TERMS AND CONDITIONS OF USE

User Agreement

This Agreement (“Agreement”) is a legal agreement between APHRO LEGACY COMPANY LTD, the legal proprietor of AfroPay (together with its subsidiaries, affiliates, successors and assignees), hereinafter referred to as AfroPay or “Us”, and All Clients (hereinafter referred to as the “Merchant” or “You”), as a user in order for the Merchant to pay and get paid through AfroPay and other services offered by AfroPay.

Whereas,

Aphro Legacy Company Limited is a company registered and incorporated in Uganda with company number 80020002573533 and registered office at 4th Floor, Studio House, 5 Bandali Rise, Kampala, Uganda. Aphro Legacy Company Limited is the legal proprietor of AfroPay.

AfroPay is a digital payment application that enables everyone pay and get paid across their life and throughout their life, engaged in the business of payment gateway aggregation, develops and implements payment solutions facilitating the initiation and receipt of electronic payments including but not limited to P2P payments, payments to merchants, effected through moneys deposited in AfroPay ecosystem.

AfroPay has developed software protocols to communicate with Banks, Card Payment Networks and mobile money service providers to facilitate the completion of these payments.

The Merchant has approached AfroPay to avail services to enable customers to make payments to the Merchant, and AfroPay has accepted to provide services in accordance to the terms and conditions of this agreement.

The parties have agreed to work together and are entering into this Agreement for the purpose of documenting their common intention.

You may, at any time and at no cost to you, obtain a copy of this Agreement applicable to you by accessing the Website or App and downloading the version available. Alternatively, you may contact us  at support@afropay.com and we will provide a copy to you via e-mail.

DEFINITIONS

The following definitions apply:

“App” means the mobile application operated by AfroPay that facilitates payment transactions to customers on our mobile application;

“Account” means any account opened for you with us enabling you to access the App, including a payment account, electronic money account, or any other applicable definition of an account;

“Accepted Payment Method” means a payment by Card, bank transfer, Mobile Money account or any other payment method for issuing e-money to your e-wallet;

“Applicable Law” means any and all applicable laws, legislation, by-laws, decisions, notices, statutes, orders, rules, regulations, directives, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances;

“Authentication” means the performance of operations which enable us to verify your identity;

“Authorise/Authorisation” means the performance of operations by which you give us a confirmation of your consent to performing certain operations, for example, to make a payment;

“Business Days” means a day other than a Saturday, Sunday or a public holiday in Uganda when financial institutions in Uganda are open for business;

“E-Money” or “Electronic Money” means monetary value, which is stored electronically for you. E-Money is issued on receipt of cleared funds in a corresponding amount for the purposes of making transactions via the App;

“E-Wallet” means a non-interest-bearing electronic account maintained for the sole purpose of enabling you to make and receive transfers of Electronic Money issued by us and denominated in Uganda Shillings (UGX);

“Fee Schedule” means the document comprising all the fees payable by a user for the use and management of an E-Wallet which is available on the Website;

“Fees” means the fees payable by you to use for using our Services as set out in our Fee Schedule;

“Individual” means a natural person;

“Legal Entity” means any entity with a legal personality that is not an Individual;

“Mobile Money Account” means an account used to store and transfer funds held with a mobile network operator;

“Partners” means any organisations we work with, which include but are not limited to: payment aggregators, commercial bank partners, telecommunication companies, etc.

“Payment Order” means any instruction by you to us requesting the execution of a Payment Transaction;

“Payment Transaction” means an act initiated by the payer or payee of depositing or transferring funds, irrespective of any underlying obligations between the payer and the payee;

“Services” means the services set out in clause 1 below;

“Website” means https://www.afropay.com as updated from time to time;

“we”, “us” or “our” means the Merchant.

Now it is agreed as follows:

1.     SERVICE DESCRIPTION AND TERMS OF AGREEMENT

1.1. AfroPay operates a digital wallet that allows you to receive money or move your money from mobile money or bank and store it on your digital wallet.

1.2. AfroPay operates an online money transfer service that allows you to send and receive money through your registered account.

