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DREAMOVAL LIMITED, a limited liability company incorporated under the laws of the Republic of Ghana, whose office is situated at 2nd Floor Crystal Plaza, Community 18, Lashibi, Tema and of PMB CT 498, Cantonments, Accra, Ghana (hereinafter referred to as “Service Provider”) acting by its authorised representative of the one part;
A. Service Provider is a software development company which provides proprietary technologically advanced solutions.
B. Biller is a merchant, enterprise or institution.
C. The Service Provider has available (i) a real-time bill payment, collection and management aggregation service platform for billers or merchants in partnership with selected financial institutions in Ghana and other payment service providers (hereinafter referred to as “Billbox”); and (ii) an online payment platform capable of accepting card payments and mobile money payments via a payment app.
D. Biller is desirous of using the services outlined above to be provided by the Service Provider for the purpose of expanding the range of payment options for its customers, and facilitating payments from its customers.
E. The Parties have agreed to enter into this Agreement to define their rights and obligations in connection with the use of Billbox (Part 1); (ii) the acceptance of card payments and mobile money payments on behalf of the Merchant
PART 1 – BILLBOX BILLER TERMS
1. PART 1 DEFINITIONS
1.1 Unless inconsistent with or indicated otherwise by the context, the following terms when used in this Part 1 shall have the following meanings:
“Affiliate” means any legal entity, which is directly and/or indirectly controlling, controlled by and/or under common control of any of the Parties, and its directors, officers and any employee;
“Application Programming means documentation which the Service Provider will
Interface Document” or provide Biller to enable integration between Billbox
“API Document” and the Biller’s information technology (IT) infrastructure or documentation which Biller will provide Service Provider for purposes of integration to the Billbox platform;
“Authorised Users” mean the employees, representatives and agents of Biller who are authorized by Biller to use Billbox;
“Banks” means financial institutions who collect or facilitate the collection of bills or payments on Biller’s behalf using Billbox;
“Billbox Product Document” means documentation with information on the features and functionalities of Billbox;
“Biller Collections” means the collection or the facilitation of the collection of bills or payments on Biller’s behalf using Billbox;
“Business Day” means a day (other than Saturday, Sunday or public holiday) when businesses in Ghana are open for normal business;
“Confidential Information” means all financial, business and technical or other data and all other confidential information (whether written, oral or in electronic form or on magnetic or other media) concerning the business and affairs of a Party that the other Party obtains, receives or has access to as a result of the discussions leading up to or the entering into or the performance of this Agreement (including, for the avoidance of doubt, the terms of this Agreement) but not including any information that:
(i) is or becomes generally available to the public other than as a result of its disclosure by the recipient or the Authorised Users in breach of this Agreement, except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information; or
(ii) the Parties agree in writing is not confidential or may be
(iii) is independently developed without access to any
Confidential Information disclosed by the Disclosing
“Customer” means an individual or corporate body whose payments are
collected through Billbox;
“Documentation” means the Billbox Product Document, the API Document and
any documentation relating to Billbox and the Software
including but not limited to the technical instructions, guidance
and operating manuals regarding the use of the Service;
“Effective Date” means the date of execution of this Agreement which is first
“Force Majeure” means any event which is beyond the reasonable control of a
Party, including without limitation, (a) war, act or threat of
terrorism, riot, civil commotion or political upheaval, (b) acts of
God, including, without limitation, storm, flood, tempest,
lightning, drought, typhoon, earthquake or other natural
disaster, (c) strike, lock-out or other industrial dispute, (d) fire,
explosion, (e) power failure or damage or breakdown or
destruction of any network facilities or servers, or (f) change in
government policy, newly-enacted governmental regulation or
any change therein;
“Holding Bank” means a bank appointed by the Service Provider with primary
responsibility for the settlement of all transactions on the Billbox
“Integrators” mean banks or service providers who collect or facilitate the
collection of bills or payments on Biller’s behalf using Billbox;
“Intellectual Property Rights” mean all current and future copyright, patents, trademarks or rights in software, databases, inventions or trade secrets, know-how, rights in designs, brand and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable
of protection in any relevant country of the world;
means these Billbox Biller terms and includes the recitals, schedules and any annexures to them;
