Rex BaaS

Banking-as-a-Service Platform — Service Agreement

Powered by Rex Microfinance Bank

Last Updated: July 2026

Version: 1.0

This Service Agreement ("Agreement") is entered into between Rex Microfinance Bank Limited ("Rex MFB", "we", "us", or "our"), a microfinance bank licensed by the Central Bank of Nigeria (CBN), and the business entity that completes the registration process on the Rex BaaS Platform ("Partner", "you", or "your").

By clicking "I Agree" or "Submit" during the onboarding process, you confirm that you have read, understood, and accepted all the terms of this Agreement on behalf of your business. This Agreement becomes binding from the moment you accept it.

1. Definitions

The following words have specific meanings throughout this Agreement:

  • BaaS Platform means the Rex Microfinance Bank self-service Banking-as-a-Service web portal and the associated APIs, dashboards, and tools made available to you.
  • Partner means the business entity registered on the BaaS Platform.
  • End Users means the customers of the Partner who interact with financial products or services built by the Partner using the BaaS Platform.
  • Sandbox Environment means the testing environment provided to the Partner immediately upon registration, using simulated data and no real funds.
  • Live Environment means the production environment, accessible only after Rex MFB has completed and approved the Partner's compliance review.
  • API Keys means the unique authentication credentials (test or live) issued to the Partner to access Rex MFB's APIs.
  • Virtual Account means a unique account number assigned to an End User or terminal by Rex MFB, linked to the Partner's settlement account.
  • Settlement Account means the real bank account held by Rex MFB in the Partner's name, which aggregates all transactions from the Partner's virtual accounts.
  • KYC means Know Your Customer — the process of verifying the identity and legitimacy of the Partner and its business representatives.
  • CBN means the Central Bank of Nigeria.

2. The Services We Provide

Under this Agreement, Rex MFB makes the following services available to you through the BaaS Platform:

2.1 Sandbox Access

As soon as you complete registration, we give you immediate access to a sandbox (test) environment. This lets you build and test your integration before going live. No real money moves in the sandbox.

2.2 API Access

We provide API keys that let your systems connect to Rex MFB's infrastructure. You will receive test API keys immediately upon registration. Live API keys are issued only after your compliance review is approved.

2.3 Virtual Accounts

Once you go live, we can issue virtual account numbers to your End Users or business terminals. These virtual accounts are linked to your settlement account. All transactions on virtual accounts are reflected on your settlement account in real time.

2.4 Webhooks

We provide a webhook system that sends real-time event notifications to your configured endpoint when transactions or status changes occur.

2.5 Settlement Account

Upon compliance approval, Rex MFB opens a settlement account in your business name. This account holds the actual value of all funds transacted through your virtual accounts.

2.6 Future Services

Rex MFB may introduce additional services and capabilities to the BaaS Platform from time to time. Where new services are made available, the relevant terms, limits, and fees will be communicated to you before they take effect. Your continued use of any new service constitutes acceptance of the terms applicable to it.

3. Compliance and KYC

3.1 Your Obligation to Complete KYC

You must complete the full KYC and compliance process before you can access the Live Environment. This includes:

  • Providing accurate business information (business name, type, address, contact details).
  • Uploading all required business documents based on your business category (BNR, LLC, or Cooperative), as listed on the compliance page of the BaaS Platform.
  • Providing personal information for each business representative (full name, date of birth, BVN, gender, ID type and a copy of a valid government-issued ID).
  • Providing your settlement bank account details.
  • Accepting this Service Agreement.

3.2 Accuracy of Information

You confirm that all information and documents you submit are true, accurate, complete, and up to date. Submitting false, misleading, or fraudulent information is a material breach of this Agreement and may result in immediate suspension of your account and referral to relevant authorities.

3.3 Review Process

After you click Submit on your complete compliance package, Rex MFB will review your submission. We will notify you by email with our decision — approval or rejection — as soon as the review is complete. If we reject any part of your submission, we will tell you why, and you will have the opportunity to correct and resubmit.

3.4 Ongoing Compliance

Your obligation to maintain accurate, up-to-date records does not end after initial approval. You must notify us promptly — and update your records on the BaaS Platform — if there is any material change to your business information, ownership structure, or the identity of your business representatives. Rex MFB may request updated documents or re-verification at any time.

3.5 CBN and Regulatory Requirements

This Agreement and your use of the BaaS Platform are subject to the regulations of the Central Bank of Nigeria and any other applicable Nigerian law. We may be required by law to share information about your account or transactions with regulatory bodies. You consent to this.

