Terms of Service

1. Introduction and Acceptance

Welcome to Bédoo. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, or “your”) and Rezo Nclusif Ltd, a company incorporated in England and Wales under company number 14908857, trading as “Bédoo” and “Bedoopay” (“we”, “us”, or “our”).

By accessing or using the Bédoo application (available at app.bedoopay.com and on the Google Play Store), the Bédoo website (bedoopay.com), or any related services (collectively, the “Services”), 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 must not access or use the Services.

These Terms should be read in conjunction with any applicable terms and conditions of our regulated third-party partners, including but not limited to NOAH, Bridge, and our mobile money aggregators, whose services are subject to their own terms and regulatory frameworks.

2. Definitions

“Application” means the Bédoo progressive web application accessible via app.bedoopay.com and the Google Play Store.

“Digital Wallet” means the self-custodial digital wallet provided through the Application, which enables Users to hold and manage supported digital assets.

“Digital Assets” means USD-denominated stablecoins (USDC and USDT) supported within the Digital Wallet.

“Virtual IBAN” means the virtual international bank account number (in USD or EUR) provided to Users through our regulated banking partners.

“Mobile Money Services” means the mobile money transfer and top-up services available in supported African markets through regulated third-party aggregators.

“KYC” means Know Your Customer verification procedures.

“AML” means Anti-Money Laundering compliance requirements.

3. Eligibility

To use the Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher.

• Have the legal capacity to enter into a binding contract.

• Not be a resident of, or located in, any jurisdiction where the use of the Services would be prohibited by applicable law.

• Not be subject to any economic or trade sanctions administered or enforced by any governmental authority.

• Successfully complete all applicable KYC and identity verification procedures required by our regulated partners.

We reserve the right to refuse, suspend, or terminate access to the Services at any time if we reasonably believe that you do not meet these eligibility requirements.

4. Description of Services

4.1 Self-Custodial Digital Wallet

Bédoo provides a self-custodial digital wallet that enables you to hold, send, and receive supported Digital Assets. As a self-custodial solution, you retain sole control over your wallet and the private keys associated with it. Bédoo does not hold, manage, or have access to your funds. You are solely responsible for safeguarding your wallet credentials, recovery phrases, and access to your account.

Important: The loss of your wallet credentials or recovery information may result in the permanent and irreversible loss of your Digital Assets. Bédoo cannot recover, reset, or restore access to your wallet.

4.2 Virtual IBAN Services

Through our regulated banking partners, NOAH and Bridge, Bédoo facilitates access to virtual international bank account numbers (IBANs) denominated in USD and EUR. These Virtual IBAN services are provided and operated by NOAH and Bridge under their respective regulatory authorisations, licences, and terms and conditions.

Bédoo acts as a technology intermediary and does not itself provide banking, payment, or e-money services. The contractual relationship for Virtual IBAN services is between you and the relevant regulated partner. You acknowledge and agree that Virtual IBAN services are subject to the terms and conditions, privacy policies, and regulatory requirements of the relevant partner.

4.3 Mobile Money Services

Bédoo facilitates mobile money transfers, airtime top-ups, and data purchases in supported African markets through regulated third-party aggregators. These services are provided by the relevant aggregator under their own regulatory licences and terms and conditions.

Bédoo does not itself operate as a mobile money provider or payment institution in any jurisdiction. Availability, fees, processing times, and transaction limits for Mobile Money Services are determined by the relevant third-party aggregator and may vary by market.

4.4 Currency Conversion

The Application may display exchange rates and facilitate currency conversions between Digital Assets and local currencies. Exchange rates are indicative and may fluctuate. Final exchange rates are determined at the time of transaction confirmation by the relevant service provider. Bédoo is not responsible for any losses arising from exchange rate fluctuations.

4.5 Transaction Settlement

Transactions processed through the Bédoo platform are settled using stablecoin infrastructure through our registered partners. This infrastructure provides transparency, security, and efficiency in transaction processing. Bédoo does not offer, facilitate, or provide any form of cryptocurrency trading, exchange, or investment services.

5. Account Registration and Security

To access the Services, you must create an account and provide accurate, complete, and up-to-date information as required during the registration process. You agree to:

• Provide truthful and accurate information during registration and throughout your use of the Services.

• Maintain the security and confidentiality of your account credentials, including any PINs, passwords, and recovery phrases.

• Promptly notify Bédoo of any unauthorised access to or use of your account.

• Accept full responsibility for all activities occurring under your account.

You must not create more than one account, create an account on behalf of another person without proper authorisation, or use another person’s account.

6. Identity Verification, KYC, and AML Compliance

Registration and transaction processing through the Bédoo platform are subject to KYC and AML checks conducted by our regulated partners in accordance with applicable laws and regulations, including but not limited to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), and equivalent regulations in other applicable jurisdictions.

You agree to:

• Provide all documentation and information reasonably requested for the purposes of identity verification and KYC/AML compliance.

• Consent to the processing of your personal data by Bédoo and its regulated partners for KYC/AML purposes.

• Acknowledge that failure to provide requested information may result in the suspension or termination of your account and the inability to process transactions.

Bédoo and its partners reserve the right to refuse, delay, or reverse any transaction where there are reasonable grounds to suspect non-compliance with applicable laws, fraud, or any form of financial crime.

