Terms of Service

GENERAL TERMS AND CONDITIONS

  1. Introduction and Agreement to These Terms

These General Terms & Conditions (“Terms”) govern your access to and use of PayOak and the transaction and escrow-related services made available through PayOak.

PayOak is a product operated by StoneBridge Technologies Limited (“StoneBridge”, “PayOak”, “we”, “us” or “our”).

By creating an account, using PayOak, creating or participating in a transaction, making a payment through a PayOak transaction, accepting an invitation or payment link, or otherwise using any PayOak service, you agree to be bound by these Terms and any transaction-specific terms presented to you and accepted by you.

If you do not agree to these Terms, you should not use PayOak.

If you use PayOak on behalf of a company, business, organisation or other legal entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” and “your” include that entity and the person acting on its behalf.

These Terms should be read together with PayOak’s other applicable policies and notices, including its Privacy Notice and Cookie Policy, each of which applies to the subject matter addressed by that document.

  1. Definitions

“Account” means a PayOak account created and maintained by a registered user.

“Buyer” means a person or entity that funds a PayOak transaction for the purpose of purchasing goods, services or other permitted items from a Seller. A Buyer may be a registered PayOak user or, where PayOak permits, a person who participates through a payment link or other transaction interface without maintaining a PayOak account.

“Seller” means a person or entity that receives or is intended to receive funds following completion of a PayOak transaction.

“Transaction” means a transaction created through PayOak in which funds are collected in connection with an agreement between a Buyer and Seller and subsequently released, refunded or otherwise handled in accordance with these Terms and the applicable transaction terms.

“Payment Infrastructure Provider” means an authorised third-party payment, banking or financial infrastructure provider used by PayOak to facilitate payment collection, transaction-fund holding, processing or settlement.

“Escrow Service” means PayOak’s transaction-trust service through which funds associated with an eligible Transaction are received, held and settled through a Payment Infrastructure Provider pending the applicable release, refund or other permitted disposition.

“Transaction Fee” means the fee charged by PayOak for an eligible Transaction, as disclosed to the relevant party before the applicable payment or transaction confirmation.

“Transaction Information” means information submitted or displayed in connection with a Transaction, including identifying information, amount, reference, description, payment status, fulfilment information and other relevant details.

“Dispute” means a disagreement concerning a Transaction, including a Buyer’s refund request or a Seller’s counter-dispute.

“KYC” means know-your-customer and identity or business verification processes applicable to a user or Transaction.

“Applicable Law” means laws, regulations, regulatory requirements, lawful directives and other applicable legal requirements governing PayOak, StoneBridge, the relevant user, Transaction or activity.

“PayOak Services” means the services, features and functionality made available through PayOak from time to time.

  1. Eligibility and Use of PayOak

You must satisfy PayOak’s applicable eligibility requirements before creating or using an Account.

Unless PayOak expressly permits otherwise, you must be at least 18 years old to create and operate an Account.

You must provide information that is accurate, complete and not misleading when registering for or using PayOak.

You must promptly update information where it changes or where PayOak reasonably requires updated information for account administration, KYC, compliance, security or other legitimate purposes.

Where you act for a business or other entity, you must have authority to act on its behalf.

You may not use PayOak for unlawful purposes; fraud, deception or dishonest activity; circumvention of KYC, AML, sanctions or other compliance requirements; impersonation; unauthorised access; interference with PayOak’s systems or security; or any activity prohibited under these Terms or Applicable Law.

  1. PayOak Transaction Model

PayOak provides transaction infrastructure intended to enable Buyers and Sellers to transact with greater payment confidence.

A typical Transaction may operate as follows: Buyer and Seller agree → Transaction is created → Buyer funds the Transaction → PayOak confirms funding → Seller fulfils the Transaction → Buyer confirms receipt or completion → funds are released to the Seller.

The exact steps may vary depending on the PayOak product, Transaction type and payment method.

PayOak does not become a party to the underlying commercial agreement between the Buyer and Seller merely because PayOak facilitates the Transaction.

The Buyer and Seller remain responsible for agreeing the underlying terms of their transaction, including goods or services, price, specifications, delivery or fulfilment arrangements and other commercial terms.

PayOak may require additional information or steps before permitting a Transaction to proceed.

  1. Creating a Transaction

A Transaction may be initiated through the PayOak platform or another PayOak-approved interface.

Depending on the applicable Transaction flow, the person creating a Transaction may be required to provide Seller name, Seller email or telephone number, Buyer email or telephone number, Transaction amount, Transaction description and other information reasonably required by PayOak.

Transaction information should accurately describe the underlying transaction.

Once a Transaction has been created, relevant parties may receive a transaction notification, payment link or other communication through the contact details supplied.

A Transaction is not considered funded merely because it has been created.

PayOak may decline, suspend or restrict a Transaction before funding or completion where reasonably necessary for payment verification, KYC, AML, fraud prevention, security, technical, legal, regulatory or other legitimate purposes.

  1. Funding and Payments

Buyers must fund Transactions using payment methods made available or approved by PayOak.

PayOak may use one or more Payment Infrastructure Providers to facilitate payment collection, transaction-fund holding, processing and settlement.

A payment will be treated as received when PayOak or the relevant Payment Infrastructure Provider confirms receipt in accordance with the applicable Transaction process.

A screenshot, transfer receipt or user assertion of payment does not by itself establish that PayOak has received or confirmed the funds.

