Last Updated: May 26, 2025

This User Agreement ("Agreement") is a contract between you and Eleastar Technology Limited, a company registered and incorporated in Nigeria ("Cellus" or "Company") for digital wallet services, domestic payments, and peer-to-peer transfers. This User Agreement applies to your use of Cellus® products and services and any other Cellus® features, technologies, and/or functionalities offered by Company on our website, in the Cellus app or through any other means (the "Cellus Services") whether as visitors, registered users, or account holders.

The Cellus Services are provided to you subject to this Agreement as well as our Privacy Policy which is incorporated in this Agreement by this reference. By using Cellus Services you accept and agree to be bound and abide by these Terms. If you do not agree with any part of the Terms, please do not use the Cellus Services.

1. Definitions

The following definitions apply:

• "App" means the mobile application operated by Cellus that facilitates Payment Transactions to Cellus customers through aggregated accounts at Paystack, 9PSB, and Quidax;
• "Account" means any account opened for you with us enabling you to access the App, including a payment account, electronic money account, or digital wallet;
• "Accepted Payment Method" means a payment by Card, bank transfer, Mobile Money Account, or any other payment method accepted by Cellus;
• "Authentication" means the performance of operations which enable us to verify your identity;
• "Authentication Instrument" means an item, feature, information or other instrument that enables you to authenticate yourself (password, PIN, biometric data, mobile phone number);
• "Authorize/Authorization" means the performance of operations by which you give us confirmation of your consent to performing certain operations;
• "Business Days" means a day other than a Saturday, Sunday or a public holiday in Nigeria when financial institutions are open for business;
• "Card" means a bank, payment, or credit card which is denominated in a fiat currency;
• "Payment Transaction" means a transaction for the transfer of funds initiated by you or on your behalf;
• "Third-Party Service Providers" means Paystack, 9PSB, Quidax, and other service providers we work with;
• "Cellus Tag" means a unique identifier assigned to each user account that enables peer-to-peer transfers and payments within the Cellus ecosystem;
• "Multi-Currency Account" means the ability to hold, manage, and transact in multiple currencies including Nigerian Naira (NGN) and United States Dollar (USD) within your Cellus wallet;
• "Currency Conversion" means the exchange of one currency for another using CBN-based conversion rates plus applicable service margins, including conversion between NGN and USD;
• "Exchange Rate" means the rate at which one currency is exchanged for another, based on Central Bank of Nigeria (CBN) international conversion rates;
• "USDC" means USD Coin, a digital stablecoin pegged to the US Dollar that backs your USD balance in the Cellus wallet;
• "Stablecoin" means a type of cryptocurrency designed to maintain stable value relative to a reference asset, in this case the US Dollar;

2. Third-Party Service Providers

By using certain Cellus Services, you expressly acknowledge and authorize Cellus to share information with our third-party service providers. These providers include:

• Paystack Payments Limited ("Paystack") for payment processing, adding cash and cashouts;
• 9 Payment Service Bank Limited ("9PSB") for airtime purchases, data bundles, and bill payments;
• Quidax Technologies Limited ("Quidax") for cryptocurrency wallet services;

Your use of these services is subject to the respective providers' terms of service and privacy policies. Pursuant to these Terms of Use you are authorizing and directing Cellus to create and administer these accounts on your behalf, to consent and agree to necessary terms and policies (where applicable) on your behalf, and to carry out the transactional instructions that you may provide to us from time to time.

You agree that Cellus may access and retrieve your information from these accounts in order to display that information to you and facilitate your use of those accounts through the Cellus Services. You also acknowledge that Cellus will close all such affiliate and third-party accounts if and when you terminate your Account with Cellus.

3. Acceptance of Terms

By creating an account or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use the Service. You may, at any time and at no cost to you, obtain a copy of this Agreement by accessing the App or contacting us at legal@cellus.app.

