OGateway Terms and Conditions of Use
Versioning
Document Name: OGateway Terms and Conditions of Use
Document Author: Open Gateway Legal Team
Version: 1.0
Effective Date: 03-June-2026
Last Updated: 03-June-2026
Contact: compliance@ogateway.co | info@ogateway.co
Approval & Sign-off
Deborah Agana
Security / Compliance & Data Protection Officer
03-June-2026
Jonathan Amos-Asiedu
Executive Director
03-June-2026
1. Introduction and Acceptance
These Terms and Conditions of Use (the "Terms") constitute a legally binding agreement between Open Gateway Company LTD, a company incorporated under the laws of the Republic of Ghana ("OGateway"), and any business, person, or entity that registers for, accesses, or uses any OGateway product, service, application programming interface (API), web dashboard, or mobile point-of-sale ("mPOS") application (collectively, the "Services").
By: (a) ticking the acceptance box during onboarding; (b) signing a Merchant Agreement that incorporates these Terms by reference; (c) accessing the OGateway web dashboard; (d) downloading, installing, or using the mPOS application; or (e) initiating, processing, or accepting any transaction through the Services, you confirm that you have read, understood, and agree to be bound by these Terms, together with the OGateway Policies listed below, each available at
(iii) Anti-Money Laundering Policy;
(v) Consumer Protection Policy;
(vi) Data Retention and Protection Policy;
(vii) and the Disclaimer on Sharing OTPs, Authenticator Codes and API Keys,
(together, the "OGateway Policies").
Any amendment to an OGateway Policy that materially increases the Merchant’s obligations or reduces the Merchant’s rights shall be notified to the Merchant not less than thirty (30) days in advance through the same notice channels described in Clause 25, and shall be subject to the same acceptance mechanism as an amendment to these Terms.
If you do not agree to these Terms, you must not register for, access, or use the Services.
These Terms apply jointly to the OGateway web dashboard and the mPOS mobile application, and to any other OGateway interface (including API, SMS, USSD, and chatbots) through which the Services are delivered.
2. Definitions
In these Terms, unless the context otherwise requires:
"Account" means the merchant account opened in your name with OGateway, including any sub-accounts, wallets, or user profiles created under it.
"Authorised User" means any individual (including a cashier, agent, or employee of a Merchant) who has been granted access to the Services by the Merchant under a sub-user profile.
"Bank of Ghana" or "BoG" means the central bank and primary financial-services regulator of the Republic of Ghana.
"Chargeback" means a request by a Payer (or a Payer’s card issuer or financial institution) to reverse a transaction previously settled to a Merchant.
"Collection" means the receipt by OGateway of funds from a Payer on behalf of a Merchant in respect of goods or services supplied (or to be supplied) by that Merchant.
"Fee Schedule" means the schedule of fees, charges, and commissions applicable to the Services as published on the OGateway website, the merchant dashboard, or the Merchant Agreement, as may be updated from time to time in accordance with Clause 8.1.
"Material Change" means any amendment to these Terms or any OGateway Policy that (a) increases the Merchant’s financial obligations; (b) reduces the Merchant’s rights or remedies; (c) restricts or expands the scope of permitted or prohibited activities; or (d) alters the dispute resolution or governing law provisions.
"Merchant" means a business, organisation, sole proprietorship, or other legal person registered with OGateway to receive Collections and/or initiate Payouts through the Services.
"Merchant Agreement" means the commercial agreement (in any form, including electronic acceptance) entered into between OGateway and a Merchant for the provision of the Services.
"mPOS" means the OGateway mobile point-of-sale application installed on a smartphone, tablet, or compatible device and used by a Merchant or Authorised User to accept in-person Collections.
"Payer" means an end-customer or consumer who pays a Merchant through the Services.
"Payout" means the disbursement of funds by OGateway from a Merchant’s Account to a designated bank account, mobile-money wallet, or other approved destination.
"Security Codes" has the meaning given in Clause 11 and includes one-time pins (OTPs), authenticator codes, biometric tokens, PINs, passwords, and API keys.
"Settlement" means the transfer to a Merchant’s designated account of net Collections after deduction of: (a) applicable fees and commissions due under Clause 8.1; (b), refunds authorised under Clause 9.1; (c) Chargebacks amounts and related costs under Clause 9.2; (d) reserves applied under Clause 8.5; and (e) any other amounts set off under Clause 8.4..