PayOak may delay confirmation of a payment where additional verification is required.

PayOak may reject or reverse a payment where the payment cannot be validated, is associated with suspected fraud or unauthorised activity, is inconsistent with the applicable Transaction, is rejected or reversed by the relevant provider, the Transaction cannot lawfully proceed, or PayOak reasonably requires additional verification.

Users are responsible for providing accurate payment information and following payment instructions provided through PayOak.

  1. Seller Fulfillment

A Seller is responsible for fulfilling its obligations under the underlying agreement with the Buyer.

Where applicable, the Seller must provide accurate information concerning fulfilment status, delivery or completion, relevant tracking or supporting information, and other information reasonably required by PayOak.

The Seller must not falsely indicate that a Transaction has been fulfilled.

Where a Seller fails to fulfil a Transaction or materially departs from the agreed transaction terms, the Buyer may use the refund or dispute process available through PayOak.

PayOak does not guarantee that a Seller will perform its underlying commercial obligations.

  1. Buyer Confirmation and Release of Funds

Following Seller fulfilment, the Buyer may be asked to confirm receipt, completion or satisfaction through PayOak.

Where the applicable Transaction flow provides for Buyer confirmation, the Buyer should review the relevant goods or services and respond within the applicable period.

Unless otherwise specified for a particular Transaction, where the Seller indicates fulfilment and the Buyer does not take the required action within 24 hours, PayOak may automatically release the funds to the Seller.

The Buyer remains responsible for raising a legitimate refund request or dispute where the Transaction has not been satisfactorily fulfilled.

PayOak may delay release where a Transaction is subject to a valid dispute, compliance review, payment issue, security concern or other restriction permitted under these Terms.

  1. Refunds, Cancellations and Disputes

Before Funding. A Transaction may generally be cancelled before funds have been successfully received, subject to the applicable Transaction status and PayOak’s processes.

Buyer Refund Request. Where permitted by the Transaction process, a Buyer may request a refund and provide the reason and supporting evidence reasonably required.

Seller Response. The Seller may accept the refund request or dispute the request and provide reasons and supporting evidence.

No Seller Response. Where the Seller does not respond to a refund request within the applicable 24-hour period, PayOak may process the refund in accordance with its applicable Transaction process.

Counter-Dispute. Where the Seller disputes the refund request and the matter remains unresolved, PayOak’s designated compliance or dispute-resolution function may review the available information and make a determination in accordance with PayOak’s dispute process.

Evidence. PayOak may consider transaction information, communications, payment records, fulfilment information, delivery information, photographs, documents and other evidence submitted by the parties or reasonably available to PayOak.

PayOak’s Role. PayOak’s dispute process is intended to administer the Transaction and determine how protected funds should be handled within the PayOak service. PayOak does not guarantee that its determination will reflect every aspect of the underlying commercial relationship.

Platform Fees. Unless otherwise stated, required by Applicable Law, or determined otherwise by PayOak in accordance with its applicable fee terms, a refund of the underlying transaction amount does not automatically entitle the Buyer to a refund of a PayOak Transaction Fee already charged.

  1. Prohibited Transactions

PayOak may refuse or restrict Transactions involving activities that PayOak reasonably believes are unlawful; involve fraud or deception; involve stolen property; involve prohibited goods or services; involve money laundering or terrorism financing; involve sanctions or other prohibited parties or activities; attempt to circumvent KYC or compliance requirements; involve unauthorised financial activity; are designed to conceal the source, ownership or destination of funds; expose PayOak or its providers to material legal, regulatory or security risk; or otherwise violate these Terms or Applicable Law.

PayOak may maintain and update its prohibited-transaction categories as its products, risk environment and legal or regulatory obligations change.

PayOak is not required to facilitate a Transaction that it reasonably determines should not proceed.

  1. KYC, AML & Compliance

PayOak may require users and, where appropriate, Transaction participants to provide information or documentation necessary for identity verification, business verification, KYC, AML and counter-terrorist-financing compliance, sanctions and other compliance checks, fraud prevention, transaction verification, account security or other legally required or legitimate compliance purposes.

Depending on the applicable account or Transaction requirements, PayOak may request identity information, identification documents, business information, proof of address or other verification information.

PayOak may use third-party identity or verification providers to assist with these processes.

If PayOak cannot reasonably verify required information, it may restrict, suspend or refuse the relevant service or Transaction.

PayOak may request additional information after an Account or Transaction has been created where reasonably necessary.

PayOak may take actions required or permitted by Applicable Law in response to suspected money laundering, terrorism financing, fraud, sanctions concerns or other financial crime risks.

Information relating to compliance reviews, suspicious activity reports and related investigations may be handled confidentially where required or permitted by law.

PayOak’s detailed AML/KYC controls are governed by its internal AML/KYC Policy and applicable legal and regulatory requirements.

  1. Transaction Restrictions, Holds and Suspension

PayOak may suspend, restrict, delay or cancel an Account or Transaction where reasonably necessary because of incomplete or unsuccessful KYC; suspected fraud or unauthorised activity; AML or sanctions concerns; a prohibited Transaction; inaccurate or misleading information; payment irregularities; security concerns; a dispute; a legal or regulatory requirement; a third-party provider issue; technical or operational problems; or a material breach of these Terms.

Where appropriate and legally permissible, PayOak may notify the relevant user of the reason for a restriction.