4. Eligibility and Account Requirements

To use our Service, you must:

• Be at least 18 years old or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding agreements
• Not be prohibited from using financial services under applicable laws
• Provide accurate and complete information during registration
• Maintain the security of your account credentials

3. Account Registration and Security

When you create an account with us, you must provide information that is accurate, complete, and current at all times. You are responsible for safeguarding the password and for maintaining the confidentiality of your account. You agree to:

• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account
• Provide accurate identity verification documents when requested

4. Services Provided

Cellus provides digital wallet and financial services including but not limited to:

• Domestic payment processing and bill payments
• Peer-to-peer money transfers using Cellus Tags
• Multi-currency account management (NGN and USDC-backed USD)
• Currency conversion services between NGN and USD using CBN-based rates with competitive margins
• Cryptocurrency wallet services (powered by Quidax)
• Mobile recharge and utility bill payments
• Bank-to-bank transfers

5. Cellus Tags and Peer-to-Peer Transfers

Cellus Tag System

Each Cellus user is assigned a unique Cellus Tag that serves as their digital identity within the platform. Your Cellus Tag enables you to:

• Send and receive money instantly to other Cellus users without sharing sensitive banking information
• Create a personalized payment identity that friends and family can easily remember
• Maintain privacy while conducting peer-to-peer transactions
• Access transaction history and manage your payment network

Peer-to-Peer Transfer Terms

By using Cellus Tags for peer-to-peer transfers, you agree that:

• Transfers are final and irreversible once completed, except in cases of technical errors
• You are responsible for ensuring accuracy of the recipient's Cellus Tag before initiating transfers
• Transaction limits apply based on your account verification level and regulatory requirements
• Fees may apply for certain types of transfers as disclosed at the time of transaction
• You will not use the service for illegal activities, money laundering, or fraud

6. Multi-Currency Accounts and Currency Conversion

Multi-Currency Account Features

Cellus provides multi-currency account functionality allowing you to hold, manage, and transact in both Nigerian Naira (NGN) and United States Dollar (USD). This service includes:

• Separate wallet balances for NGN and USD currencies
• USD balance backed by USDC stablecoin to ensure stability and 1:1 peg with the US Dollar
• Real-time balance tracking for both currencies
• Currency-specific transaction history and reporting
• Seamless switching between currency accounts within the app

Currency Conversion Services

Currency conversion between NGN and USD is facilitated through our authorized service providers and is subject to the following terms:

Exchange Rates

• Exchange rates are based on Central Bank of Nigeria (CBN) standard conversion rates with additional margins to cover operational costs and service fees
• CBN official rates serve as the foundation to ensure compliance with Nigerian foreign exchange regulations
• Cellus applies competitive margins above CBN rates to cover platform maintenance, regulatory compliance, and business operations
• Rates displayed at the time of conversion include all applicable margins and fees, providing full transparency
• Final conversion rates are clearly shown before transaction confirmation, allowing you to review and accept the total cost
• USD conversions are backed by USDC stablecoin to maintain stability and regulatory compliance

Conversion Process

• Conversions are processed using CBN-based rates plus applicable margins during business hours
• NGN to USD conversions result in USDC-backed USD balance for enhanced stability
• USD to NGN conversions utilize USDC reserves to ensure liquidity and compliance
• Conversion margins vary based on market conditions, transaction volume, and operational requirements
• Minimum and maximum conversion limits apply based on CBN regulatory requirements
• You must have sufficient balance in the source currency to complete the conversion
• Converted funds are immediately available in your destination currency wallet

Regulatory Compliance

Currency conversion services are subject to Nigerian foreign exchange regulations and Central Bank of Nigeria (CBN) guidelines. We may:

• Require additional documentation for large conversion amounts
• Implement daily, monthly, or annual limits on conversion amounts
• Suspend or restrict conversion services to comply with regulatory requirements
• Report conversion activities to relevant authorities as required by law

7. User Responsibilities and Prohibited Activities

You agree not to use the Service for any unlawful purpose or in any way that could damage, disable, or impair the Service. Prohibited activities include:

• Money laundering, terrorist financing, or other illegal financial activities
• Fraud, forgery, or identity theft
• Violating any applicable laws or regulations
• Attempting to gain unauthorized access to our systems
• Using the Service for gambling or other restricted activities
• Creating multiple accounts to circumvent limits or restrictions
• Providing false or misleading information

8. Fees and Charges

We may charge fees for certain services. All applicable fees will be disclosed to you before you complete a transaction. You agree to pay all fees and charges incurred in connection with your use of the Service. We reserve the right to change our fee structure with reasonable notice.