"Transaction" means any Collection, Payout, refund, reversal, settlement, or other financial movement processed through the Services.
"Working Day" has the same meaning as Business Day.
3. Eligibility and Account Registration
3.1 Who may use the Services
The Services are intended for use by registered businesses operating within the jurisdictions supported by OGateway. To register a Merchant Account you must:
(a)be at least 18 years of age and have full legal capacity to enter into a binding contract;
(b)be authorised to act on behalf of the business you are registering;
(c)be a duly registered business, sole proprietorship, partnership, or other legal entity recognised within the jurisdiction and
(d)not be a person, entity, or beneficial owner who is subject to sanctions imposed by the United Nations, or any other applicable sanctions regime.
3.2 Information required at registration
In line with our KYC Policy and Ghana’s Anti-Money Laundering Act, 2020 (Act 1044) and Payment Systems and Services Act, 2019 (Act 987), you agree to provide:
(a)valid business registration documents (Certificate of Incorporation/Registration, Commencement of Business Certificate, Form 3, or equivalent);
(b)Tax Identification Number (TIN) or Ghana Card PIN, where applicable;
(c)national identification documents (Ghana Card, passport, or driver’s licence) for all directors, signatories, and Ultimate Beneficial Owners (UBOs);
(d)proof of business address and bank or mobile-money settlement details; and
(e)any additional information OGateway reasonably requires to satisfy regulatory or risk-based due diligence.
3.3 Verification and acceptance
OGateway reserves the right NOT to activate an Account for the receipt of Collections or the initiation of Payouts until all required identification and due-diligence checks have been satisfactorily completed. OGateway will endeavour to communicate a decision on a completed application within ten (10) Business Days of receiving all required documentation. OGateway may, in its reasonable discretion, decline to open an Account, request additional documentation, or apply enhanced due diligence where the Merchant is classified as higher risk (including Politically Exposed Persons and their close associates). Where OGateway declines to open an Account, the Merchant may request a written explanation and, where permitted by law, may escalate the matter to OGateway’s Compliance Officer using the contact channels in Clause 24.
3.4 Accuracy and updates
You warrant that all information you provide is true, accurate, current, and complete. You must notify OGateway in writing of any Material Change within thirty (30) days of the change occurring.A “Material Change” for the purposes of this Clause 3.4 includes a change of directors, Ultimate Beneficial Owners, business structure, settlement account details, or principal contact information.
4. Authorised Users and the mPOS Application
4.1 Sub-user accounts
A Merchant may, through the web dashboard, create sub-user profiles for cashiers, branch staff, or other Authorised Users to operate the mPOS application or perform limited dashboard functions. The Merchant is responsible for:
(a)determining and configuring the access rights, transaction limits, and roles assigned to each Authorised User;
(b)ensuring each Authorised User is properly trained and authorised to act on behalf of the Merchant;
(c)all acts and omissions of its Authorised Users as if they were the acts and omissions of the Merchant itself; and
(d)immediately revoking access for any Authorised User who leaves the Merchant’s employ, is reassigned, or is no longer authorised.
4.2 Acceptance by Authorised Users
Each Authorised User must accept these Terms on first sign-in to the mPOS application or web dashboard. Use of the Services by an Authorised User constitutes acceptance of these Terms by both the Authorised User personally (in respect of their conduct and security obligations) and the Merchant (in respect of all financial and legal consequences of the User’s actions subject to Clause 4.1(c)).
4.3 Device and operating-system requirements
The mPOS application is licensed for use on supported devices and operating systems published from time to time by OGateway. The Merchant is responsible for the cost, security, and proper functioning of any device on which the mPOS application is installed, including keeping the operating system updated and avoiding the use of rooted, jailbroken, or otherwise compromised devices.
5. Description of the Services
OGateway provides electronic payment-processing services that enable Merchants to:
(a)accept in-person Collections from Payers via the mPOS application using methods including (without limitation) mobile money, QR codes, card payments, bank transfers, near-field communication (NFC), and any other payment methods OGateway makes available;
(b)accept online Collections via the web dashboard and supported APIs;
(c)initiate Payouts to approved destinations;
(d)view transaction history, generate reports, manage refunds, and reconcile Settlements through the web dashboard; and
(e)manage Authorised Users, devices, and merchant-side configurations.
OGateway is a payment service provider. OGateway is not a party to the underlying commercial transaction between a Merchant and a Payer. OGateway does not sell, supply, deliver, warrant, or take responsibility for the goods or services provided by Merchants to Payers.