1.3. AfroPay is available to all users across all banks and all mobile money service providers upon creation of an AfroPay account.

1.4. AfroPay may, in its discretion, limit or restrict the number of accounts you may operate at any time.

1.5. By registering to use AfroPay for Business, you agree to these terms and conditions which shall form a legally binding agreement between you and AfroPay

1.6. AfroPay may, in its absolute discretion, refuse to register or revoke the registration or suspend the account of any business on the AfroPay system

1.7. All transactions shall be denominated in Ugandan Shillings.

1.8. To acquire money on your AfroPay Business Wallet, you will receive a remittance of E-Money from your customers who are also AfroPay participants, or you can deposit from mobile money or your bank to your AfroPay Business Wallet.

1.9. Subject to the prescribed Transaction Limits and provisions of the Terms and Conditions, the balance on your AfroPay Business Wallet is redeemable at any time and shall be disposed of only in accordance with your instructions given via AfroPay system

1.10.           All charges applicable to the AfroPay system are set forth in a separate fee schedule and are subject to change at any time at AfroPay’s sole discretion.

1.11.           By registering to use AfroPay, you accept that your account, data and information may be processed by our Partners, who may include payment aggregators, SMS processors, commercial bank partners, etc.

 

2.     ACCOUNT OPENING AND MAINTENANCE

2.1. We offer the following different types of Account which operate as follows:

2.1.1.  Individual Accounts: for use in peer-to-peer transfers with friends, family and other people you may know. Individual Accounts may also be used to make Merchant payments, where available. Individual Accounts may not be used to receive business, commercial or merchant transactions and are not subject to any rights or protections designated for Business Accounts.

2.1.1.1.         To open an Individual Account, you must provide the following:

2.1.1.1.1.                Your full legal name and date of birth

2.1.1.1.2.                Your e-mail address and mobile phone number

2.1.1.1.3.                Your Uganda National ID

2.1.1.1.4.                Any other proof of ownership of your identity and mobile number connected to your Account as we may request.

2.1.2.  Business Accounts: these must be applied for and explicitly authorized by us once they are available. By opening a Business Account and accepting the terms as outlined in this Agreement as well as the Terms of Service, including, but not limited to, the Rules and Restrictions for Business Accounts set forth within this agreement, you confirm that neither you nor your business is establishing a Business Account primarily for personal, family or household purposes. We reserve the right to reverse or place a hold on your transactions or place a reserve on your funds if you are in breach of this Agreement.

2.1.2.1.         To open a Business Account, you must provide the following:

2.1.2.1.1.                Your email address

2.1.2.1.2.                The registered name and physical address of the business

2.1.2.1.3.                The date of incorporation

2.1.2.1.4.                The type of business

2.1.2.1.5.                Certificate of Incorporation

2.1.2.1.6.                Trading License

2.1.2.1.7.                Account Name and Number of your Business Bank Account

2.1.2.1.8.                The Bank Name and Address

2.1.2.1.9.                Contact details of two people authorized to make and update company

payments. Such details include: name, phone number, NIN and email address of each person

2.1.2.2.         You must complete the registration form either online or manually and submit it when its duly signed by contact people in your business that are also signatories to the submitted bank account. The form shall bear the names as they appear on their respective national IDs and business name as it appears on your Trading License and/or Certificate of Incorporation.

2.2. You must provide sufficient proof of identification. For the purpose of this agreement, sufficient proof of Identification shall be Ugandan National ID for the contact people, Trading license and/or Certificate of Incorporation for the business.

2.3. You must not provide any false, inaccurate, incomplete or misleading information.

2.4. You are responsible for ensuring that your registration details are kept up to date.

2.5. AfroPay may reject your application at its discretion if any of the account opening requirements are not met or if you fail to provide us with satisfactory proof of identification.

2.6. AfroPay reserves the right to request further information pertaining to your account at any time failure to which may result in limitation on usage of the AfroPay services, suspension or termination of the account.

2.7. You must not maintain more than one (1) AfroPay Accounts. AfroPay shall reserve the right to apply enhanced due diligence (including the submission by you of additional documentation as may be required) and may require you to close off any extra accounts.