Specific Service Fees

• Cellus Tag Transfers: Peer-to-peer transfers using Cellus Tags may be subject to transaction fees based on transfer amount and frequency
• Currency Conversion: NGN to USD and USD to NGN conversions include competitive margins above CBN rates plus processing fees to cover operational costs
• Cross-Border Transfers: International transfers may incur additional fees from correspondent banks and regulatory compliance costs
• Premium Features: Enhanced account features and higher transaction limits may require subscription fees

Fee Transparency: All fees are clearly displayed before transaction confirmation. You will always have the opportunity to review and accept fees before completing any transaction.

9. Transaction Limits and Restrictions

We may impose limits on the amount, frequency, or type of transactions you can conduct through the Service. These limits may be based on various factors including your account verification level, transaction history, and regulatory requirements.

10. Data Protection and Privacy

The purpose of this Data Protection Policy is to outline Cellus' commitment to protecting personal data and ensuring compliance with applicable data protection laws, including Nigerian Data Protection Regulations (NDPR), and other relevant regulations.

Information We Collect

• Personal Information: Name, phone number, email address, date of birth, government-issued ID, and payment details
• Financial Data: Bank Verification Number (BVN)
• Technical Data: IP addresses, device identifiers, log data, and usage patterns
• KYC Information: Information required to verify your identity under our Know Your Customer policy
• Location Data: GPS data, if location services are enabled on your device

How We Use Your Information

• Facilitate transactions through the mobile wallet
• Verify your identity and comply with legal requirements (KYC and AML regulations)
• Improve the functionality of the App, including bug fixes and updates
• Send transaction notifications and account-related communications
• Prevent fraud and monitor suspicious activities
• Provide customer support

Data Sharing and Disclosure

We do not sell or rent your personal information to third parties. However, we may share your information with:

• Service Providers: Third-party vendors for payment processing, data analytics, and customer support
• Regulatory Authorities: To comply with legal obligations or respond to lawful requests
• Business Transfers: In the event of a merger, acquisition, or sale of business assets

Your Rights

• Right to Access: Request access to your personal data held by Cellus
• Right to Rectification: Request correction of inaccurate or incomplete personal data
• Right to Erasure: Request deletion of your personal data when no longer necessary
• Right to Data Portability: Receive your personal data in a structured format
• Right to Withdraw Consent: Withdraw consent for processing at any time

11. Know Your Customer (KYC) Policy

The KYC policy is designed to ensure compliance with legal and regulatory requirements related to customer identification and verification. This helps prevent fraud, identity theft, and financial crimes.

Information Required

During registration and for certain transactions, we will collect and verify:

• Full name and date of birth
• Nationality and address
• Valid identification document (e.g., NIN)
• Bank Verification Number (BVN)
• Proof of address (e.g., utility bill, residential building snapshot)

Verification Process

• Document Verification: We use third-party services to verify the authenticity of your ID
• Face Recognition: In some cases, we may use facial recognition for identity verification
• Customer Due Diligence (CDD): We perform thorough due diligence by verifying identities, assessing risk profiles, and monitoring ongoing transactions

12. Anti-Money Laundering (AML) and Compliance

Cellus is committed to combating money laundering and terrorist financing activities. We comply with relevant laws and guidelines, including the CBN AML/CFT regulations.

Transaction Monitoring

• Real-time monitoring: We continuously monitor all transactions for unusual patterns
• Suspicious Activity Reporting: We report suspicious transactions to appropriate authorities
• Account Actions: We may temporarily suspend or freeze accounts if suspicious activities are detected

13. Refund Policy

All transactions made using Cellus are final and non-reversible, except in specific cases outlined below.

Refund Eligibility

• Failed Transactions: If a payment or transfer fails due to technical reasons, the amount will be credited back to your account
• Service Errors: If a service error results in overcharging or other discrepancies, a refund may be processed

Refund Process

• Contact customer support within 30 days of the transaction
• Provide transaction details (date, amount, reason for refund request)
• Our team will investigate and process refunds within 7-10 business days if applicable

14. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Eleastar Technology Limited and its licensors. The Service is protected by copyright, trademark, and other laws. You may not reproduce, distribute, or create derivative works without our express written permission.

15. Data Security

We implement strict security measures to protect your personal information, including encryption and two-factor authentication. Our security measures include:

• Encryption: Encrypting sensitive data at rest using industry-standard protocols
• Access Controls: Strict access controls ensuring only authorized personnel can access personal data
• Regular Security Audits: Conducting regular audits to identify and mitigate vulnerabilities
• Incident Response Plan: Established procedures to address data breaches promptly

However, no method of data transmission or storage is 100% secure. We strive to protect your information, but cannot guarantee its absolute security.