means an advice or statement to be sent by Service Provider to billers and integrators on Billbox, including the Holding Bank, on
transactions undertaken on the Billbox platform in order for all
parties to reconcile their books;
“Secondary Banks” means financial institutions who collect or facilitate the
collection of bills or payments on Biller’s behalf using Billbox but
are not the designated primary collecting bank of the biller;
“Services” means the services to be provided by Service Provider through
Billbox and as described in the Billbox Product Document, and
“Service” shall be construed accordingly;
“Service Commencement means the date on which Biller indicates its decision to
Date” commence using the Service by signing a certificate of
acceptance following a satisfactory user acceptance test
conducted by Biller;
“Software” means the Billbox software in any and all various stages of
development and / or final form, and includes, without limitation,
the literal elements of a program (source code, object code or
otherwise) its audio-visual components (menus, screens,
structure and organisation), any human or machine readable
form of the program, and any writing or medium in which the
program, and any writing or medium in which the program or
the diagrams, flow charts, designs, drawings, specifications,
models, data bug reports, updates operate;
“Transaction Date” means the date of the transaction in question;
“User Account” means an account created by Biller or for its Authorised Users
for the use of Billbox;
“VAT /NHIL” means value added tax charged in accordance with the Value
Added Tax Act, 2013 (Act 870) as amended and national health
insurance levy charged in accordance with the National Health
Insurance Act, 2012 (Act 852).
2.1 The services to be performed by Service Provider under this Part 1(collectively the “Services” and individually the “Service”) shall be in accordance with the Billbox Product Document provided by Service Provider to Biller prior to the Effective Date.
2.2 The Parties agree that the Integrators enrolled on the Billbox platform as at the Effective Date are as set out in Schedule 1 of this Agreement and Service Provider may enroll other Integrators on the Billbox platform.
2.3 The Parties agree that by providing the Services under this Agreement, Service Provider acts as a conduit only, and shall at no time be the payer or payee with regard to any payment instruction or collection, save the Service fees specified in Schedule 2 to this Part 1.
2.4 The Parties agree that the bill payment and collection process using Billbox shall be done in the manner depicted in Schedule 3 to this Part 1.
2.5 Biller agrees for Service Provider to add more features to the Billbox platform from time to time or discontinue with the provision of some features.
3. SERVICE LEVEL AGREEMENT
3.1 The Parties hereby agree that Service Provider may as required, and subject to reasonable notice which shall not be less than five (5) days, temporarily suspend the Service for the purpose of repair, maintenance or improvement of equipment (software or hardware), vary the technical specification of the Service for operational or regulatory reasons; or give instructions about the use of the Service resulting from mandatory government laws and regulations that become applicable during the term of this Part 1.
3.2 In the event of any failure of the Service, Service Provider shall ensure that the Service is restored within reasonable time and shall promptly inform Biller of the reasons for such failure and steps being taken to remedy the failure and ensure the restoration of the Service.
3.3 The Service Provider will provide service support to Biller. The service support and escalation contact list for the Service Provider are set out Schedule 4 of this Part 1.
4. USER LICENCE
4.1 Service Provider hereby grants a non-exclusive user licence to Biller for the use of Billbox and related Software for the duration of this Part 1, which shall be limited to such use as is strictly necessary to allow Biller to perform the obligations reasonably contemplated by the Parties. Biller must not use any of Service Provider's Intellectual Property Rights for commercial or any other purposes without obtaining an express licence from Service Provider to do so.
4.2 Service Provider retains all right, title and interest in Billbox, including without limitation all Documentation used to provide the Service and all logos and trademarks reproduced through the Billbox platform and the use of Service does not grant Biller any rights whatsoever in or to Billbox platform or any of its components.
4.3 Biller shall not, except as may be allowed by any applicable industry law incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement;
4.3.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Billbox platform, Software and/or Documentation (as applicable) in any form or media or by any means; or
4.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
4.3.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services; or
4.3.4 use the Services and/or Documentation to provide Services to third parties; or
4.3.5 attempt to obtain, or assist third parties in obtaining access to the Services and/or Documentation, other than as provided under this Agreement.