OGateway shall promptly notify the Merchant of any material third-party outage affecting the Services and shall use commercially reasonable efforts to restore or reroute affected services.
6. Merchant Obligations
The Merchant shall at all times:
(a)use the Services only for lawful business purposes and in accordance with these Terms, the OGateway Policies, and all applicable laws and regulations of the Republic of Ghana;
(b)provide accurate descriptions of the goods or services offered, including price, taxes, and refund/return terms, to each Payer at or before the point of transaction;
(c)issue receipts and refunds to Payers in accordance with Ghanaian consumer-protection law and the Merchant’s stated refund policy;
(d)respond promptly and in good faith to Payer enquiries, complaints, and dispute requests;
(e)maintain adequate records of transactions and supporting documentation, including proof of delivery or supply, for at least six (6) years (or such longer period as may be required by law);
(f)not impose any surcharge on Payers in excess of fees permitted by law or by the payment scheme rules applicable to the relevant Transaction; and
(g)comply with all reasonable instructions issued by OGateway from time to time in relation to the operation of the Services, provided that: (i) such instructions are issued in accordance with applicable law; (ii) OGateway provides not less than fourteen (14) days’ prior written notice before such instructions take effect, except in the case of urgent compliance, fraud-prevention, or security instructions that require immediate effect; and (iii) the Merchant may, within the notice period, raise a written objection to OGateway if compliance would require a material change to the Merchant’s operations
7. Restricted Businesses and Prohibited Use
7.1 Prohibited activities
You shall not use the Services in connection with, or to process payments for, any of the following:
(a)any activity that is unlawful under the laws of Ghana or any other jurisdiction in which the Merchant or Payer is located;
(b)money laundering, terrorist financing, the financing of proliferation of weapons of mass destruction, or any related criminal activity;
(c)the sale or distribution of narcotics, illegal drugs, drug paraphernalia, or controlled substances except where lawfully licensed;
(d)the sale of firearms, ammunition, explosives, or weapons of any kind except where lawfully licensed;
(e)unregulated investment schemes, pyramid schemes, Ponzi schemes, or "high-yield" investment programmes;
(f)unlicensed gambling, lotteries, or games of chance;
(g)human trafficking, prostitution, child sexual abuse material, or any activity that exploits minors;
(h)counterfeit goods, intellectual-property-infringing goods, or goods sold in breach of any third-party rights;
(i)cryptocurrency exchange or virtual-asset services not licensed or notified to the Bank of Ghana;
(j)any business included in OGateway’s restricted business list, which is published and maintained and shall be made available upon request from time to time on its restricted-businesses list (available on request); or
(k)any other activity that, in OGateway’s reasonable opinion, exposes OGateway, its partners, or its other customers to material and demonstrable legal, regulatory, or financial or reputational risk.
7.2 Platform misuse
You shall not, and shall not permit any Authorised User or third party to:
(a)attempt to gain unauthorised access to any part of the Services, related systems, or other users’ accounts;
(b)interfere with, disable, or circumvent any security or authentication feature of the Services;
(c)reverse-engineer, decompile, disassemble, or attempt to derive the source code of the mPOS application, dashboard, or APIs (except to the extent expressly permitted by law);
(d)introduce any virus, worm, trojan, ransomware, or other malicious code into the Services;
(e)use the Services to test, validate, or "tumble" stolen card, mobile-money, or bank-account credentials; or
(f)use any automated means (including bots, scrapers, or crawlers) to access the Services without OGateway’s prior written consent.
8. Fees, Settlement and Payouts
8.1 Fees
The Merchant shall pay all fees, charges, and commissions set out in the Fee Schedule. OGateway may deduct fees automatically from Collections at the time of Settlement or from the Merchant’s Account balance. OGateway may revise the Fee Schedule on not less than fourteen (14) days’ prior notice published through the dashboard, in the mPOS application, by email, an agreed communication channel, or on the OGateway website. If the Merchant does not accept a revised Fee Schedule, it may terminate these Terms by written notice to OGateway before the revised Fee Schedule’s effective date without incurring any early-termination penalty.
8.2 Settlement timing
Net Collections are settled as and when requested by the customer. OGateway may apply longer settlement cycles where:
(a)the Transaction is flagged for risk, fraud, or compliance review;
(b)the Merchant is newly onboarded or operates in a higher-risk category;
(c)third-party scheme, bank, or telecommunications-network delays occur; or
(d)statutory or regulatory holds apply.