4. Your Responsibilities as a Partner

4.1 Lawful Use

You must only use the BaaS Platform for lawful business purposes. You must not use Rex MFB's services to facilitate illegal transactions, money laundering, terrorism financing, fraud, or any activity that violates Nigerian law or CBN regulations.

4.2 Know Your End Users

You are responsible for conducting appropriate due diligence on your own End Users. Rex MFB does not carry out KYC on your End Users on your behalf. You must have your own policies in place to verify the identities of people transacting through your platform.

4.3 Protecting API Keys

Your API keys are confidential. You are responsible for keeping them secure. Do not share your keys publicly, commit them to version control, or expose them in client-side code. If you believe your keys have been compromised, you must revoke them and generate new ones immediately. Rex MFB is not liable for any losses resulting from your failure to secure your API keys.

4.4 Webhook Endpoints

You are responsible for maintaining a secure, available webhook endpoint. Rex MFB will retry failed webhook deliveries a reasonable number of times, but we are not liable for missed events resulting from your endpoint being unavailable or misconfigured.

4.5 Sandbox Use

The sandbox environment is for testing only. You must not use sandbox credentials to process real transactions or real customer data. Misuse of the sandbox environment is a breach of this Agreement.

4.6 Communicating with End Users

You are responsible for all communications with your End Users. You must provide your End Users with clear information about how their money and data are handled, including the role Rex MFB plays in powering your services — particularly where Rex MFB's name or branding may appear (e.g. on virtual account details).

4.7 Transaction Monitoring

You are responsible for monitoring transactions on your platform for suspicious activity. You must report any suspicious transactions to Rex MFB and the relevant authorities in line with Nigerian AML/CFT regulations.

5. Rex MFB's Responsibilities

5.1 Service Availability

We will make reasonable efforts to keep the BaaS Platform and associated APIs available to you. We target high uptime but cannot guarantee uninterrupted access — planned maintenance, regulatory requirements, or circumstances outside our control may cause temporary unavailability. We will notify you in advance of planned downtime where possible.

5.2 Security

We maintain appropriate security standards to protect the BaaS Platform infrastructure and the data transmitted through it. However, security is a shared responsibility — your obligations under Section 4.3 and 4.4 are equally important.

5.3 Funds Protection

All funds in your settlement account are held by Rex MFB and are protected in accordance with CBN regulations applicable to microfinance banks.

5.4 Notifications

We will notify you promptly by email of compliance decisions (approval or rejection), live account activation, and any material changes to these terms or our services.

5.5 Support

We will provide reasonable support for integration and operational issues through the support channels made available on the BaaS Platform.

6. Fees and Settlement

6.1 Fee Schedule

Fees for using the BaaS Platform and associated services (including virtual account issuance, transaction processing, and any future payout services) will be set out in a separate Fee Schedule communicated to you before you go live. By going live, you agree to the applicable fees.

6.2 Settlement

Funds received into your virtual accounts will be credited to your settlement account in real time. The settlement account balance represents the aggregate of all your virtual account activity.

6.3 Deductions

Rex MFB reserves the right to deduct applicable fees, charges, or amounts owed by you directly from your settlement account balance, with reasonable prior notice except where urgent deduction is required to prevent loss or regulatory breach.

6.4 Disputes

If you believe a transaction or fee has been applied in error, you must raise a dispute with Rex MFB within 30 days of the relevant transaction date. We will investigate and respond within a reasonable timeframe.

7. Data Privacy

7.1 Data We Collect

By using the BaaS Platform, you provide Rex MFB with business and personal information (including business representative details such as BVN, date of birth, and ID documents). This information is used for compliance verification, account management, and regulatory reporting.

7.2 How We Handle Data

Rex MFB handles all personal data in line with the Nigeria Data Protection Act (NDPA) and any other applicable data protection regulations. We do not sell your data or your End Users' data to third parties.

7.3 Your Data Obligations

You are responsible for handling your End Users' personal data lawfully and in compliance with applicable data protection law. You must have a valid legal basis for collecting and processing End User data, and must maintain a privacy policy that is accessible to your End Users.

7.4 Sharing with Regulators

We may be required to share data with the CBN or other regulatory authorities. This does not require your consent where the law mandates disclosure.

8. Intellectual Property

8.1 Rex MFB's IP

All technology, software, APIs, documentation, branding, and materials provided as part of the BaaS Platform remain the intellectual property of Rex Microfinance Bank. Nothing in this Agreement transfers ownership of any Rex MFB IP to you.

8.2 License to Use

Rex MFB grants you a limited, non-exclusive, non-transferable, revocable license to use the BaaS Platform and APIs solely for the purpose of building and operating your own financial products in accordance with this Agreement.