PayOak may request additional information before removing a restriction.

Where a Transaction is cancelled or restricted after funds have been received, PayOak will coordinate the applicable release, refund or other disposition of the relevant funds through the applicable Payment Infrastructure Provider in accordance with the applicable Transaction process, Applicable Law and the arrangements governing that provide relationship.

PayOak may suspend or terminate access to its services where continued provision would create unacceptable legal, regulatory, fraud, security or operational risk.

  1. Fees and Taxes

PayOak may charge fees for its services.

The applicable Transaction Fee will be disclosed to the relevant user before the applicable payment or confirmation.

Unless otherwise agreed between the Buyer and Seller and supported by the applicable PayOak functionality, the Buyer is responsible for the PayOak Transaction Fee.

Where PayOak permits the parties to allocate the Transaction Fee differently, the applicable allocation will be reflected in the relevant Transaction.

PayOak’s fees may vary by Transaction amount, product, service or other applicable pricing criteria.

The applicable fee shown at the time a Transaction is confirmed will apply to that Transaction unless otherwise required by Applicable Law or expressly agreed.

PayOak may charge or pass through third-party charges where disclosed to the relevant user.

Users are responsible for taxes, duties or other charges that they are legally required to pay in connection with their activities or Transactions.

PayOak may provide information to tax authorities or other competent authorities where required or permitted by Applicable Law.

  1. Electronic Communications and Signatures

PayOak operates primarily through electronic systems and may communicate with users electronically.

Electronic communications may include email, PayOak account or dashboard notifications, transaction notifications, SMS or other messaging where enabled, security notifications, customer-support communications, Terms and policy notices, and other service-related communications.

Where a user takes an electronic action to accept these Terms, confirm a Transaction, submit an instruction or otherwise authenticate an action, that electronic action may constitute the user’s electronic acceptance or signature to the extent permitted by Applicable Law.

Electronic records maintained by PayOak may be used to evidence Transactions, instructions, communications and other activity on the platform, subject to Applicable Law.

Users are responsible for maintaining access to the email address and telephone number associated with their Account and for reviewing relevant PayOak communications.

Users may be required to complete additional authentication, including OTP verification or other security procedures, before certain actions can be completed.

  1. Account Security and User Responsibilities

Users are responsible for maintaining the confidentiality and security of their Account credentials and authentication information.

Users must not share passwords, OTPs or other authentication credentials with another person.

Users must promptly notify PayOak if they suspect unauthorised access, compromised credentials, unauthorised Transactions, fraudulent activity or other material security incidents affecting their Account.

PayOak may temporarily restrict an Account or Transaction while investigating suspected unauthorised activity.

Users must not attempt to bypass PayOak’s security controls or gain unauthorised access to PayOak systems, Accounts or information.

PayOak will maintain reasonable technical and organisational measures appropriate to the nature of the services and information it processes, subject to the limitations inherent in electronic systems and third-party infrastructure.

  1. Third-Party Services and Integrations

PayOak may rely on Payment Infrastructure Providers and other third-party providers for services including payment processing, banking infrastructure, identity verification, communications, hosting, analytics, email and other technology services.

Third-party services may be subject to their own terms, availability and technical limitations.

PayOak may exchange information with relevant service providers where reasonably necessary to provide the requested service, process Transactions, verify identity, prevent fraud, comply with Applicable Law or otherwise operate PayOak.

PayOak is not responsible for failures of third-party systems that are outside PayOak’s reasonable control, subject to PayOak’s obligations under Applicable Law and its agreements with those providers.

PayOak may change or replace service providers where reasonably necessary to operate or improve its services.

  1. Privacy and Data Protection

PayOak processes personal information in accordance with its Privacy Notice and applicable data-protection requirements.

The Privacy Notice explains the categories of personal information PayOak processes, purposes of processing, relevant data-subject rights, third-party processing, data retention, security measures, contact information for privacy matters, and applicable complaint and request processes.

Users should review the Privacy Notice before using PayOak.

PayOak may process information necessary to provide its services, including information relating to identity verification, payments, Transactions, disputes, fraud prevention, security, compliance and customer support.

PayOak may disclose information to service providers, regulators, law-enforcement authorities or other recipients where required or permitted by Applicable Law or as otherwise described in the Privacy Notice.

  1. Service Availability and Force Majeure

PayOak aims to provide reliable access to its services but does not guarantee that the platform will always be uninterrupted, error-free or available.

PayOak may temporarily restrict access for maintenance, upgrades, security measures, technical failures, provider outages, investigations or other operational reasons.

Neither PayOak nor a user will be responsible for a failure to perform an obligation to the extent that performance is prevented by circumstances reasonably beyond that party’s control, including natural disasters, widespread infrastructure failures, government restrictions, telecommunications failures or other comparable events.

The affected party should take reasonable steps to mitigate the effect of the event and resume performance as soon as reasonably practicable.

Force majeure does not automatically remove obligations that can reasonably be performed through alternative means.

  1. Disclaimers

PayOak provides transaction infrastructure and related services. PayOak does not guarantee the quality, legality, authenticity, ownership, safety, condition or performance of goods or services supplied by a Seller.

PayOak does not guarantee that a Buyer or Seller will perform its obligations under an underlying commercial agreement.

PayOak does not act as the Buyer or Seller in the underlying transaction.

PayOak does not guarantee uninterrupted or error-free operation of the platform.