4.4 Biller shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Service Provider.
4.5 The rights provided under this clause 4 are granted to Biller and its Authorised Users only, and shall not be considered granted to any Affiliate of Biller unless as agreed herein.
5. FEES AND CHARGES
The fees, charges and transaction charges to be paid to the Service Provider under this Part 1 and the payment terms are set out and described in Schedule 2 to this Part 1.
6. AUTHORISED PERSONS
Biller shall, prior to use of the Service, provide Service Provider with a list (“authorised contact list”) containing the names and telephone numbers of the Biller’s contact persons (“authorised persons”) who are authorised by Biller to provide the required entry data information for purposes of verifying the authenticity of entry data in accordance with security procedures. Service Provider may rely on the authorised contact list provided by Biller until Service Provider receives a written notice from Biller changing the telephone number(s) or adding or deleting authorised persons.
7. SERVICE PROVIDER’S OBLIGATIONS
7.1 Service Provider undertakes that:
7.1.1 the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.1.2 it will train Authorised Users on the proper use of Billbox. A standard training plan is attached as Schedule 5 to this Part 1.
7.1.3 it shall ensure that Authorised Users receive access credentials for access to the Billbox platform through the use of the User Account.
7.1.4 it shall send an automatically generated daily sales report of transactions performed on the Billbox platform to Biller preceding settlements.
7.1.5 it shall post on the Billbox interface reconciliation details for transactions using Billbox and Biller may access and download reconciliation reports or files in excel or comma separated values (CSV) formats to reconcile information with information from Biller’s system.
7.1.6 it shall ensure that Integrators enter all funds collected on behalf of Biller daily on the Billbox platform and shall ensure that Biller receives details of all payment and collection transactions daily.
7.2 Notwithstanding the obligations assumed by Service Provider in this clause 7, Service Provider:
7.2.1 does not warrant that the Biller's use of the Services will be uninterrupted or error free; and
7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party communication networks and facilities, including the internet, and Biller acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such third-party communication facilities.
8 BILLER’S OBLIGATIONS
8.1 Biller undertakes to:
8.1.1 actively promote and use the Billbox platform.
8.1.2 provide Service Provider with all information as may be required by Service Provider to render the Services including but not limited to providing information on the names of customers, amount owed and billing period.
8.1.3 comply with all applicable laws, regulations and guidelines with respect to its activities under this Part 1 and shall carry out its responsibilities as set out in this Part 1 or related to the use of Billbox in a timely and efficient manner.
8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Part 1 and shall be responsible for any Authorised User’s breach of this Part 1.
8.2 Biller shall be solely responsible for:
8.2.1 procuring and maintaining its network connections and telecommunications links from its systems to the Billbox platform;
8.2.2 all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Biller's network connections or telecommunications links or caused by the internet.
8.3 Biller shall have a maximum of one (1) week within which to dispute any figures posted on the Billbox platform as collected on Biller’s behalf or as amount to be settled.
8.4 Biller hereby agrees that the Service Provider or Integrators registered on the Billbox platform are permitted to use Biller’s logo or name in advertising the Services and at any channel location where payments will be collected on behalf of the Biller.
9 INTEGRATION AND INTEROPERABILITY
9.1 Biller shall integrate the Billbox platform with Biller’s IT systems for the use of the Services using the API Document provided by Service Provider where applicableprior to the Effective Date.
9.2 Biller shall also ensure that its computers and applications used to access Billbox for the provision of the Services are in compliance with any Billbox recommended specifications and are interoperable with the Billbox platform.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Biller acknowledges and agrees that Service Provider and/or its licensors own all Intellectual Property Rights in Billbox and the Documentation. Except as expressly stated herein, this Agreement does not grant Biller any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 Service Provider confirms that it has all the rights in relation to Billbox and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Part 1.
10.3 Service Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Part 1 does not grant Biller any Intellectual Property Rights in or to the Service or any of its components.