8.3 Your IP

You retain ownership of the products, applications, and services you build using the BaaS Platform. You grant Rex MFB a limited license to use your business name and logo for the purpose of administering the services under this Agreement (e.g. referencing you as a partner in internal records).

9. Restrictions

You must not:

  • Resell, sublicense, or redistribute Rex MFB's APIs or services to third parties without our prior written consent.
  • Reverse-engineer, decompile, or attempt to extract the source code of any Rex MFB software or system.
  • Use the BaaS Platform in any way that could damage Rex MFB's reputation, systems, or regulatory standing.
  • Impersonate Rex MFB or suggest that your product is owned, operated, or endorsed by Rex MFB beyond what is expressly permitted in writing.
  • Access environments or data beyond what your API credentials authorize.

10. Suspension and Termination

10.1 Termination by You

You may terminate this Agreement at any time by providing 30 days' written notice to Rex MFB and closing your account via the BaaS Platform. Outstanding fees or obligations remain due after termination.

10.2 Suspension or Termination by Rex MFB

Rex MFB may suspend or terminate your access to the BaaS Platform (with or without notice, depending on severity) if:

  • You breach any term of this Agreement.
  • You submit false or fraudulent information.
  • Your account is involved in suspicious, illegal, or high-risk activity.
  • We are required to do so by a regulatory authority.
  • You fail to complete compliance requirements within a reasonable timeframe.

10.3 Effect of Termination

On termination, your API keys will be revoked and your access to the BaaS Platform will be disabled. Any funds remaining in your settlement account will be returned to you in accordance with CBN regulations, after deducting any outstanding fees or obligations. Virtual accounts issued to your End Users will be deactivated.

11. Limitation of Liability

11.1 No Guarantee of Uninterrupted Service

Rex MFB does not guarantee that the BaaS Platform will be available at all times or free from errors.

11.2 Indirect Losses

To the fullest extent permitted by Nigerian law, Rex MFB is not liable for any indirect, incidental, consequential, or special losses arising from your use of the BaaS Platform — including loss of revenue, loss of data, or damage to your reputation.

11.3 Cap on Liability

Where Rex MFB is found liable for direct losses, our total liability to you in any 12-month period is capped at the total fees you paid to Rex MFB during that same period.

11.4 Your Liability to Us

You are fully liable for any losses Rex MFB suffers as a result of your breach of this Agreement, misuse of the platform, or negligent acts or omissions.

12. Changes to This Agreement

Rex MFB may update this Agreement from time to time to reflect changes in our services, regulatory requirements, or business operations. We will notify you by email and via the BaaS Platform before any material changes take effect. If you continue using the BaaS Platform after the effective date of the changes, you will be considered to have accepted the updated Agreement. If you do not accept the changes, you may terminate this Agreement before the effective date.

13. Governing Law and Disputes

13.1 Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria.

13.2 Dispute Resolution

If a dispute arises, both parties agree to first attempt to resolve it amicably through direct negotiation within 30 days of the dispute being raised. If negotiation fails, the dispute will be submitted to mediation before either party pursues litigation.

13.3 Jurisdiction

Both parties submit to the exclusive jurisdiction of the courts of Nigeria for any dispute that cannot be resolved through negotiation or mediation.

14. General

14.1 Entire Agreement

This Agreement, together with any Fee Schedule and additional terms communicated to you for specific services, constitutes the entire agreement between Rex MFB and the Partner regarding the BaaS Platform.

14.2 Severability

If any clause of this Agreement is found to be unenforceable, the remaining clauses continue in full force and effect.

14.3 No Waiver

Rex MFB's failure to enforce any provision of this Agreement at any time does not waive our right to enforce it in future.

14.4 Assignment

You may not transfer or assign your rights or obligations under this Agreement to another party without Rex MFB's prior written consent. Rex MFB may assign its rights and obligations to a successor or affiliate without your consent.

14.5 Force Majeure

Neither party is in breach of this Agreement for any failure or delay caused by circumstances outside their reasonable control, including natural disasters, government actions, CBN directives, or network infrastructure failures.

Acceptance

By clicking "I Agree" on the BaaS Platform, you confirm that:

  1. You are duly authorised to enter into this Agreement on behalf of your business.
  2. You have read and understood the terms of this Agreement.
  3. Your business agrees to be bound by these terms.

Rex Microfinance Bank Limited

8 Asaba Close, Off Emeka Anyaoku Street, Area 11, Garki, Abuja.

This agreement is embedded within the Rex BaaS Platform and is accepted digitally. A copy is available for download from your compliance section at any time.