalculated continuously by reference to the price feed designated by YDPay. YDPay may change the price feed on reasonable notice where the existing feed becomes unreliable, illiquid, or unavailable.
• c. Unless otherwise stated in the loan offer, all Loan obligations, LTV calculations, Collateral valuations, and liquidation thresholds are determined in the Base Currency specified in the loan offer. YDPay may convert digital asset values using pricing data, exchange rates, market indices, or valuation feeds selected by YDPay acting reasonably. Such valuations are binding absent manifest error.

17. Collateral Custody and Control

• a. Upon acceptance of a Crypto-Backed Loan offer, you shall transfer the Collateral to the designated Collateral Wallet. YDPay, or its qualified custodian, holds the Collateral on a segregated basis for the duration of the Loan.
• b. You grant YDpay a continuing contractual lien and right of set-off over the Collateral for the duration of the Loan. You further authorise YDpay to hold, restrict, transfer, realise, liquidate, or otherwise deal with the Collateral in accordance with these Loan Terms upon the occurrence of a liquidation event, Event of Default, or other enforcement trigger specified in these Loan Terms.
• c. You may not transfer, encumber, or otherwise deal with the Collateral while it is held in the Collateral Wallet. On full repayment, the Collateral is released to your YDPay wallet within one (1) Business Day or a reasonable time thereafter.

18. Margin Calls

Where the LTV reaches the maintenance threshold, YDPay will issue a Margin Call by in-app notification and email. You must, within the cure period stated in the loan offer, restore the LTV to the initial threshold by depositing additional Collateral or by partial repayment of the Loan. Failure to meet a Margin Call within the cure period is an Event of Default.

19. Liquidation Rights

• a. Where the LTV reaches the liquidation threshold, or where you fail to meet a Margin Call, YDPay may, without further notice, sell, transfer, or otherwise realise the Collateral, in whole or in part, on any venue selected by YDPay, including the YDPay Exchange, to recover outstanding Loan obligations.
• b. Proceeds are applied to costs of liquidation, outstanding fees, accrued interest, then principal. Any surplus is returned to you. Any shortfall remains a debt to you and is recoverable as a personal claim.
• c.YDPay may liquidate Collateral in tranches, incrementally, automatically through risk management systems, or manually through any exchange, broker, over-the-counter desk, affiliate, liquidity provider, or execution venue selected by YDPay. YDPay is under no obligation to delay liquidation in anticipation of market recovery or reduced volatility. Provided YDPay acts in good faith and on commercially reasonable terms, YDPay is not liable for any loss arising from the timing, method, pricing, or execution of liquidation.

20. Volatility, Stablecoin, and Protocol Risk

• a. By taking a Loan on the YDPay Platform, you acknowledge your understanding that Digital asset markets are highly volatile and may experience extreme price movements, flash crashes, low liquidity conditions, market manipulation, exchange outages, protocol failures, or rapid dislocations within very short periods of time. A decline in the value of Collateral may trigger automatic liquidation with limited or no opportunity for you to intervene. You may lose the entirety of pledged Collateral and remain liable for any resulting shortfall after liquidation.
• b. Where Collateral or proceeds are denominated in a stablecoin, you acknowledge that a stablecoin may de-peg, may be subject to issuer redemption restrictions, and may be affected by issuer insolvency, custodial failure, or regulatory action.
• c. Digital assets are subject to protocol risks, including network downtime, chain reorganisation, consensus failure, smart contract bugs, and protocol upgrades. YDPay does not warrant the integrity, availability, or continued operation of any network on which an Eligible Digital Asset is issued.

PART C - SALARY ADVANCES

21. Salary Verification

• a. Eligibility depends on verified employment with a participating employer, a recurring salary of at least the minimum threshold published on the Platform, and a clean repayment history with YDPay.
• b. You authorise YDPay to verify employment and salary information directly with the employer, including by inspection of payslips, employment letters, and payroll records. YDPay may share with the employer the fact, amount, and status of a Salary Advance for verification and recovery.

22. Salary Domiciliation and Repayment Authorisation

• a. You shall procure that salary, or recurring income is paid into the Salary Account for the duration of the Salary Advance. You irrevocably authorise YDPay to collect repayments through any direct debit mandate, standing instruction, debit authorisation, wallet deduction, or other repayment mechanism permitted under applicable law and accepted by you during onboarding or Loan acceptance.
• b. Where the salary is paid before a scheduled repayment date, YDPay may bring forward the next instalment to align with the salary payment date. YDPay will not collect more than the next due instalment in any single cycle, save where the Loan has accelerated under Clause 12.

23. Employment Changes

• a. You shall notify YDPay within three (3) Business Days of any change of employer, change in salary frequency, material reduction in net salary, commencement of disciplinary action that may result in dismissal, resignation, or termination of employment.
• b. On notification or discovery, YDPay may, at its discretion, accelerate the Loan, adjust the repayment schedule, require designation of a new Salary Account, or require additional security.

24. Credit Reporting and Guarantors

• a. YDPay reports the existence, performance, and status of the Salary Advance to licensed credit bureaus, including any default. Adverse credit information may affect your ability to obtain credit elsewhere. You may, on written request, obtain a copy of the credit information held by YDPay and request correction of any inaccuracy.
• b. YDPay may require a guarantor where the requested Loan amount exceeds thresholds determined by YDPay. Any guarantor must satisfy YDPay’s eligibility criteria and execute separate guarantee documentation in form and substance acceptable to YDPay. The guarantor’s obligations are continuing and cover all outstanding principal, interest, fees, liabilities, and recovery costs until full discharge of the Loan obligations. YDPay may enforce the guarantee directly without first exhausting remedies against you.

PART D - RISK AND ACKNOWLEDGMENTS

25. General Loan Risks

Taking on debt carries risk. You acknowledge that:

• a. Loan must be repaid in full, with interest, regardless of your circumstances after acceptance;
• b. Failure to repay may result in adverse credit reporting, recovery action, employer notification where it is a Salary Advance, and liquidation of Collateral where it is a Crypto-Backed Loan;
• c. YDPay does not provide financial, tax, or legal advice. You are responsible for assessing suitability and, where appropriate, seeking independent advice.

26. Digital Asset Risk Disclosure

In addition to the risks set out in Clause 20, you acknowledge that:

• a. the regulatory treatment of digital assets in Nigeria continues to evolve, and changes in law or policy may affect the availability, pricing, or operation of a Crypto-Backed Loan;
• b. blockchain transfers are generally irreversible and may be delayed by network congestion. YDPay is not responsible for losses caused by you sending Collateral to an incorrect address or network;
• c. digital asset markets may experience flash crashes, exchange outages, or coordinated price dislocations. Such events may trigger liquidation even where you consider the dislocation temporary.

27. Consumer Acknowledgment

By accepting a loan offer, you confirm that;

• a. you have read and understood these Loan Terms, the loan offer, and the YDPay Privacy Notice;
• b. you have had an opportunity to ask questions and to seek independent advice;
• c. acceptance has been given freely, without pressure, misrepresentation, or undue influence by YDPay or any other person;
• d. you are satisfied that the Loan is suitable and can meet the repayment obligations on the schedule set out in the loan offer.