Biller acknowledges and agrees that its use of the Billbox platform and the provision of the Service is on a non-exclusive basis and this Part 1 shall not prevent Service Provider from entering into similar agreements with third parties for the use of the Billbox platform, or from independently developing, using, selling or licensing software documentation, products and/or services which are similar to those provided under this Part 1.
13. LIMITATION AND EXCLUSION OF LIABILITY
13.1. In no event:
13.1.1. will Service Provider´s liability arising out of or related to Part 1 of this Agreement for the duration of the Agreement exceed the fees and charges paid to Service Provider in one
(1) year in respect of the services to be provided under this Part 1;
13.1.2. will Service Provider be liable for any consequential, indirect, special, incidental loss, relating to the provision of the Service and shall not be liable for any expense, claim, loss, damage, or cost ("Damages") arising out of or relating to its obligations under this Part 1.
13.2. The liabilities limited by this clause 15 apply:
13.2.1. to liability for negligence;
13.2.2. regardless of the form of action, whether in contract, tort, strict product liability, or otherwise.
13.3. In the event that applicable law limits the application of the provisions of this clause 15, Service Provider’s liability will be limited to the maximum extent permissible.
13.4. Service Provider shall not be responsible for the acts or omissions of Integrators, Biller or Authorised Users (including without limitation the amount, accuracy or timeliness of delivery) or be responsible for the acts or omissions of any other person.
PART 2 - SERVICE SPECIFIC TERMS
1. Biller Classification and Description
1.1 Biller shall be classified as one of the following:
1.1.1 an API Biller: Biller has its own API to which Billbox connects;
1.1.2 a Hosted Biller: Biller does not have an API but needs to host its services or customers on Billbox;
1.1.3 an Agent Enabled Biller: Biller utilizes a software agent installed on Biller’s premises by Billbox. This software will connect Biller which does not have a public API but has internet connection through a secure private tunnel. Biller is hosted unto the Billbox platform through the software agent;
1.1.4 an On-Premise/ Mobile Biller: – Biller collects through a particular channel and the service is not made available on other channels.
1.2 The Parties agree that Biller is an API Biller
2 Biller Types and Fees
2.1. Biller shall be classified as a Commission Giving Biller (CG Biller)). The fees applicable to the Biller classification are as follows:
Biller Types Set-up Other fees
CG Biller Free Biller agrees to give commission on
A summary of total agreed fees for the existing contract and new collection services are outlined in the table below and there are no other fees for the biller.
Merchant Commission Rate (excl. VAT)
- E commerce Other Banks Transactions - 1%
- Mobile Money Mobile Money Transactions - 3% (The fee will be split
between the merchant and its customer)
Visa / Master Card Transactions - 3%
2.2. The Parties agree that Biller is a CG Biller and the fee and other payments will be in accordance with clause 2.1 above.
Settlement of payments received on Biller’s behalf shall be done as follows:
3.1 Bank will Sweep the net amount of collections made on behalf of the Biller to the Primary Settlement Bank in T+2 days, if Bank is not a Primary Settlement Bank for the Biller.
3.2 Where Bank is a Primary Settlement Bank for the Biller, Bank shall retain the net amount collected for the Biller and settle the Biller next day.
4 Generally applicable terms and conditions
4.1 The fees stated in this Schedule are exclusive of Visa and MasterCard charges.
4.2 The Biller shall have a maximum of one (1) week to dispute figures posted on the Billbox platform.
PART 3 - PAYMENT AND PROCESS FLOW CHART
The various payment flow processes on the Billbox platform are illustrated in this Schedule.
