Terms of Use

Gemrails is a digital checkout infrastructure platform that enables businesses to accept, process, and settle payments using supported digital assets, including stablecoins.

The Gemrails platform may include application programming interfaces (APIs), merchant dashboards, payment routing systems, blockchain transaction monitoring tools, and settlement infrastructure that facilitate the movement of digital assets between merchants and their customers.

These Terms of Use ("Terms") govern access to and use of the Gemrails platform and services by merchants and authorized users.

Gemrails provides payment infrastructure services exclusively to approved merchants. Gemrails does not establish a direct contractual relationship with end users who make payments through merchants using the Gemrails platform.

Merchants are solely responsible for:

• Customer onboarding and identification
• Compliance with applicable KYC and AML obligations
• Customer disputes and refunds
• The legality of goods and services offered to customers
• Any obligations owed to their customers

Gemrails shall not be responsible for verifying the identity of end users transacting with merchants unless otherwise required by applicable law.

These Terms govern the use of the Gemrails platform and related services provided by Gemrails Technologies Ltd.

By using the platform, merchants represent and warrant that:

• They are legally registered businesses or organizations
• They have the authority to enter into this agreement
• The information provided during onboarding is accurate and complete
• Their use of the Gemrails platform complies with applicable laws and regulations

Gemrails reserves the right to approve, reject, suspend, or terminate merchant access to the platform at its sole discretion, including where use of the platform may present regulatory, legal, financial, or reputational risks.

Merchants may use the Gemrails platform solely for lawful business purposes and in accordance with these Terms.

Merchants agree not to use the platform for activities that may involve:

• Fraudulent or deceptive conduct
• Money laundering or terrorist financing
• Transactions involving sanctioned entities or jurisdictions
• Sale or distribution of illegal goods or services
• Any activity that violates applicable financial regulations

Gemrails may monitor platform activity and blockchain transactions using internal risk monitoring systems and third-party analytics tools.

Where potentially suspicious activity is detected, Gemrails reserves the right to suspend services, delay settlements, request additional information, or take other actions necessary to comply with legal or regulatory obligations.

For the purposes of these Terms:

Gemrails provides digital asset payment infrastructure designed to enable businesses to accept and process blockchain-based payments efficiently and securely.

Gemrails services may include, but are not limited to:

• Infrastructure that enables merchants to accept payments in supported digital assets, including stablecoins
• Payment routing and transaction processing through blockchain networks
• Merchant dashboards and tools for monitoring transactions and payment activity
• Application Programming Interfaces (APIs) for integration
• Transaction monitoring and risk screening using blockchain analytics tools
• Settlement services through liquidity partners or supported settlement rails
• Infrastructure that supports same-day settlement (T+0 Settlement) where applicable

Account Registration

To access certain features of the Gemrails platform, merchants may be required to create and maintain a merchant account. During the onboarding process, merchants agree to provide accurate, current, and complete information.

Account Security

Merchants are responsible for maintaining the confidentiality and security of their account credentials, including login details, API keys, and any other authentication mechanisms.

Merchants agree to promptly notify Gemrails of any unauthorized access, suspected compromise, or security breach involving their account.

Acceptable Account Use

Merchants agree not to use the platform for activities involving:

• Fraudulent or deceptive conduct
• Money laundering or terrorist financing
• Transactions involving sanctioned individuals or jurisdictions
• The sale or distribution of illegal goods or services
• Any activity that violates applicable financial, commercial, or regulatory laws

Suspension and Termination

Gemrails reserves the right to suspend or terminate merchant accounts where suspicious activity is detected, Terms are violated, or regulatory obligations require such action.

Termination of an account does not relieve merchants of any obligations incurred prior to termination, including outstanding fees or compliance obligations.

Merchant Responsibility for Customer Disputes

Merchants are solely responsible for managing and resolving any disputes arising between merchants and their customers in connection with goods or services purchased using the Gemrails infrastructure.

Gemrails is not a party to transactions between merchants and their customers and does not assume responsibility for product delivery, refunds, chargebacks, or customer complaints.

Good Faith Resolution

In the event of any dispute between a merchant and Gemrails, both parties agree to first attempt to resolve the matter through good faith negotiations.

Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria.

If a dispute cannot be resolved through good faith negotiations, the dispute shall be subject to the exclusive jurisdiction of the courts located in Lagos State, Nigeria.

Geographic Scope of Services

Gemrails provides digital asset payment infrastructure services to businesses operating within Africa.

Initial Operating Jurisdiction

Gemrails currently launches and operates its services primarily within the Federal Republic of Nigeria. Services are provided in accordance with applicable Nigerian laws and regulations.

Expansion Across Africa

Gemrails intends to expand services to additional African jurisdictions over time, subject to regulatory approval, banking partnerships, and operational readiness.

Compliance with Local Laws

Merchants are responsible for ensuring their use of the services complies with all applicable laws in the jurisdictions where they operate.

Consent to Electronic Communications

By creating a merchant account or agreeing to these Terms, you consent to receive agreements, disclosures, and notices from Gemrails electronically through the platform, email, or website postings.

Electronic Signatures

Electronic signatures provided through the Gemrails platform have the same legal effect as handwritten signatures. By clicking "accept" or "agree," you acknowledge this constitutes a legally binding electronic signature.

Record Retention

Merchants are responsible for retaining copies of electronic communications and agreements. Gemrails may also maintain records in accordance with applicable laws.