2.8. Interest may be paid on funds held in your AfroPay Business Wallet at AfroPay’s discretion and the rate will be communicated in the fee schedule.

2.9. In compliance with Applicable Law, we are required to apply due diligence measures to prevent money laundering and terrorist financing before you can open an Account. In doing so, we are required to identify and verify your identity and collection information about you, your use of the services provided to you and investigate any suspicions of money laundering or terrorist financing which may be raised and any illicit/illegal activities.

2.10.           Subject to AfroPay’s due diligence, you will obtain an official statement of your AfroPay account from AfroPay. An official statement of account shall be conclusive evidence of the Transactions carried out on your AfroPay Account during the period covered in the statement.

 

3.     ACCOUNT SAFETY

3.1. You must take all reasonable precautions to keep your E-Wallet, any security information relevant to your E-Wallet and your Account linked to your E-Wallet safe, and to prevent fraudulent use of them. You must use reasonable endeavors to prevent any unauthorized access to, or use of, your E-Wallet and should notify us immediately by email at support@afropay.com, of any such unauthorized access or use, or any suspicion of access or use.

3.2. You should also:

3.2.1.      Take care to ensure that no one hears or sees your login details when you use them;

3.2.2.      Not disclose your full login details or password to anyone, including us;

3.2.3.      Never write your password down, nor keep a record of it;

3.2.4.      Comply with all reasonable instructions we issue regarding keeping your login details and password;

3.2.5.      Change your login details and/or password immediately and telling us as soon as possible if you know, or even suspect, that someone else knows any of those details, or if we ask you to;

3.2.6.      Keep any computer/device you use to access the App secure and using up to date virus checking software and personal firewall software;

3.2.7.      Never access the App from any shared device, any public internet access device or access point, or any device connected to a local area network;

3.2.8.      Make sure you always log out of the App, and never leave your device unattended when you are logged in;

3.2.9.      Never share and Account details or payment details on social media or any website or public information access point.

3.3. If your Account login details are lost or stolen, or if you suspect that someone else knows your login details or your verified mobile phone number and/or email are compromised, you must contact us by email at support@afropay.com without undue delay.

3.4. We do not accept liability for any loss or costs you may incur by improper safekeeping of your account and by acting to the contrary of this Agreement.

 

4.     DATA AND PRIVACY POLICY

4.1. AfroPay recognizes the importance of protecting the privacy of all information provided by its users. This statement is meant to affirm our utmost respect for your rights to privacy.

4.2. AfroPay collects personally identifiable information that we use to profile AfroPay Users and administer individual AfroPay accounts, update AfroPay databases, and provide User support. You must not provide any false, inaccurate, incomplete or misleading information and warrants and undertake to comply with all obligations imposed under all known laws and regulations in particular but not limited to The Uganda Information and Communications Act and all its subsidiary legislations.

4.3. Save as provided hereunder, AfroPay does not share your personal information with unauthorized persons and adequate safeguards have been put in place to prevent unauthorized access and to ensure confidentiality of your personal information.

4.4. You acknowledge that by using the AfroPay Services, some of your personal and business information will be passed on to any person whom you receive E-Money from, or send E-Money to and will be available to any third party involved in the operation of the service. You hereby authorize AfroPay to share with, provide or disclose to third parties with which you have separately contracted or with which you intend to contract, your personal information including any Transaction data, information pertaining to you or your AfroPay  Account, or your usage of AfroPay Products and Services provided that the authority given to AfroPay to disclose information to such third parties (not being a law enforcement, investigative or regulatory authority) pursuant to this clause may be withdrawn at any time.

4.5. You acknowledge that AfroPay may verify your identity information through publicly available and/or restricted government databases in order to comply with regulatory requirements.