1. Paying Unspecified Amount
With this option, Biller has no billing system or customer list and there are no customer details available for retrieval before payment. The payment flow for paying an unspecified amount using the Billbox Platform shall be as follows:
2. Paying with Options
With this option, Biller has no billing system or customer list and there are no customer details available for retrieval before payment. The payment flow for paying with options using the Billbox Platform shall be as follows:
3. Lookup and Pay
This option is used in cases where customers are required to pay an exact bill amount. The bill is retrieved from the Biller and the full bill amount is collected from the customer. The lookup and pay option shall be as follows:
4. Lookup and Pay with options
This option is used in cases where customers can pay for specific packages (e.g. DSTV bouquet). Customer details are first retrieved from the Biller and then a list of available package options is presented for the customer to be given a choice of the preferred option. The lookup and pay with options shall be as follows:
5. Lookup and Pay Adhoc Amount
This option is used in cases where the Biller's customers do not have fixed bills or are allowed to pay any amount towards the bill (e.g. mobile money wallet top-ups). Customer details are first retrieved from the Biller and then customer is allowed to specify any amount to be paid. The lookup and pay adhoc amount shall be as follows:
PART 4 - SERVICE LEVEL AGREEMENT (SERVICE SUPPORT)
1. SECURITY AND INTEGRATION
1.1 System Security Assurance
The Service Provider guarantees efficient security measures to protect data integrity and prevent unauthorized system access by providing the following:
▪ 256-bit encryption.
▪ Digital Certificates (Client/Server) – Restriction of System access to authorized users.
▪ Data inaccessible by third parties since it is only accessible within the local network.
▪ Full Audit Trail with time stamped access logs and IP address logging.
1.2 Interoperability requirements on Service Provider
1.2.1 Biller shall use Google Chrome to enable Biller access the backend interface of Billbox.
1.2.2 Biller shall use Google Chrome, Microsoft Office Excel and Comma Separated Value (CSV) to log in transaction details, view and download data tables, transaction reports, etc.
1.2.3 To ensure that only authorized persons can access the service, the Service Provider will issue SSL client certificates if requested by Biller and at a fee to be prescribed by Service Provider. Biller shall ensure that the SSL client certificates are installed in the web browsers that are accessing the Billbox platform.
SERVICE AVAILABILITY, SUPPORT AND MAINTENANCE
2.1 Service Availability
The Service Provider will apply the same degree of priority and due diligence with which it meets the needs of similar customers to ensure that the Billbox service is available 99.00% of the time in a given month excluding scheduled maintenance.
2.2 Support Service
Service Provider support may be accessed via telephone/IM on the days and the time schedules listed in the table below.
Mondays-Fridays 7am - 7pm
Saturdays 8am - 7pm
Sundays 12pm - 6pm
Holidays Schedule per day of week above is used
Biller may also access Service Provider’s support service via email at all times. The Biller or its
authorized representative’s email notification must describe the specific issue or problem, the
start time of the incident, scope of impact and any other relevant information that will assist the
Service Provider to resolve the issue.
Support covers both technical and user issues. Service Provider’s response and turnaround time shall be in accordance with the terms of clauses 2.3, 2.4 and 2.6 below.
2.3 Incident Levels
The Service Provider shall prioritize all support requests based on the severity level of the problem reported as listed in the table below and shall respond to each support request in accordance with the response times specified in the table set out in clause 2.4.
Incident levels for the Billbox service are as follows:
Priority Severity Level Definitions Financial Impact
1 Critical ● Full service outage–backend inaccessible Serious
● API outage-no communication over API
● An error or failure in the Slydepay service
software that impacts Merchant’s business
or prevents work from being done
● All other critical service affecting incidents
2 Major ● Significant data degradation Medium
● Inability to perform critical management or
● Problems that do not significantly impair
the functioning of Slydepay and do not
significantly affect service to the
3 Minor ● Any symptom that does not affect the None
Merchant’s ability to use Slydepay
● Incidents that are non-critical or minor
● Non-service affecting inconsistencies
● Minor functional issues that do not affect
the Service Provider’s ability to provide the
● Any other kind of information, enquiry,
issue considered minor
2.4 Response Times
The Service Provider’s response times to the incident levels in clause 2.3 of this Service Level Agreement (SLA) are as follows:
Response Incident Level
Critical Major Minor
Initial 30 minutes 1 hour 2 hours
Restoration 2 hours 6 hours 24 hours
The Service Provider and the Merchant may agree in writing to a reasonable extension of the service support response times on a case-by-case basis.
2.5 Service Support and Contact Escalation
2.5.1 The service support and escalation contact list for the Service Provider and the Merchant are indicated in the respective tables below. The Service Provider and the Merchant shall notify each other in writing of any changes to the list provided in this clause 2.5 of the SLA.