Where settlement is delayed for any of the above reasons, OGateway will use reasonable efforts to notify the Merchant within one (1) Business Day of the delay arising.
8.3 Currency and foreign exchange
Unless otherwise agreed in writing, all Transactions and Settlements are processed in the currency agreed as per the Merchant Agreement. Foreign-currency Transactions, where supported, are settled at the prevailing exchange rate as quoted by OGateway or its partner banks at the time of Settlement. OGateway shall disclose the applicable exchange rate and any spread or mark-up applied above the Bank of Ghana mid-market reference rate at the time of each of each foreign-currency Settlement, either through the merchant dashboard or by notification to the Merchant.
8.4 Set-off and deduction
OGateway may set off, deduct, or withhold from any amount payable to the Merchant any undisputed amount owed by the Merchant to OGateway, including fees, refunds, Chargebacks, reversals, fines imposed by payment schemes or regulators, penalties, and any other liabilities arising under these Terms.Where an amount is disputed by the Merchant in good faith, Ogateway shall not exercise its set-off right in respect of that disputed amount pending resolution of the dispute in accordance Clause 23, shall hold the disputed amount in a designated holding account.
8.5 Reserves and holds
OGateway may, on reasonable written notice to the Merchant (except where immediate action is required by law or regulator),)in its sole and reasonable discretion, place a hold on, or maintain a rolling reserve against, the Merchant’s Account where it has reasonable grounds to believe that:
(a)the Merchant has breached or is likely to breach these Terms or applicable law;
(b)the Account presents elevated risk of Chargebacks, refunds, or fraud;
(c)a regulator, court, or law-enforcement agency has issued a direction requiring such hold; or
(d)the Merchant is the subject of insolvency, bankruptcy, or material adverse change.
Any rolling reserve imposed under this Clause 8.5 shall not exceed fifty percent
(50%) of the Merchant’s average monthly Collections over the preceding three (3) months. And shall not be maintained for a period exceeding one hundred and eighty (180) days without OGateway providing the Merchant with written justification for its continuation. OGateway shall pay interest on withheld reserve amounts at the prevailing Bank of Ghana monetary rate, to be credited to the Merchant upon release of the reserve.
8.6 Dormant Accounts
Accounts that have been inactive for twelve (12) consecutive months may be classified as dormant and subject to additional verification before reactivation. Balances on dormant Accounts will be dealt with in accordance with applicable Ghanaian law.
9. Refunds, Reversals and Chargebacks
9.1 Merchant-initiated refunds
The Merchant may initiate full or partial refunds to a Payer through the dashboard or mPOS application within ninety (90) days of the original Transaction, subject to scheme rules and available Account balance.
9.2 Chargebacks
Where a Payer or Payer’s financial institution initiates a Chargeback, OGateway will notify the Merchant and provide a reasonable opportunity (usually not less than seven (7) calendar days, subject to scheme deadlines) to submit evidence. The Merchant agrees that:
(a)OGateway may debit the Merchant’s Account or future Settlements for the full Chargeback amount plus any scheme or processing fees;
(b)the decision of the relevant card scheme, bank, mobile-money operator, or other payment partner on a Chargeback is generally final;
(c)the Merchant is solely responsible for evidencing the validity of the underlying Transaction (including delivery of goods or services); and
(d)excessive Chargebacks (as determined by scheme rules or OGateway’s risk policies) may result in increased fees, reserves, suspension, or termination.
9.3 Reversals and corrections
OGateway may reverse, cancel, or correct any Transaction credited to a Merchant Account in error, including duplicate transactions, fraudulent transactions, or transactions originating from an account later determined to be unauthorised, provided that such reversal is initiated within sixty (60) days of the relevant Settlement. The Merchant authorises OGateway to debit the Merchant’s Account or future Settlements to recover such amounts. OGateway shall provide the Merchant with written notice of any reversal and the grounds therefore.
10. Transaction Limits
OGateway may set, vary, and enforce transaction limits (per Transaction, per day, per month, or otherwise) at the Account or Authorised-User level. Limits may be adjusted based on risk profile, regulatory requirements, KYC tier, or scheme rules. OGateway shall provide the Merchant with not less than five (5) Business Days’ prior written notice before reducing any transaction limit, except where immediate reduction is required due to fraud, suspected criminal activity, or a regulatory direction, in which case OGateway shall notify the Merchant as soon as practicable. Requests to increase limits may require additional verification.