4.6. You accept that AfroPay shall have the right to monitor your account usage and may disclose personal information to local law enforcement or investigative agencies or any competent regulatory or governmental agencies to assist in the prevention, detection or prosecution of money laundering activities, terrorism financing, fraud or other criminal activities;

4.7. AfroPay employees who handle personal information are under an obligation to treat it confidentially and may not disclose it to unauthorized third parties. AfroPay employees are also responsible for the internal security of the information. Employees who violate AfroPay’s privacy policies are subject to a range of disciplinary actions.

4.8. Any person submitting any information to AfroPay through the AfroPay application may be granted access rights to that information. AfroPay has developed systems that enable access and correction of certain information submitted to it.

4.9. We will store your data for our records and subject to prevailing Law. Agreeing to these terms constitutes consent to such storage.

4.10.           You are required to review our Data Protection and Retention Policy and Privacy Policy from time to time. This policy is available on our Website. Acceptance of these terms is deemed acceptance of our Privacy Policy.

 

5.     ACCOUNT USAGE

5.1. Available Services

5.1.1.      After your account has been opened and activated, you will be in position to:

5.1.1.1.  Load E-Money from any of the mobile money service providers or any bank to your AfroPay Business Wallet.

5.1.1.2. Send E-Money to and receive E-Money from other users which if successful, you and the other user in the transaction will receive an SMS about the completed Transaction and each transaction is accompanied by unique receipt number that will appear in the confirmation SMS which can later be used to track and identify transactions. If you receive funds in error, you acknowledge that you shall be obliged to the sender failing of which AfroPay will reverse the payment to the sender.

5.1.1.3. Manage your account e.g. see your remaining balance, edit account information etc.

5.1.1.4. Request e-Money from other account users

5.1.1.5. Pay for goods purchased from your suppliers

5.1.1.6. Any other Transactions as may be introduced by AfroPay from time to time.

 

5.2. Funding your E-Wallet

5.2.1.      When you wish to add money to your wallet, you must log into the App and enter details of the Accepted Payment Method you wish to use to purchase the e-money via a dedicated payment page.

5.2.2.      Transfer of funds for the purchase of e-money are executed by Mobile Money or your card issuer. We are not authorized to cancel such a purchase once you have made a payment request. However, you will be entitled to withdraw such money, subject to applicable fees as set out in our Fees Schedule.

5.2.3.      Acceptance by us, of an order of payment by an Accepted Payment Method does not guarantee that you will receive the corresponding money in your E-Wallet. The issuing of money to your E-Wallet is conditional upon actual receipt by us of the cleared funds transferred, minus any applicable fees, as set out in the Fees Schedule.

5.2.4.      We will issue money to your E-Wallet once we have received cleared funds. For some deposit methods such as Card, we will credit the funds to your E-Wallet, subject to our right of reversal. This means that if the actual amount you intended to upload does not reach us within a reasonable time, we may deduct the funds we credited from your E-Wallet. If you do not have enough money in your E-Wallet for such deduction, we can demand repayment from you using other methods.

5.2.5.      You accept and agree that any currency other than Uganda Shillings (UGX) loaded into your E-Wallet will be converted into UGX at the rate of exchange applied by our internal payment providers or bank, plus any applicable fees. You accept that such conversion shall be entirely at your own cost and risk. The applied exchange rate will be provided to you before the confirmation of the Payment Transaction.

5.2.6.      If the balance of your E-Wallet is negative for any reason, or if there are any other past sums due to us, we may set off the negative balance by deducting amounts you owe us from funds you receive into your E-Wallet or funds you attempt to withdraw or send from your E-Wallet. You agree to allow us to recover any amounts due to us by debiting your E-Wallet/ If there are insufficient funds in your E-Wallet to cover the amount due, you agree to reimburse us through other means including, but not limited to:

5.2.6.1. Recovering the amount due from your bank account

5.2.6.2. Recovering the fees from your alternate funding sources; and/or

5.2.6.3. Taking other legal collections means to collect the amount due, as permissible by prevailing Applicable Law.

5.2.7.      If you receive funds in error, or your account balance is increased in error, the subject funds remain property of AfroPay and we reserve the right to deduct the said amount from your account balance, without prior consent, failing which, we may use various debt recovery processes at our discretion.