The Service Provider
Responsibility Escalation Contact Person Phone Number / Email
Service Center Support 1 Help Desk 0263775030 / 0303411045
Account Manager 2 Susuana Odoi 0260565389
Unit Head 3 Charles Kollo 0278940002/
The Service Provider and the Biller may agree in writing to a reasonable extension of the service support response times on a case-by-case basis.
2.5.2 The Biller shall promptly notify the Service Provider of any faults relating to the use of Billbox and shall subject to compliance with relevant Biller’s security and encryption requirements notified to the Service Provider in writing, provide Service Provider with remote access to the Biller’s system, as is reasonably required to respond to support request and resolve the fault.
2.5.3 Support services shall generally be provided by the Service Provider from its office. Where there is a need to provide the support at the premises of the Biller, the Biller acknowledges and agrees that to properly access and resolve the challenges, it may be necessary to grant the Service Provider direct access at the Biller’s premises, to the Biller’s system and personnel to enable the Service Provider to resolve the issues.
2.5.4 Where necessary for the Service Provider to carry out support service on Biller’s premises, Biller shall provide access promptly, provided that the Service Provider complies with Biller’s security requirements and other processes governing the entrance to premises and work on site by contractors as previously brought to the attention of the Service Provider in writing.
The Service Provider shall monitor and maintain the Billbox platform to ensure that service disruptions in the use of Billbox are kept at a minimum. The three (3) categories of maintenance are as follows:
Category Definition Maintenance Time &
Planned Service Approved work or service that is planned Time: 12 midnight – 5 am
Maintenance and scheduled prior to the work or Single occurrence: 5 hours
service. Service Provider will give Biller maximum
at least five (5) days prior notice of the
Work or service that is unplanned due to Time: 11 pm – 5 am
Unplanned Service an urgent repair, patch or update to Single occurrence: 3 hours
Maintenance prevent service failure. The Service maximum
Provider will give the Biller at least 24
hours notice of the service interruption.
Emergency Service Service failure that affects the entire Time: No defined time
Maintenance service that requires immediate repair,
and is performed as necessary and in Single occurrence: 2 hours
the fastest and most efficient manner to maximum
ensure restoration of the service.
Maintenance services shall be communicated to the appropriate contact as stated in clause 2.5.1. An email notification describing the specific issue or problem, scope of impact, the date and maintenance time for the resolution of the issue shall be sent by the Service Provider to the authorized representatives of the Biller.
2.7 Service Provider shall send automated Reconciliation Files to all Integrators and billers on the Billbox platform daily.
PART 5 - STANDARD TRAINING PLAN
Type Training No. of Location Duration
Inclusive Service Provider shall provide Up to five (5) Biller’s Office or DreamOval One (1) day
a training session for Biller’s facility.
operations team on the use of
the Billbox Service.
Service Provider shall supply N/A Service Provider may send N/A
Biller with user and training materials to Biller / arrange
manuals. with Biller to pick up
Service Provider shall use an As many Participants may access the Between 30
appropriate tool where participants as the webinars from the Biller’s min – 1hr or as
applicable to refresh team on Biller’s conference Office or other facility may be
the latest Billbox features. facility is able to arranged by Biller. determined on
host. a case by case
Service Provider shall provide N/A Service Provider may send N/A
Biller with periodic materials to Biller / arrange
newsletters to show best with Biller to pick up
practices and new features. materials.
Optional Biller may make a request for No of participants Biller’s Office or DreamOval As may be
(Additional further training for its would be facility agreed
Charges to personnel or for training of determined by the between
be incurred personnel exceeding the Biller. Service
by the package for five (5) that is Provider and
Biller) included as part of the Biller.