11. Security and Account Credentials
11.1 Confidentiality of credentials
The Merchant and each Authorised User must keep all login credentials, PINs, passwords, OTPs, authenticator codes, API keys, and other Security Codes strictly confidential and must not share them with any third party. OGateway will never ask you to disclose your password, PIN, OTP, or full API key by phone, SMS, email, social media, or any other channel.
11.2 Non-liability for sharing Security Codes
In line with the OGateway Disclaimer on Sharing OTPs, Authenticator Codes and API Keys:
(a)the User is solely responsible for the safekeeping and confidentiality of all Security Codes;
(b)any Transaction or instruction authenticated with the correct Security Codes will be deemed to have been authorised by the Merchant or the relevant Authorised User;
(c)OGateway shall not be liable for any loss, damage, or liability arising from the disclosure, sharing, theft, phishing, or compromise of Security Codes; and
(d)the Merchant must promptly report any suspected or actual compromise of credentials, lost or stolen devices, or unauthorized Transactions to OGateway through the contact channels in Clause 24.
11.3 Device security
The Merchant must ensure that all devices on which the mPOS application or dashboard is accessed are protected with screen locks, biometric or PIN authentication, up-to-date operating systems, and approved anti-malware controls. The Merchant must not use the Services on devices known or suspected to be rooted, jailbroken, or compromised.
12. Anti-Money Laundering, Sanctions, and Compliance
12.1 Compliance with AML/CFT laws
The Merchant shall comply with the Anti-Money Laundering Act, 2020 (Act 1044), the Anti-Terrorism Act, 2008 (Act 762), the Cybersecurity Act, 2020 (Act 1038), the Payment Systems and Services Act, 2019 (Act 987), and all regulations, guidelines, directives, and notices issued by the Bank of Ghana, the Financial Intelligence Centre, and any other competent authority.
12.2 Monitoring and reporting
The Merchant acknowledges that OGateway monitors transactions for unusual or suspicious activity and is legally obliged to report suspicious activity to the Financial Intelligence Centre and other competent authorities. OGateway may request additional information at any time to satisfy its compliance obligations, and the Merchant agrees to cooperate promptly and fully.
12.3 Sanctions screening
The Merchant, its directors, UBOs, and Authorised Users are screened against sanctions and PEP lists at onboarding and on an ongoing basis. The Merchant warrants that none of them is, or is acting on behalf of, a sanctioned person or entity.
12.4 Right to freeze or block
OGateway reserves the right, without prior notice (where required by law or regulator) and without incurring liability, to freeze, block, suspend, or terminate an Account or Transaction where it reasonably suspects breach of this Clause 12 or where required by law. Where OGateway freezes or blocks an Account, it shall notify the Merchant as soon as it is lawful to do so, and shall provide a reasonable timeline for the resolution of the freeze or block exceeds thirty (30) Business Days, OGateway shall, unless prohibited by law, provide the Merchant with a written status update and, where permitted, the basis for the continued hold.
13. Data Protection and Privacy
13.1 OGateway as data controller and processor
OGateway processes personal data in accordance with the Data Protection Act, 2012 (Act 843), its Privacy Policy, and its Data Retention and Protection Policy. By using the Services, you consent to such processing for the purposes described in those documents. Where OGateway acts as a data processor on behalf of the Merchant, the parties shall be governed by a Data Processing Addendum (“DPA”) which forms part of these Terms. The DPA sets out the processing purposes, categories of data, sub-processor arrangements, and OGateway’s obligation to notify the Merchant of any personal data breach within forty-eight (48) hours of OGateway becoming aware of it.
13.2 Merchant as data controller of Payer data
Where a Merchant collects personal data from Payers (whether in person or via OGateway’s interfaces), the Merchant is the data controller of that data. The Merchant warrants that it has obtained all necessary consents, will provide all required notices, and will process Payer personal data only for lawful, specified purposes and in compliance with the Data Protection Act, 2012.
13.3 Marketing communications
OGateway may send transactional and service-related messages to the Merchant and Authorised Users by SMS, email, push notification, or in-app message. Marketing communications will be sent only where permitted by law and may be opted out of using the unsubscribe mechanism provided.
13.4 Data subject rights
Data subjects (including Merchants, Authorised Users, and Payers) may exercise their rights of access, rectification, erasure, portability, restriction, and objection by contacting OGateway through the channels in Clause 24.OGateway shall respond to all data subject requests within the timeframes required by applicable law.