5.2.8.      To secure your performance of this Agreement, you hereby grant to us a lien on, and security interest in, your E-Wallet and agree to execute any further documentation to perfect our rights.

5.2.9.      We safeguard all funds that have been received in exchange for money that has been issued in your E-Wallet in accordance with obligations under Applicable Law.

 

5.3. Payment Transactions

5.3.1.      You can use your E-Wallet balance to execute Payment Transactions, by way of transfer to a third party, purchase from a business or redemption of your balance.

5.3.2.      You must ensure that you have sufficient balance available in your E-Wallet to cover the full value of your Payment Transaction and the relevant fees when you give a Payment Order to us.

5.3.3.      If there is insufficient balance in your E-Wallet to cover the Payment Transaction, we will block the Payment Transaction and you will receive a notification confirming that you have “insufficient balance”.

5.3.4.      All Payment Transactions to third parties and withdrawals are subject to the limits mentioned in clause 7 of this Agreement.

5.3.5.      In order to Authorize a Payment Transaction, you must insert a one-time password, PIN or authentication code on the App, which will be delivered to your verified mobile phone number or e-mail address, or any other Authentication Instrument as required by us from time to time. You are obliged to verify the payment amount, the payment recipient and other important information before providing Authorization to a Payment Transaction.

5.3.6.      When a Payment Transaction is executed, we shall deduct the value of the Payment Transactions from the balance in your E-Wallet as well as any applicable fees as soon as they become payable as per the Fee Schedule.

5.3.7.      Where a Payment Transaction from the E-Wallet is reversed, the reversed funds will be received by us and we shall deem this as a request by the intended recipient to make a deposit. As a result, your E-Wallet will be issued with money equivalent to the sum refunded.

 

5.4. Withdrawals/Redemptions

5.4.1.      Any withdrawals requested by you from your E-Wallet will be made to your Mobile Money account.

5.4.2.      We reserve the right to request any additional documents concerning you or a specific withdrawal or Payment Transaction.

 

6.     RECONCILIATION AND MONEY MOVEMENTS

6.1. Execution Timeframes

6.1.1.      When a Payment Order is not refused or delayed, a Payment Order is binding on you as of the moment we receive the Payment Order.

6.1.2.      A Payment Order is deemed to be received upon receiving confirmation of a deposit on your App. This confirmation does not constitute acceptance on our part. Acceptance only occurs on receipt of funds, except if such a deposit is made with a Card, which is subject to clause 5.2.4 of this agreement.

 

6.2. Refusing or Delaying Payment Transactions

6.2.1.      We review Account and Payment Transaction activity at various times, including when you initiate a transfer of funds out of your E-Wallet, for amongst other things, suspicious or illegal activity. If and where appropriate, we have the right to refuse any Payment Order and/or delay and investigate the execution of the Payment Transaction, such as where:

6.2.1.1. You have not provided the information required to executive the Payment Order and/or any other additional information we have requested about the Payment Transaction or your Account;

6.2.1.2. You fail to Authorize the Payment Transaction in accordance with any request to do so;

6.2.1.3. If Applicable Law prohibits the Payment Transaction from being executed and/or we are required to carry out further financial crime checks;

6.2.1.4. If we believe or suspect that a Payment Transaction may be fraudulent or relate to any other criminal activity, or any behavior prohibited by our policies;

6.2.1.5. If you have breached the Agreement in any manner, or the carrying out of the Payment Transaction would result in such a breach;

6.2.1.6. If there is insufficient balance for the full value of the Payment Transaction and any applicable fees;

6.2.1.7. Executing the Payment Transaction would cause a breach of the payment limit as set out under clause 7;

6.2.1.8. If a bankruptcy order or any court order preventing the transaction is made against you;

6.2.1.9. If a third party prevents us from making the payment, for example, one of the payment systems we are required to use for the Payment Transaction;

6.2.1.10.        The Payment Transaction can only be executed via a Payment System that we do not use;

6.2.1.11.        The services provided to you have been suspended.

6.2.2.      In addition to the above, we reserve the right to also take any of the following actions, following a review:

6.2.2.1. Hold funds subject to a Payment Transaction;

6.2.2.2. Suspend or terminate your Account

6.2.2.3. Seize funds to comply with a court order, warrant and/or other legal process;

6.2.2.4. Reverse a Payment Transaction.

6.2.3.      If a Payment Order is subject to an investigation, we may place a hold on the payment, and subject to the Applicable Laws, provide notice to the recipient. Following our review, we may either approve or cancel the Payment Order. If the Order has been cancelled, we may, subject to Applicable Laws, return the money to your E-Wallet.