PART 2 - MERCHANT TERMS
16 PART 2 DEFINITIONS
16.1 In this Part 2, unless clearly inconsistent with or otherwise indicated by the context:
16.1.1 “Authorisation” means the approval of a Transaction by an Issuer;
16.1.2 “App User” means any person who employs the use of a Payment App to perform online Transactions;
16.1.3 “Business day” means any day of the week other than Saturday, Sunday or public holiday in the Republic of Ghana;
16.1.4 “Card” means a Credit Card, Debit Card, or any other card issued by an Issuer to the Cardholder;
16.1.5 “Cardholder” means the person or entity to whom a Card is issued by an Issuer and, where applicable, whose name or details are printed or embossed on a valid Card;
16.1.6 “Chargeback” means a Transaction returned by an Issuer to the Service Provider which the Service Provider may debit to the Merchant’s Bank Account;
16.1.7 “Chip and Pin Card” means any Card issued by an Issuer containing an EMV certified chip;
16.1.8 “Credit Card” means a Card issued to a Cardholder by an Issuer for credit Transactions, which bears the Issuer’s and MasterCard, Diners or Visa logos or any other logos used by MasterCard, Diners or Visa from time to time;
16.1.9 “Cut-off Time” means the time of the day at which batch of transactions made on that day will be sent for processing and settlement. Daily cut-off time is 11:59pm unless otherwise stated
16.1.10 “CVC2/CVV2” means the customer verification code being the three digits that appear on the reverse side of a Card;
16.1.11 “Debit Card” means a Card issued to a Cardholder by an Issuer for debit Transactions, which bears the Issuer’s and MasterCard’s ‘Maestro’ logo or Visa’s ‘Electron’ logo or Diners logo or any other logos used by MasterCard, Diners or Visa from time to time;
16.1.12 “Device” means the portable handset or computing device or any other peripheral electronic gadget or electronic payment enabled applications used to facilitate payments between the Merchant and its customers;
16.1.13 “Diners” means Diners Club International Limited, means a cards scheme;
16.1.14 “Effective Date” means the date of last signature of the Agreement;
16.1.15 “EMV” means the Europay – MasterCard – Visa specifications for Chip based payment Cards, which define the specifications for Chip and Pin Cards;
16.1.16 “Fraudulent Transactions” any Transaction which, in terms of the common law or statute of the Republic of Ghana, would constitute fraud (whether Authorisation was obtained or not) without it being necessary for the Service Provider to prove such fraud and will include, but is not limited to, any Transaction arising from the use of a Card by a person other than the authorised Cardholder or the use of a Card which has not been issued by a bona fide Card Issuer;
16.1.17 “Fees” means the without limitation, merchant commission fees, administration fees and other fee that the Service Provider may from time to time charge to the Merchant as fully set out in Schedule A;
16.1.18 “Issuer” means a financial institution or company that has been authorised to issue Cards;
16.1.19 “Magnetic Stripe” means the magnetic stripe affixed to the back of a Card which contains Cardholder and account information;
16.1.20 “MasterCard” means MasterCard WorldWide, a card scheme with registration number 2001/004445/10;
16.1.21 “MasterCard SecureCode” is a payment authentication system used to authenticate, accept and process a Transaction on the internet which complies with MasterCard’s authentication, acceptance and processing protocols;
16.1.22 “Merchant” means Passion Air Limited, a limited liability company incorporated in accordance with the laws of Ghana, herein represented by Edward Annan, the Accountable Manager, he being duly authorised thereto;
16.1.23 “Merchant’s Bank Account” means a banking account opened, held and nominated by the Merchant in this Agreement;
16.1.24 “Merchant Commission” means a percentage of total sales payable to the Service Provider pursuant to Transaction, as agreed by the Parties on the effective date and as amended by the Service Provider from time to time;
16.1.25 “Mobile Money” means electronic funds linked to a person’s sim card account enabled by a Mobile Network Operator to hold funds;
16.1.26 “Mobile Money Holder” means the Mobile Money owner;
16.1.27 “Mobile Network Operator” means any telecommunication service provider operating within the territory and licensed by the relevant regulatory body to provide Mobile Money services;
16.1.28 “Online” means the real-time processing of a Transaction, directly from the payment gateway and/or Bank Terminal to the Issuer;
16.1.29 “Part 2” means these merchant terms set out below and the schedules or annexures hereto;
16.1.30 “Parties” means the Service Provider and the Merchant and each individual Party shall be referred to as “the Party”;