Information provided by users is their responsibility. PayOak does not assume responsibility for inaccurate or misleading information supplied by a user.

Nothing in these Terms excludes or limits a responsibility that cannot lawfully be excluded or limited.

  1. Limitation of Liability

To the extent permitted by Applicable Law, PayOak will not be responsible for losses arising solely from the Buyer’s or Seller’s underlying commercial agreement; a Seller’s failure to provide goods or services; a Buyer’s failure to provide accurate information; unauthorised conduct caused by a user’s failure to protect their credentials; third-party systems outside PayOak’s reasonable control; or events beyond PayOak’s reasonable control.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Nothing in these Terms is intended to exclude liability for fraud, deliberate misconduct, negligence, misrepresentation or other liability that cannot lawfully be excluded or limited.

No fixed monetary liability cap is stated in these Terms. Any limitation of liability will be subject to Applicable Law and any mandatory consumer protections applicable to the relevant Transaction.

  1. Indemnification

To the extent permitted by Applicable Law, you agree to indemnify and hold PayOak and StoneBridge harmless from claims, losses, liabilities and reasonable costs arising directly from your material breach of these Terms; your unlawful or fraudulent use of PayOak; your violation of another person’s rights; inaccurate or misleading information you knowingly provide; or your use of PayOak in violation of Applicable Law.

This section does not require you to indemnify PayOak for losses caused by PayOak’s own conduct to the extent such indemnification would not be permitted by Applicable Law.

The indemnification provisions of these Terms do not limit any other rights or remedies available under Applicable Law.

  1. Changes to These Terms

PayOak may update these Terms from time to time to reflect changes to PayOak’s services, operational processes, security improvements, legal or regulatory requirements, changes to third-party services or other legitimate business requirements.

Where a change is material, PayOak will provide reasonable notice through an appropriate communication channel where required or appropriate.

The updated Terms will identify their effective date.

Continued use of PayOak after the effective date of updated Terms may constitute acceptance of the updated Terms where permitted by Applicable Law.

Changes will not retroactively alter a completed Transaction unless required by Applicable Law or necessary to address fraud, security, regulatory or other circumstances that justify such action.

  1. Notices and Contact

PayOak may communicate with users through email, the PayOak platform or dashboard, transaction notifications, SMS or other enabled communication channels, or other contact details provided by the user.

Users are responsible for ensuring that their contact information remains accurate and accessible.

General support: support@payoak.net

Data Protection Officer: Oluwanifemi Famuyiwa, nifemi@payoak.net

Formal notices may be sent to the contact details specified by PayOak for that purpose.

  1. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Nigeria, subject to any mandatory legal requirements that apply to a particular user or Transaction.

PayOak encourages Buyers and Sellers to first use the PayOak dispute process to resolve Transaction-related disagreements.

The internal PayOak dispute process is an administrative mechanism for handling Transactions and does not constitute a waiver of any rights or remedies available under Applicable Law.

Nothing in these Terms prevents a party from seeking a remedy from a competent Nigerian court or other forum where such remedy cannot lawfully be excluded.

Nothing in these Terms requires a user to submit a dispute to an arbitrator appointed by PayOak.

  1. General Provisions

Entire Agreement. These Terms, together with applicable transaction-specific terms and other documents expressly incorporated by reference, constitute the agreement between you and PayOak concerning your use of the relevant PayOak Services.

Transaction-Specific Terms. Information expressly presented to and accepted by the relevant parties for a Transaction, including the Transaction amount, parties, applicable fees, description and relevant fulfilment or release conditions, forms part of the agreement for that Transaction.

Conflict. Where documents applicable to a Transaction conflict, the transaction-specific terms presented to and accepted by the relevant parties will govern that Transaction to the extent of the conflict, unless Applicable Law requires otherwise. The Privacy Notice and Cookie Policy govern their respective subject matter.

Assignment. You may not transfer or assign your PayOak Account to another person without PayOak’s approval. PayOak may transfer or assign its rights and obligations in connection with a merger, acquisition, restructuring, sale of assets, corporate reorganisation or similar transaction, subject to Applicable Law.

No Agency or Partnership. Use of PayOak does not create a partnership, joint venture, employment relationship or agency relationship between you and PayOak.

No Third-Party Beneficiaries. These Terms do not create rights for third parties unless expressly stated or required by Applicable Law.

Severability. If any provision is held to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by Applicable Law.

Waiver. Failure to enforce a provision of these Terms does not constitute a waiver of that provision. A waiver of one instance does not constitute a waiver of any subsequent instance.

Headings. Section headings are provided for convenience and do not affect interpretation.

Survival. Provisions which by their nature should continue after termination or completion of a Transaction will survive, including provisions relating to fees, confidentiality, liability, indemnification, dispute resolution, records and accrued rights.

  1. Effective Date

These General Terms & Conditions are effective from 25 September 2026.

Version: 1.0

Last Updated: 25 September 2026

For: PayOak

Operated By: StoneBridge Technologies Limited

RC Number: 7889833

GENERAL TERMS AND CONDITIONS

  1. Introduction and Agreement to These Terms

These General Terms & Conditions (“Terms”) govern your access to and use of PayOak and the transaction and escrow-related services made available through PayOak.

PayOak is a product operated by StoneBridge Technologies Limited (“StoneBridge”, “PayOak”, “we”, “us” or “our”).