6.2.4.      We also reserve the right to freeze your Account if we deem any funds to have been acquired illegitimately or where you are unable to provide details of the original source of funds when asked. This clause also applies when you are in breach of the Restrictions clause of this Agreement.

6.2.5.      If a Payment Order is refused or a Payment Transaction is delayed, provided it is permitted by Applicable Law, you will be informed of the action taken and its reasons, in advance or if that is not possible, as soon as possible.

 

7.     PAYMENT LIMITS

7.1. From time to time, we may set payment limits on the value of Payment Transactions you may carry out:

7.1.1.      In respect of a single Payment Transaction; and/or

7.1.2.      In respect of cumulative Payment Transactions over a specified period of time.

7.2. Applicable payment limits are available on our website, www.afropay.app. We shall increase or decrease any payment limits at our sole discretion and shall notify you of any changes made, subject to Applicable Laws.

 

8.     FEES AND CHARGES

8.1.  You are obliged to pay us the fees outlined in the Fee Schedule for the services provided to you by us.

8.2. All fees are deducted at source and are subject to change at any time at AfroPay’s sole discretion. You shall be notified of these fees should they be changed.

8.3. Fees payable on each Transaction will be deducted from your AfroPay Account at the completion of each Transaction. Your new balance on completion of the Transaction shall be notified to you by SMS and will reflect on your account.

8.4. Except as may otherwise be notified, fees are inclusive of all applicable taxes at the prevailing rate.

 

9.     SUSPENSION, FREEZING AND TERMINATING

9.1. AfroPay reserves the right at its sole discretion to suspend or terminate the agreement if you use the AfroPay account for unauthorized purposes.

9.2. Your Account shall be suspended if it has been inactive for a period of one hundred and twenty (120) days or such other period as may be prescribed. In the event of account suspension for reasons of inactivity, AfroPay shall archive your Account. Money held to your credit shall not be lost by virtue of archiving your Account and shall be availed to you upon notice by you of the activation of the account.

9.3. You acknowledge that AfroPay may be compelled by law to suspend and/or freeze your Account or decline to execute your Transaction requests if there are reasonable grounds to suspect that an Account has been or is being or may be used to receive or send funds in connection with any criminal or fraudulent activity.

9.4. You may request your Account to be closed at any time by giving written notice to AfroPay and AfroPay shall act on such instructions if, and only if, your account balance reads zero (0).

9.5. AfroPay may, at its discretion, close your Account at any time for any reason upon giving one (1) weeks’ notice to you and making reasonable attempts to reach you. You shall be entitled to the balance of any funds remaining in your AfroPay Wallet. Claims of these funds should be made to support@afropay.com with full details of your Account and the value of your claim.

9.6. AfroPay may send notices to you at any postal address provided by you or electronically by SMS or email to your contacts with which you registered on the AfroPay system.

9.7. This agreement terminates automatically upon the death of the contact persons and/or the Business which has signed up for the AfroPay Business services.

 

10.  RESTRICTIONS

10.1.           You are strictly prohibited from using The AfroPay App, E-wallet and all related products for any of the following:

10.1.1.   Collection of bribes;

10.1.2.   Payments for prostitution;

10.1.3.   Payments for child trafficking;

10.1.4.   Payments for human slavery;

10.1.5.   Payments for narcotics, psychedelics, sale or purchase of any drugs deemed illegal by the law, and any other related transactions;

10.1.6.   Payments for the sale of any items exceeding the limits imposed by a commercial license;

10.1.7.   Payments for firearms, munitions, projectiles and any arms;

10.1.8.   Money laundering;

10.1.9.   Terrorist financing; or

10.1.10.         Any other illegal activity.

10.2.           You have undertaken to provide accurate information to us. Should any facts provided to us be established to be false or a misrepresentation of facts, such shall constitute a breach or a default under this Agreement.