16. Third-Party Services

Our Service integrates with third-party services, including Paystack, 9PSB, and Quidax for cryptocurrency services. Your use of such third-party services is subject to their respective terms and conditions. We are not responsible for the actions or policies of third-party service providers.

17. Disclaimers and Limitation of Liability

General Disclaimers

The Cellus Services are provided on an "as is", "as available" and "with all faults" basis, without any representations, warranties, guarantees, or conditions of any kind, express, implied or statutory. We do not warrant that the services, or the servers that process information for the services, are free of viruses, bugs or other harmful components.

Limitations on Liability

Except as otherwise expressly provided in this Agreement, and to the extent permissible under applicable law, our cumulative liability to you for any claims or damages arising out of or related to your use of the Services shall not exceed the fees you paid to us for the Services.

Neither we, nor any third party, nor any of our respective affiliates, vendors, agents or suppliers will be liable for any damages of any kind arising from the use of the services, including but not limited to indirect, special, incidental, punitive, exemplary, consequential damages, lost data, lost profits, or business interruption, whether based on contract, tort, negligence, strict liability or otherwise.

Equipment and Maintenance

You assume the entire cost of all necessary maintenance, repair, or correction to any equipment you use in accessing any of the services, including but not limited to your mobile phone or other device.

18. Indemnification and Release

Mutual Indemnification

Except to the extent that any loss is due to a Party's negligence, willful default or fraud, each Party will indemnify the other Party against all costs, losses, claims and expenses which may be incurred arising as a result of or in connection with this Agreement.

Customer Dispute Release

If you have a dispute with one or more other Cellus customers relating to payment, we are not responsible for any such dispute and you hereby release us (and our officers, directors, agents, and employees) from any and all claims, demands and damages of every kind arising out of or in any way connected with such disputes.

19. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Service will cease immediately.

20. Force Majeure

We shall not be liable for any delay or failure in the performance or delivery, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by acts of God, acts of public enemies, riots, disease (including pandemics), strikes, acts of governmental agencies, labour difficulties, failure of power or telecommunications suppliers, delays in securing materials, breakdown or destruction of equipment, or any other cause beyond our control.

21. Applicable Law and Dispute Resolution

This Agreement will be governed by Nigerian law and the courts of Delta State, Nigeria will have exclusive jurisdiction over any claim, dispute or matter, as stated in Eleastar Technologies' Terms of Use.

Jurisdiction and Venue

Any legal action or proceeding arising under this Agreement will be brought exclusively in the Federal High Court of Nigeria, Delta State. By using our services, you consent to the jurisdiction and venue of such courts and waive any objection as to inconvenient forum.

Complaints Procedure

You shall have the right to submit any complaints about the services provided to you by email to us at support@cellus.app. We will handle all complaints in accordance with our internal complaints handling procedures as outlined in our parent company's terms.

If we have not replied to a duly submitted customer complaint within 15 days, you may have a right to seek recourse from relevant regulatory authorities in Nigeria, including but not limited to the Central Bank of Nigeria (CBN) and other applicable regulatory bodies.

Alternative Dispute Resolution

Before initiating any legal proceedings, parties agree to attempt resolution through good faith negotiations. If such negotiations fail, disputes may be referred to mediation or arbitration as provided for under Nigerian law and in accordance with the dispute resolution mechanisms outlined in Eleastar Technologies' Terms and Conditions.

22. General Provisions

Tax Responsibilities

It is your responsibility to determine what, if any, taxes apply to any Payment Transaction you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

Assignment and Transfer

You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement without our prior written consent. We shall have the right to assign, transfer or novate the Agreement or any rights and obligations under any Agreement to a third party without your consent.

Severability

If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement.

Changes to Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

23. Cookies and Tracking Technologies

We use cookies to enhance your experience on our App. You can manage your cookie preferences in your device settings. However, disabling cookies may affect the functionality of the App.

24. How to Contact Us

If you are dissatisfied with any aspect of the Services that you have received from Cellus, or if you have any questions about these Terms of Service, you can:

• Send an email to support@cellus.app
• Send legal inquiries to legal@cellus.app
• Use the Cellus mobile app in-app customer support chat