By creating an account, using PayOak, creating or participating in a transaction, making a payment through a PayOak transaction, accepting an invitation or payment link, or otherwise using any PayOak service, you agree to be bound by these Terms and any transaction-specific terms presented to you and accepted by you.

If you do not agree to these Terms, you should not use PayOak.

If you use PayOak on behalf of a company, business, organisation or other legal entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” and “your” include that entity and the person acting on its behalf.

These Terms should be read together with PayOak’s other applicable policies and notices, including its Privacy Notice and Cookie Policy, each of which applies to the subject matter addressed by that document.

  1. Definitions

“Account” means a PayOak account created and maintained by a registered user.

“Buyer” means a person or entity that funds a PayOak transaction for the purpose of purchasing goods, services or other permitted items from a Seller. A Buyer may be a registered PayOak user or, where PayOak permits, a person who participates through a payment link or other transaction interface without maintaining a PayOak account.

“Seller” means a person or entity that receives or is intended to receive funds following completion of a PayOak transaction.

“Transaction” means a transaction created through PayOak in which funds are collected in connection with an agreement between a Buyer and Seller and subsequently released, refunded or otherwise handled in accordance with these Terms and the applicable transaction terms.

“Payment Infrastructure Provider” means an authorised third-party payment, banking or financial infrastructure provider used by PayOak to facilitate payment collection, transaction-fund holding, processing or settlement.

“Escrow Service” means PayOak’s transaction-trust service through which funds associated with an eligible Transaction are received, held and settled through a Payment Infrastructure Provider pending the applicable release, refund or other permitted disposition.

“Transaction Fee” means the fee charged by PayOak for an eligible Transaction, as disclosed to the relevant party before the applicable payment or transaction confirmation.

“Transaction Information” means information submitted or displayed in connection with a Transaction, including identifying information, amount, reference, description, payment status, fulfilment information and other relevant details.

“Dispute” means a disagreement concerning a Transaction, including a Buyer’s refund request or a Seller’s counter-dispute.

“KYC” means know-your-customer and identity or business verification processes applicable to a user or Transaction.

“Applicable Law” means laws, regulations, regulatory requirements, lawful directives and other applicable legal requirements governing PayOak, StoneBridge, the relevant user, Transaction or activity.

“PayOak Services” means the services, features and functionality made available through PayOak from time to time.

  1. Eligibility and Use of PayOak

You must satisfy PayOak’s applicable eligibility requirements before creating or using an Account.

Unless PayOak expressly permits otherwise, you must be at least 18 years old to create and operate an Account.

You must provide information that is accurate, complete and not misleading when registering for or using PayOak.

You must promptly update information where it changes or where PayOak reasonably requires updated information for account administration, KYC, compliance, security or other legitimate purposes.

Where you act for a business or other entity, you must have authority to act on its behalf.

You may not use PayOak for unlawful purposes; fraud, deception or dishonest activity; circumvention of KYC, AML, sanctions or other compliance requirements; impersonation; unauthorised access; interference with PayOak’s systems or security; or any activity prohibited under these Terms or Applicable Law.

  1. PayOak Transaction Model

PayOak provides transaction infrastructure intended to enable Buyers and Sellers to transact with greater payment confidence.

A typical Transaction may operate as follows: Buyer and Seller agree → Transaction is created → Buyer funds the Transaction → PayOak confirms funding → Seller fulfils the Transaction → Buyer confirms receipt or completion → funds are released to the Seller.

The exact steps may vary depending on the PayOak product, Transaction type and payment method.

PayOak does not become a party to the underlying commercial agreement between the Buyer and Seller merely because PayOak facilitates the Transaction.

The Buyer and Seller remain responsible for agreeing the underlying terms of their transaction, including goods or services, price, specifications, delivery or fulfilment arrangements and other commercial terms.

PayOak may require additional information or steps before permitting a Transaction to proceed.

  1. Creating a Transaction

A Transaction may be initiated through the PayOak platform or another PayOak-approved interface.

Depending on the applicable Transaction flow, the person creating a Transaction may be required to provide Seller name, Seller email or telephone number, Buyer email or telephone number, Transaction amount, Transaction description and other information reasonably required by PayOak.

Transaction information should accurately describe the underlying transaction.

Once a Transaction has been created, relevant parties may receive a transaction notification, payment link or other communication through the contact details supplied.

A Transaction is not considered funded merely because it has been created.

PayOak may decline, suspend or restrict a Transaction before funding or completion where reasonably necessary for payment verification, KYC, AML, fraud prevention, security, technical, legal, regulatory or other legitimate purposes.

  1. Funding and Payments

Buyers must fund Transactions using payment methods made available or approved by PayOak.

PayOak may use one or more Payment Infrastructure Providers to facilitate payment collection, transaction-fund holding, processing and settlement.

A payment will be treated as received when PayOak or the relevant Payment Infrastructure Provider confirms receipt in accordance with the applicable Transaction process.

A screenshot, transfer receipt or user assertion of payment does not by itself establish that PayOak has received or confirmed the funds.

PayOak may delay confirmation of a payment where additional verification is required.

PayOak may reject or reverse a payment where the payment cannot be validated, is associated with suspected fraud or unauthorised activity, is inconsistent with the applicable Transaction, is rejected or reversed by the relevant provider, the Transaction cannot lawfully proceed, or PayOak reasonably requires additional verification.