 

11.  TERM AND TERMINATION

11.1.           This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue indefinitely until it is terminated.

11.2.           You may terminate this Agreement at any time, subject to you emailing us at support@afropay.com. Termination will not be deemed accepted until you receive confirmation of termination from us.

11.3.           We may terminate this Agreement and close your account at any time under any of the following circumstances:

11.3.1.   If you hold an Individual Account and you are not:

11.3.1.1.        At least 18 years of age;

11.3.1.2.        Capable of entering into legally binding contracts;

11.3.1.3.        A resident of a country in which we operate.

11.3.2.   If you are an Individual and hold more than one Individual Account

11.3.3.   If you hold a Business Account, your business is not:

11.3.3.1.        Validly incorporated or registered (as appropriate);

11.3.3.2.        Capable of entering into legally binding contracts;

11.3.3.3.        Incorporated or registered (as appropriate) in a country in which we operate.

11.4.           We may terminate this Agreement if you are in breach of any of the Restrictions in this Agreement.

11.5.           Upon termination of this Agreement for any reason, we have the right to prohibit your access to the Services, including without limitation, by deactivating your Account and refusal of future access to the Services by you or any related parties.

11.6.           Upon termination of this Agreement, we shall:

11.6.1.   Reject any Payment Transactions that have not yet been deemed to be received;

11.6.2.   Close your E-Wallet; and

11.6.3.   Redeem any remaining money to you, less any fees due and payable to us, and subject to Applicable Laws.

11.7.           We are not required to redeem any money from your E-Wallet to you, where you made a request for redemption more than 2 years after the date of termination of this Agreement.

 

12.  STATEMENTS

12.1.           You may, at any time, view a mini-statement of your Payment Transactions in the App. Should you need a more comprehensive report, email support@afropay.com with your request and this shall be made available to you.

 

13.  AMENDING THIS AGREEMENT

13.1.           The valid versions of this Agreement and the Fee Schedule shall be deemed to be the newest versions of the documents available on the Website. It is your responsibility to keep yourself apprised of the contents of this Agreement from time to time.

13.2.           You will be required to accept this Agreement upon account creation and from time to time within the App.

 

14.  INTELLECTUAL PROPERTY

14.1.           The Website and App may feature third party content or offers. We do not warrant that such content is accurate, complete, reliable or current. Any information not provided directly by us, does not constitute an endorsement by us.

 

15.  LIABILITY

15.1.           If we incur any damages because you violate our policies, break any laws or otherwise cause us to suffer damage or incur any expenses, we may hold your funds, attempt to recover damages from you and take legal action against you to recover additional losses, investigation costs, fines or legal fees we may incur.

15.2.           Unless otherwise prohibited by Applicable Law, you assume all responsibility for your use of the Services. To the fullest extent permissible under Applicable Law, all such representations, warranties, guarantees and conditions are disclaimed, including but not limited to, merchantability, fitness for purpose or other terms which might otherwise be implied by statute, common law or in equity. 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.

15.3.           Except as otherwise expressly provided in this Agreement, and to the extent permissible under Applicable Law, our (including our officers, employees or agents) cumulatively liability to you for any claims or damages arising out of your use of the Services shall not exceed the Fees you paid to us for the Services under this Agreement.

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

15.5.           If you have a dispute with one or more AfroPay customers relating to payment, we are not responsible for any such dispute and you hereby release us from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

 

16.  APPLICABLE LAW AND JURISDICTION

16.1.           This Agreement will be governed by Ugandan law and the courts of Uganda will have exclusive jurisdiction over any claim, dispute or matter.

16.2.           You have the right to submit any complaints about the Services provided to you by e-mail to us. If your complaint has not been addressed within thirty (30) days, you may seek legal recourse for your matter as stipulated by the Law.