14. Intellectual Property
14.1 OGateway’s rights
All intellectual-property rights in and to the Services, including the mPOS application, web dashboard, APIs, software, trademarks, logos, content, documentation, designs, and all derivative works, are and shall remain the exclusive property of OGateway and its licensors. Nothing in these Terms transfers ownership of any such rights to you.
14.2 Limited licence to the Merchant
Subject to the Merchant’s continued compliance with these Terms, OGateway grants the Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to install and use the mPOS application and access the web dashboard solely for the purpose of using the Services in the ordinary course of the Merchant’s business.
14.3 Feedback
If you provide OGateway with any feedback, suggestions, or ideas regarding the Services(“Feedback”), you grant OGateway a non-exclusive, , royalty-free, worldwide licence to use, reproduce, modify, and incorporate such Feedback solely for the purpose of improving the Services. . For the avoidance of doubt, this licence does not extend to commercially valuable innovations, trade secrets, or independently developed intellectual property contributed by the Merchant. OGateway shall not use Feedback in a manner that attributes specific innovations to OGateway without the Merchant’s prior written consent.
14.4 Merchant marks
The Merchant grants OGateway a limited licence to use the Merchant’s name, logo, and trade marks solely for the purpose of providing the Services (including on receipts and Payer-facing interfaces). OGateway may list the Merchant as a customer reference in its marketing materials only with the Merchant’s prior written consent. Such consent may be withdrawn at any time by written notice to OGateway.
15. Third-Party Services
The Services interoperate with third-party providers, including banks, card schemes (Visa, Mastercard, and others), mobile-money operators, telecommunications networks, identity-verification providers, and cloud-infrastructure providers. Such third parties operate under their own terms and policies. OGateway is not responsible for acts, omissions, downtime, fees, or restrictions imposed by such third parties, except to the extent expressly stated in these Terms or required by law. OGateway shall: (a) promptly notify the Merchant of any third-party outage or restriction that materially affects the Services; and (b) use commercially reasonable efforts to restore or reroute affected services within a reasonable timeframe.
16. Service Availability, Maintenance and Support
16.1 Availability
OGateway will use commercially reasonable efforts to maintain availability of the Services on a 24/7 basis but does not warrant uninterrupted or error-free operation. Scheduled maintenance will, where practicable, be notified in advance through the dashboard, the mPOS application, email or other agreed upon communication channels. Where planned or unplanned downtime exceeds the applicable uptime target in any calendar month, OGateway will discuss with the Merchant in good faith whether service credits or other remedies are appropriate.
16.2 Support
Merchants may contact OGateway through the channels in Clause 24 for support. OGateway will use reasonable efforts to respond to: Priority 1 (complete service outage) incidents within two (2) hours; Priority 2 (significant service degradation) incidents within eight (8) Business Hours; and general support enquiries within two (2) Business Days.
16.3 Updates
OGateway may update, modify, enhance, or discontinue features of the Services at any time. The Merchant agrees to install updates to the mPOS application as required to ensure continued security and functionality.
17. Warranties and Disclaimers
17.1 Mutual warranties
Each party warrants to the other that it has full power and authority to enter into and perform these Terms, and that its performance will comply with all applicable laws.
17.2 Disclaimer
Except as expressly set out in these Terms, the Services are provided "as is" and "as available" and OGateway disclaims, to the maximum extent permitted by law, all other warranties, conditions, and representations, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or uninterrupted operation.
18. Limitation of Liability
18.1 Excluded losses
To the maximum extent permitted by law, OGateway shall not be liable to the Merchant or any Authorised User for any:
(a)loss of profit, revenue, business, goodwill, anticipated savings, or opportunity;
(b)loss or corruption of data (other than as required by the Data Protection Act, 2012);
(c)indirect, consequential, special, punitive, or exemplary loss or damage;
(d)loss arising from the acts or omissions of Payers, Authorised Users, banks, mobile-money operators, card schemes, telecommunications providers, or other third parties;
(e)loss arising from the Merchant’s breach of these Terms or applicable law;
(f)loss arising from the sharing, theft, phishing, or compromise of Security Codes; or
(g)loss arising from force majeure as set out in Clause 21.