Users are responsible for providing accurate payment information and following payment instructions provided through PayOak.

  1. Seller Fulfillment

A Seller is responsible for fulfilling its obligations under the underlying agreement with the Buyer.

Where applicable, the Seller must provide accurate information concerning fulfilment status, delivery or completion, relevant tracking or supporting information, and other information reasonably required by PayOak.

The Seller must not falsely indicate that a Transaction has been fulfilled.

Where a Seller fails to fulfil a Transaction or materially departs from the agreed transaction terms, the Buyer may use the refund or dispute process available through PayOak.

PayOak does not guarantee that a Seller will perform its underlying commercial obligations.

  1. Buyer Confirmation and Release of Funds

Following Seller fulfilment, the Buyer may be asked to confirm receipt, completion or satisfaction through PayOak.

Where the applicable Transaction flow provides for Buyer confirmation, the Buyer should review the relevant goods or services and respond within the applicable period.

Unless otherwise specified for a particular Transaction, where the Seller indicates fulfilment and the Buyer does not take the required action within 24 hours, PayOak may automatically release the funds to the Seller.

The Buyer remains responsible for raising a legitimate refund request or dispute where the Transaction has not been satisfactorily fulfilled.

PayOak may delay release where a Transaction is subject to a valid dispute, compliance review, payment issue, security concern or other restriction permitted under these Terms.

  1. Refunds, Cancellations and Disputes

Before Funding. A Transaction may generally be cancelled before funds have been successfully received, subject to the applicable Transaction status and PayOak’s processes.

Buyer Refund Request. Where permitted by the Transaction process, a Buyer may request a refund and provide the reason and supporting evidence reasonably required.

Seller Response. The Seller may accept the refund request or dispute the request and provide reasons and supporting evidence.

No Seller Response. Where the Seller does not respond to a refund request within the applicable 24-hour period, PayOak may process the refund in accordance with its applicable Transaction process.

Counter-Dispute. Where the Seller disputes the refund request and the matter remains unresolved, PayOak’s designated compliance or dispute-resolution function may review the available information and make a determination in accordance with PayOak’s dispute process.

Evidence. PayOak may consider transaction information, communications, payment records, fulfilment information, delivery information, photographs, documents and other evidence submitted by the parties or reasonably available to PayOak.

PayOak’s Role. PayOak’s dispute process is intended to administer the Transaction and determine how protected funds should be handled within the PayOak service. PayOak does not guarantee that its determination will reflect every aspect of the underlying commercial relationship.

Platform Fees. Unless otherwise stated, required by Applicable Law, or determined otherwise by PayOak in accordance with its applicable fee terms, a refund of the underlying transaction amount does not automatically entitle the Buyer to a refund of a PayOak Transaction Fee already charged.

  1. Prohibited Transactions

PayOak may refuse or restrict Transactions involving activities that PayOak reasonably believes are unlawful; involve fraud or deception; involve stolen property; involve prohibited goods or services; involve money laundering or terrorism financing; involve sanctions or other prohibited parties or activities; attempt to circumvent KYC or compliance requirements; involve unauthorised financial activity; are designed to conceal the source, ownership or destination of funds; expose PayOak or its providers to material legal, regulatory or security risk; or otherwise violate these Terms or Applicable Law.

PayOak may maintain and update its prohibited-transaction categories as its products, risk environment and legal or regulatory obligations change.

PayOak is not required to facilitate a Transaction that it reasonably determines should not proceed.

  1. KYC, AML & Compliance

PayOak may require users and, where appropriate, Transaction participants to provide information or documentation necessary for identity verification, business verification, KYC, AML and counter-terrorist-financing compliance, sanctions and other compliance checks, fraud prevention, transaction verification, account security or other legally required or legitimate compliance purposes.

Depending on the applicable account or Transaction requirements, PayOak may request identity information, identification documents, business information, proof of address or other verification information.

PayOak may use third-party identity or verification providers to assist with these processes.

If PayOak cannot reasonably verify required information, it may restrict, suspend or refuse the relevant service or Transaction.

PayOak may request additional information after an Account or Transaction has been created where reasonably necessary.

PayOak may take actions required or permitted by Applicable Law in response to suspected money laundering, terrorism financing, fraud, sanctions concerns or other financial crime risks.

Information relating to compliance reviews, suspicious activity reports and related investigations may be handled confidentially where required or permitted by law.

PayOak’s detailed AML/KYC controls are governed by its internal AML/KYC Policy and applicable legal and regulatory requirements.

  1. Transaction Restrictions, Holds and Suspension

PayOak may suspend, restrict, delay or cancel an Account or Transaction where reasonably necessary because of incomplete or unsuccessful KYC; suspected fraud or unauthorised activity; AML or sanctions concerns; a prohibited Transaction; inaccurate or misleading information; payment irregularities; security concerns; a dispute; a legal or regulatory requirement; a third-party provider issue; technical or operational problems; or a material breach of these Terms.

Where appropriate and legally permissible, PayOak may notify the relevant user of the reason for a restriction.

PayOak may request additional information before removing a restriction.

Where a Transaction is cancelled or restricted after funds have been received, PayOak will coordinate the applicable release, refund or other disposition of the relevant funds through the applicable Payment Infrastructure Provider in accordance with the applicable Transaction process, Applicable Law and the arrangements governing that provide relationship.