7. User Obligations and Prohibited Activities

You agree to use the Services in compliance with all applicable laws and regulations. You shall not:

• Use the Services for any unlawful purpose, including money laundering, terrorist financing, fraud, or any other financial crime.

• Attempt to circumvent any KYC, AML, or sanctions screening measures.

• Use the Services in any manner that could damage, disable, overburden, or impair the Application or interfere with any other party’s use of the Services.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application.

• Use automated means (bots, scrapers, or similar technologies) to access or interact with the Services.

• Impersonate any person or entity or falsely represent your affiliation with any person or entity.

• Engage in any activity that may expose Bédoo, its partners, or other Users to legal liability.

8. Fees and Charges

Bédoo may charge fees for certain Services. Applicable fees will be clearly disclosed to you before you confirm any transaction. Fees may include, but are not limited to, transaction fees, currency conversion fees, and service charges.

Third-party fees imposed by our banking partners, mobile money aggregators, or blockchain networks are outside of Bédoo’s control and are the responsibility of the User. Bédoo will endeavour to provide transparent disclosure of all applicable fees.

We reserve the right to modify our fee structure at any time. Any changes to fees will be communicated to Users in advance through the Application or via email.

9. Third-Party Services and Partners

The Services incorporate and rely upon services provided by regulated third-party partners, including:

• NOAH and Bridge for Virtual IBAN and banking services.

• Regulated mobile money aggregators for mobile money, airtime, and data services in Africa.

• Stablecoin infrastructure providers for transaction settlement.

Each third-party partner operates under its own regulatory authorisations, terms and conditions, and privacy policies. By using Services that involve third-party partners, you agree to comply with the applicable terms and conditions of those partners.

Bédoo is not responsible for the acts or omissions of any third-party partner, the availability or quality of their services, or the accuracy of information provided by them. Any disputes arising from third-party services should be directed to the relevant provider in the first instance.

10. Intellectual Property

All intellectual property rights in the Application, the website, and the Services, including but not limited to software, designs, trademarks, logos, text, and graphics, are owned by or licensed to Rezo Nclusif Ltd. The names “Bédoo” and “Bedoopay”, and all associated logos and marks, are trading names and trademarks of Rezo Nclusif Ltd.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Application for personal, non-commercial purposes in accordance with these Terms. You must not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any content from the Services without our prior written consent.

11. Disclaimers and Limitation of Liability

11.1 No Financial Advice

Bédoo does not provide investment, financial, tax, or legal advice. The Services are not intended to constitute, and should not be construed as, a recommendation or solicitation to buy, sell, or hold any digital asset or financial instrument. You should consult a qualified professional before making any financial decisions.

11.2 Digital Asset Risks

Digital Assets, including stablecoins, are subject to market, technical, and regulatory risks. While stablecoins are designed to maintain a stable value, there is no guarantee that they will do so at all times. You acknowledge that the value of Digital Assets can fluctuate and that you may lose some or all of your holdings.

11.3 No Custody of Funds

Bédoo provides a self-custodial wallet solution. We do not hold, manage, control, or have access to your funds or Digital Assets at any time. You bear sole responsibility for the security and management of your wallet and any assets held therein.

11.4 Service Availability

The Services are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

11.5 Limitation of Liability

To the maximum extent permitted by applicable law, Bédoo, its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or Digital Assets, arising out of or in connection with your use of the Services.

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

12. Suspension and Termination

We reserve the right to suspend or terminate your access to the Services, in whole or in part, at any time and without prior notice, if:

• You breach any provision of these Terms.

• We are required to do so by law, regulation, or a court or regulatory order.

• We reasonably suspect fraudulent, illegal, or unauthorised activity on your account.

• Continued provision of the Services to you would pose a risk to Bédoo, other Users, or any third party.

You may terminate your account at any time by contacting us. Upon termination, you remain responsible for any outstanding obligations and for securing any Digital Assets held in your wallet.

13. Data Protection and Privacy

Your privacy is important to us. Our collection, use, and processing of your personal data is governed by our Privacy Policy, which forms an integral part of these Terms. By using the Services, you consent to the collection and processing of your personal data as described in the Privacy Policy.

For full details on how we handle your personal data, please refer to our Privacy Policy available at bedoopay.com/privacy.

14. Modifications to These Terms

We reserve the right to amend or update these Terms at any time. Material changes will be notified to you through the Application or by email at least 30 days before they take effect. Your continued use of the Services after the effective date of any amendments constitutes your acceptance of the revised Terms.

It is your responsibility to review these Terms periodically. The most current version will always be available at bedoopay.com/terms.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall first be referred to mediation. If mediation fails to resolve the dispute within 30 days, the dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Nothing in this clause shall prevent either party from seeking interim or injunctive relief from any court of competent jurisdiction.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable third-party partner terms, constitute the entire agreement between you and Bédoo with respect to the Services.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

The failure of Bédoo to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Bédoo may assign its rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.5 Force Majeure

Bédoo shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, cyberattacks, pandemics, or disruptions to blockchain networks.

16.6 Notices

All notices to Bédoo should be sent by email to legal@bedoopay.com or by post to Rezo Nclusif Ltd, registered address in England and Wales. Notices to you may be sent to the email address associated with your account.

17. Contact Information

Rezo Nclusif Ltd

Company Number: 14908857

Registered in England and Wales

Email: legal@bedoopay.com

Website: bedoopay.com