18.2 Cap on liability
Without prejudice to Clause 18.1, the aggregate liability of either party to the other under or in connection with these Terms in any twelve (12)-month period shall not exceed the total fees actually paid by the Merchant to OGateway during the twelve (12) months immediately preceding the event giving rise to the claim, subject to a minimum floor of Two thousand United States Dollars (US$ 2,000). This cap applies mutually: the Merchant’s total liability to OGateway under the indemnity in Clause 19, and otherwise under these Terms, shall not exceed the same amount in any twelve (12)-month period.
18.3 Liabilities not excluded
Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.
19. Indemnity
19.1 Merchant Indemnity
Subject to Clause 18.2, the Merchant agrees to indemnify, defend, and hold harmless OGateway, its officers, directors, employees, agents, and partners against any and all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a)the Merchant’s or any Authorised User’s breach of these Terms or any OGateway Policy;
(b)the Merchant’s or any Authorised User’s breach of applicable law;
(c)the goods or services supplied by the Merchant to Payers, including disputes regarding quality, delivery, refunds, or non-supply;
(d)any Chargeback, refund, or reversal attributable to the Merchant; or
(e)any third-party claim arising from the Merchant’s use of the Services.
19.2 OGateway Indemnity
Subject to Clause 18.2, OGateway agrees to indemnify, defend, and hold harmless the Merchant against any and all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) OGateway’s breach of these Terms;
(b) OGateway’s negligence or wilful misconduct in connection with the provision of the Services; or
(c) any infringement by the Services of a third party’s intellectual-property rights, except to the extent caused by the Merchant’s modification of the Services.
19.3 Indemnity procedure
The party seeking indemnification (the “Indemnified Party”) shall: (a) give the indemnifying party prompt written notice of the relevant claim; (b) grant the indemnifying party the right to participate in the defence of the claim, subject to the Indemnified Party’s right to retain its own counsel at its own expense; and (c) not settle the claim without the prior written consent of the indemnifying party, such consent not to be unreasonably withheld or delayed. The indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party’s prior written consent.
20. Suspension and Termination
20.1 Suspension
OGateway may suspend the Services (in whole or in part) or restrict access to an Account where:
(a)it suspects or has reasonable grounds to believe that actual unauthorised access, fraud, money laundering, or other illegal activity is occurring or has occurred, in which case suspension may be immediate ;
(b)the Merchant fails to provide requested KYC, AML, or compliance information within the timeframe specified by OGateway;
(c)the Merchant breaches these Terms or any OGateway Policy, and (where the breach is remediable) has not remedied it within forty-eight (48) hours of written notice from OGateway ;
(d)required by law, court order, or directive of a competent regulator; or
(e)reasonably necessary to protect OGateway, other customers, Payers, or the public from imminent harm.
OGateway shall notify the Merchant of any suspension as soon as reasonably practicable and, where the suspension is based on grounds (c) or (e), shall specify the steps required to lift the suspension.
20.2 Termination by either party
Either party may terminate the Merchant Agreement and these Terms by giving the other party not less than thirty (30) days’ written notice.
20.3 Termination for cause
OGateway may terminate immediately on written notice (including by email or in-app message) where the Merchant:
(a)commits a material breach of these Terms and (if remediable) fails to remedy the breach within fourteen (14) days of notice;
(b)becomes insolvent, enters into liquidation, administration, or analogous proceedings;
(c)is convicted of, charged with, or reasonably suspected of, a financial crime; or
(d)ceases to be eligible under Clause 3.1.
20.4 Effect of termination
On termination:
(a)the Merchant’s right to use the Services ceases immediately;
(b)OGateway will return any undisputed balance held in the Merchant’s Account, less amounts owed to OGateway, after the expiry of a reasonable hold-back period (typically 120 days) to cover potential Chargebacks, refunds, or other liabilities;
(c)accrued rights and liabilities are not affected; and
(d)Clauses 9, 12, 13, 14, 18, 19, 22, 23, and 24 shall survive termination and continue in full force and effect.
21. Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic or epidemic, war, terrorism, civil unrest, government action, regulatory directive, strikes, telecommunications infrastructure failures, internet outages, or power outages. For the avoidance of doubt, failures of OGateway’s core banking, mobile-money, or card-scheme processing partners that are within OGateway’s reasonable ability to mitigate (including through use of alternative providers or routing) shall not constitute a force majeure event. The party affected by a force majeure event shall notify the other party as soon as reasonably practicable, indicating the nature of the event, its likely duration, and the steps being taken to minimise its impact.