PayOak may suspend or terminate access to its services where continued provision would create unacceptable legal, regulatory, fraud, security or operational risk.

  1. Fees and Taxes

PayOak may charge fees for its services.

The applicable Transaction Fee will be disclosed to the relevant user before the applicable payment or confirmation.

Unless otherwise agreed between the Buyer and Seller and supported by the applicable PayOak functionality, the Buyer is responsible for the PayOak Transaction Fee.

Where PayOak permits the parties to allocate the Transaction Fee differently, the applicable allocation will be reflected in the relevant Transaction.

PayOak’s fees may vary by Transaction amount, product, service or other applicable pricing criteria.

The applicable fee shown at the time a Transaction is confirmed will apply to that Transaction unless otherwise required by Applicable Law or expressly agreed.

PayOak may charge or pass through third-party charges where disclosed to the relevant user.

Users are responsible for taxes, duties or other charges that they are legally required to pay in connection with their activities or Transactions.

PayOak may provide information to tax authorities or other competent authorities where required or permitted by Applicable Law.

  1. Electronic Communications and Signatures

PayOak operates primarily through electronic systems and may communicate with users electronically.

Electronic communications may include email, PayOak account or dashboard notifications, transaction notifications, SMS or other messaging where enabled, security notifications, customer-support communications, Terms and policy notices, and other service-related communications.

Where a user takes an electronic action to accept these Terms, confirm a Transaction, submit an instruction or otherwise authenticate an action, that electronic action may constitute the user’s electronic acceptance or signature to the extent permitted by Applicable Law.

Electronic records maintained by PayOak may be used to evidence Transactions, instructions, communications and other activity on the platform, subject to Applicable Law.

Users are responsible for maintaining access to the email address and telephone number associated with their Account and for reviewing relevant PayOak communications.

Users may be required to complete additional authentication, including OTP verification or other security procedures, before certain actions can be completed.

  1. Account Security and User Responsibilities

Users are responsible for maintaining the confidentiality and security of their Account credentials and authentication information.

Users must not share passwords, OTPs or other authentication credentials with another person.

Users must promptly notify PayOak if they suspect unauthorised access, compromised credentials, unauthorised Transactions, fraudulent activity or other material security incidents affecting their Account.

PayOak may temporarily restrict an Account or Transaction while investigating suspected unauthorised activity.

Users must not attempt to bypass PayOak’s security controls or gain unauthorised access to PayOak systems, Accounts or information.

PayOak will maintain reasonable technical and organisational measures appropriate to the nature of the services and information it processes, subject to the limitations inherent in electronic systems and third-party infrastructure.

  1. Third-Party Services and Integrations

PayOak may rely on Payment Infrastructure Providers and other third-party providers for services including payment processing, banking infrastructure, identity verification, communications, hosting, analytics, email and other technology services.

Third-party services may be subject to their own terms, availability and technical limitations.

PayOak may exchange information with relevant service providers where reasonably necessary to provide the requested service, process Transactions, verify identity, prevent fraud, comply with Applicable Law or otherwise operate PayOak.

PayOak is not responsible for failures of third-party systems that are outside PayOak’s reasonable control, subject to PayOak’s obligations under Applicable Law and its agreements with those providers.

PayOak may change or replace service providers where reasonably necessary to operate or improve its services.

  1. Privacy and Data Protection

PayOak processes personal information in accordance with its Privacy Notice and applicable data-protection requirements.

The Privacy Notice explains the categories of personal information PayOak processes, purposes of processing, relevant data-subject rights, third-party processing, data retention, security measures, contact information for privacy matters, and applicable complaint and request processes.

Users should review the Privacy Notice before using PayOak.

PayOak may process information necessary to provide its services, including information relating to identity verification, payments, Transactions, disputes, fraud prevention, security, compliance and customer support.

PayOak may disclose information to service providers, regulators, law-enforcement authorities or other recipients where required or permitted by Applicable Law or as otherwise described in the Privacy Notice.

  1. Service Availability and Force Majeure

PayOak aims to provide reliable access to its services but does not guarantee that the platform will always be uninterrupted, error-free or available.

PayOak may temporarily restrict access for maintenance, upgrades, security measures, technical failures, provider outages, investigations or other operational reasons.

Neither PayOak nor a user will be responsible for a failure to perform an obligation to the extent that performance is prevented by circumstances reasonably beyond that party’s control, including natural disasters, widespread infrastructure failures, government restrictions, telecommunications failures or other comparable events.

The affected party should take reasonable steps to mitigate the effect of the event and resume performance as soon as reasonably practicable.

Force majeure does not automatically remove obligations that can reasonably be performed through alternative means.

  1. Disclaimers

PayOak provides transaction infrastructure and related services. PayOak does not guarantee the quality, legality, authenticity, ownership, safety, condition or performance of goods or services supplied by a Seller.

PayOak does not guarantee that a Buyer or Seller will perform its obligations under an underlying commercial agreement.

PayOak does not act as the Buyer or Seller in the underlying transaction.

PayOak does not guarantee uninterrupted or error-free operation of the platform.

Information provided by users is their responsibility. PayOak does not assume responsibility for inaccurate or misleading information supplied by a user.

Nothing in these Terms excludes or limits a responsibility that cannot lawfully be excluded or limited.

  1. Limitation of Liability

To the extent permitted by Applicable Law, PayOak will not be responsible for losses arising solely from the Buyer’s or Seller’s underlying commercial agreement; a Seller’s failure to provide goods or services; a Buyer’s failure to provide accurate information; unauthorised conduct caused by a user’s failure to protect their credentials; third-party systems outside PayOak’s reasonable control; or events beyond PayOak’s reasonable control.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Nothing in these Terms is intended to exclude liability for fraud, deliberate misconduct, negligence, misrepresentation or other liability that cannot lawfully be excluded or limited.

No fixed monetary liability cap is stated in these Terms. Any limitation of liability will be subject to Applicable Law and any mandatory consumer protections applicable to the relevant Transaction.

  1. Indemnification

To the extent permitted by Applicable Law, you agree to indemnify and hold PayOak and StoneBridge harmless from claims, losses, liabilities and reasonable costs arising directly from your material breach of these Terms; your unlawful or fraudulent use of PayOak; your violation of another person’s rights; inaccurate or misleading information you knowingly provide; or your use of PayOak in violation of Applicable Law.

This section does not require you to indemnify PayOak for losses caused by PayOak’s own conduct to the extent such indemnification would not be permitted by Applicable Law.

The indemnification provisions of these Terms do not limit any other rights or remedies available under Applicable Law.

  1. Changes to These Terms

PayOak may update these Terms from time to time to reflect changes to PayOak’s services, operational processes, security improvements, legal or regulatory requirements, changes to third-party services or other legitimate business requirements.

Where a change is material, PayOak will provide reasonable notice through an appropriate communication channel where required or appropriate.

The updated Terms will identify their effective date.

Continued use of PayOak after the effective date of updated Terms may constitute acceptance of the updated Terms where permitted by Applicable Law.

Changes will not retroactively alter a completed Transaction unless required by Applicable Law or necessary to address fraud, security, regulatory or other circumstances that justify such action.

  1. Notices and Contact

PayOak may communicate with users through email, the PayOak platform or dashboard, transaction notifications, SMS or other enabled communication channels, or other contact details provided by the user.

Users are responsible for ensuring that their contact information remains accurate and accessible.

General support: support@payoak.net

Data Protection Officer: Oluwanifemi Famuyiwa, nifemi@payoak.net

Formal notices may be sent to the contact details specified by PayOak for that purpose.

  1. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Nigeria, subject to any mandatory legal requirements that apply to a particular user or Transaction.

PayOak encourages Buyers and Sellers to first use the PayOak dispute process to resolve Transaction-related disagreements.

The internal PayOak dispute process is an administrative mechanism for handling Transactions and does not constitute a waiver of any rights or remedies available under Applicable Law.

Nothing in these Terms prevents a party from seeking a remedy from a competent Nigerian court or other forum where such remedy cannot lawfully be excluded.

Nothing in these Terms requires a user to submit a dispute to an arbitrator appointed by PayOak.

  1. General Provisions

Entire Agreement. These Terms, together with applicable transaction-specific terms and other documents expressly incorporated by reference, constitute the agreement between you and PayOak concerning your use of the relevant PayOak Services.

Transaction-Specific Terms. Information expressly presented to and accepted by the relevant parties for a Transaction, including the Transaction amount, parties, applicable fees, description and relevant fulfilment or release conditions, forms part of the agreement for that Transaction.

Conflict. Where documents applicable to a Transaction conflict, the transaction-specific terms presented to and accepted by the relevant parties will govern that Transaction to the extent of the conflict, unless Applicable Law requires otherwise. The Privacy Notice and Cookie Policy govern their respective subject matter.

Assignment. You may not transfer or assign your PayOak Account to another person without PayOak’s approval. PayOak may transfer or assign its rights and obligations in connection with a merger, acquisition, restructuring, sale of assets, corporate reorganisation or similar transaction, subject to Applicable Law.

No Agency or Partnership. Use of PayOak does not create a partnership, joint venture, employment relationship or agency relationship between you and PayOak.

No Third-Party Beneficiaries. These Terms do not create rights for third parties unless expressly stated or required by Applicable Law.

Severability. If any provision is held to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by Applicable Law.

Waiver. Failure to enforce a provision of these Terms does not constitute a waiver of that provision. A waiver of one instance does not constitute a waiver of any subsequent instance.

Headings. Section headings are provided for convenience and do not affect interpretation.

Survival. Provisions which by their nature should continue after termination or completion of a Transaction will survive, including provisions relating to fees, confidentiality, liability, indemnification, dispute resolution, records and accrued rights.

  1. Effective Date

These General Terms & Conditions are effective from 25 September 2026.

Version: 1.0

Last Updated: 25 September 2026

For: PayOak

Operated By: StoneBridge Technologies Limited

RC Number: 7889833

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Get started for Free.

It’s easy to get started on PayOak. Sign up today and start securing your transactions with confidence.

©2024 - 2026 Stonebridge Technologies Limited

279, Herbert Macaulay Way, Sabo-Yaba, Lagos

Get started for Free.

It’s easy to get started on PayOak. Sign up today and start securing your transactions with confidence.

©2024 - 2026 Stonebridge Technologies Limited

279, Herbert Macaulay Way, Sabo-Yaba, Lagos

Get started for Free.

It’s easy to get started on PayOak. Sign up today and start securing your transactions with confidence.

©2024 - 2026 Stonebridge Technologies Limited

279, Herbert Macaulay Way, Sabo-Yaba, Lagos