22. Confidentiality
Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services and shall use it only for the purpose of performing its obligations under these Terms. This obligation shall survive termination of these Terms for a period of three (3) years. This obligation does not apply to information that: (a) is or becomes publicly known other than through breach of this Clause; (b) was lawfully known to the receiving party before disclosure; (c) is required to be disclosed by law or competent authority; or (d) is independently developed by the receiving party without use of the other party’s confidential information. Where disclosure is required by law, the disclosing party shall notify the other party as soon as lawfully permitted.
23. Dispute Resolution and Governing Law
23.1 Good-faith negotiation
Any dispute, controversy, or claim arising out of or in connection with these Terms (a "Dispute") shall first be referred to the parties’ senior representatives, who shall attempt in good faith to resolve the Dispute through negotiation. The Merchant must raise the Dispute using the contact channels in Clause 24, and the parties shall negotiate for a period of not less than thirty (30) days from the date the Dispute is first raised in writing.
23.2 Arbitration
If the Dispute is not resolved through negotiation within the period in Clause 23.1, either party may refer the Dispute to arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798), administered by the Ghana Arbitration Centre or such other arbitral institution as the parties may agree. The arbitration shall:
(a)be conducted by a sole arbitrator appointed by agreement of the parties or, failing agreement, by the appointing authority under the Act;
(b)take place in Accra, Ghana;
(c)be conducted in the English language; and
(d)result in an award that is final and binding on the parties.
23.3 Recourse to the courts
Notwithstanding Clauses 23.1 and 23.2, either party may at any time seek urgent injunctive or interim relief from the courts of Ghana, and either party may refer a Dispute to the courts of Ghana if the other party fails or refuses to participate in negotiation or arbitration. The courts of Ghana shall otherwise have exclusive jurisdiction to hear any Dispute that is not subject to, or has not been resolved by, arbitration.
23.4 Regulator complaints
Nothing in this Clause 23 affects the right of a Merchant, Authorised User, or Payer to lodge a complaint with the Bank of Ghana, the Data Protection Commission, the Financial Intelligence Centre, or any other competent regulator, in accordance with the OGateway Consumer Protection Policy and applicable law.
23.5 Governing law
These Terms and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, the laws of the Republic of Ghana.
24. Notices and Contact Channels
24.1 Notices to OGateway
You may contact OGateway, including for service issues, complaints, security incidents, or data-subject requests, through the following channels:
Email: compliance@ogateway.co | info@ogateway.co
Telephone / WhatsApp: +233 548 195 021 / +233 545 090 935
Telegram / Slack: via Joint channels
Website: https://ogateway.io
24.2 Notices to the Merchant
OGateway may give the Merchant notice through any of: (a) email to the address on file; (b) SMS or push notification to a registered device; (c) in-app message in the mPOS application or web dashboard; or (d) a notice on the OGateway website. Notices are deemed received on the day of sending if sent on a business day during business hours, and otherwise on the next business day.
25. Changes to these Terms
OGateway may amend these Terms from time to time to reflect changes in the Services, applicable law, regulatory guidance, or business practice. Material changes will be notified at least fourteen (14) days in advance through the dashboard, the mPOS application, email, or the OGateway website. Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms. If you do not accept the amended Terms, you must stop using the Services and may terminate your Account under Clause 20.
26. General
26.1 Entire agreement
These Terms, the Merchant Agreement (if any), and the OGateway Policies together constitute the entire agreement between the parties in respect of the Services and supersede all prior agreements, representations, and understandings.
26.2 Assignment
The Merchant may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without OGateway’s prior written consent. OGateway may assign or transfer its rights and obligations to any affiliate or successor in business, or in connection with a merger, acquisition, or sale of assets.
26.3 No partnership or agency
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
26.4 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.
26.5 Waiver
No failure or delay by either party in exercising any right under these Terms shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise of that right.
26.6 Third-party rights
A person who is not a party to these Terms has no right to enforce any of its provisions.
26.7 Language
These Terms are written in English. Any translation is provided for convenience only; in the event of conflict, the English version prevails.
26.8 Headings
Clause headings are for convenience only and do not affect interpretation.
27. Acknowledgement
By clicking "I Accept", signing electronically, signing a Merchant Agreement that incorporates these Terms, or accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and the OGateway Policies. If you are accepting on behalf of a Merchant, you warrant that you are duly authorised to bind that Merchant.
© Open Gateway Company LTD. All rights reserved. OGateway and the OGateway logo are trademarks of Open Gateway Company LTD.
will assist you