16.1.31 “Payment App” means a Bank approved application on a Device which allows an App User to pay for a Transaction via Card or Mobile Money;
16.1.32 “Payment Schemes” means Visa, Mastercard, UPI and any other applicable payment scheme and Payment Scheme means any of them as the context requires;
16.1.33 “Payment Scheme Rules” mean the documented rules and regulations as amended and published by the Payment Schemes from time to time;
16.1.34 “PCI DSS” means the Payment Card Industry Data Security Standards’ technical and operational requirements as set by its governing council to protect Cardholder data;
16.1.35 “POS Terminal” means a point of sale channel provided by the Service Provider that electronically authorises, captures and transmits Transaction Data;
16.1.36 “PIN” means personal identification number, which is a secret number issued and known only to the Cardholder or Mobile Money Holder and which may facilitate a Transaction;
16.1.37 Regulatory Authority means any national, municipal, provincial, other local or administrative government, authority or department, or any agency, tribunal, commission, regulator, self-regulatory body or other similar body having jurisdiction over any of the Parties and/or the subject matter of this Agreement or any part thereof, including the Bank of Ghana;
16.1.38 “Service Provider” means DreamOval Limited, a limited liability company incorporated in accordance with the laws of Ghana;
16.1.39 “Settlement” means the crediting of the Merchant’s preferred Bank Account;
16.1.40 “Slydepay Wallet” means the electronic purse where Merchant transactions are first held before settlement into Merchant’s preferred Bank account;
16.1.41 “Territory”means the Republic of Ghana;
16.1.42 “Transaction” means any payment transaction for the purchase or acquisition of goods or services from a Merchant by a Cardholder or Mobile Money Holder with or without the Card, or via Mobile Money;
16.1.43 “Verified by VISA” is a payment authentication system used to authenticate, accept and process a Transaction on the internet which complies with Visa’s authentication, acceptance and processing protocols; and
16.1.44 “Visa” means Visa International Service Association Incorporated, a card scheme with registration number BR001259 under the CEMEA regions (Central Europe, Eastern Europe, Middle East and Africa).
17 MERCHANT’S OBLIGATIONS
17.1 The Merchant shall:
17.1.1 accept only valid and current Card details entered by Cardholders for payment;
17.1.2 honour each valid card details that is entered by the Cardholder for payment;
17.1.3 not be entitled to set a minimum monetary value for Transactions
17.1.4 ensure that all Card and Mobile Money Transactions are processed electronically;
17.1.5 ensure that it does not disclose encryption certificates, Cardholder and Mobile Money Holder information or other security features to any third party;
17.1.6 ensure that it has terms and conditions in place to keep Cardholder, Card details and Mobile MoneyHolder information secure and confidential at all times, which meet the requirements of the Data Protection Act, 2012 (Act 843) and other conditions which have been approved by the Service Provider;
17.1.7 ensure that its website contains the following information:
126.96.36.199 details of the Merchant’s customer services telephone number and physical address (including its country of domicile);
188.8.131.52 a full description of the services rendered;
184.108.40.206 the Merchant’s security policy and refund policy
17.1.8 immediately advise the Service Provider in the event that any Card and/or Card details are compromised;
17.1.9 immediately advise the Service Provider in the event that any Mobile Money Holder’s details are compromised;
17.1.10 immediately advise the Service Provider if there is sufficient cause to suspect a Mobile Money Holder is transacting fraudulently;
17.1.11 inform the Service Provider in writing of all changes to its banking account mandates, address, nature of business or trading name or any other material change to its business;
17.1.12 at all times complies with MasterCard ,Visa and Diners PCI DSS;
17.1.13 at all times complies with the VISA, MasterCard and Diners rules as amended from time to time;
17.1.14 in consultation with the Service Provider determine which Card schemes and/or Card types or the Mobile Network Operators’ Mobile Money services will be acceptable for Transactions;
17.1.15 retain batch reports for all payments received for not less than 120 (one hundred and twenty) days from the date of the Transaction.
18 THE SERVICE PROVIDER’S OBLIGATIONS
18.1 The Service Provider shall:
18.1.1 provide the required payment platform to meet the Merchant’s requirements and also to enable the Merchant perform its obligations set out in this Agreement maintain, manage and service the payment platform and ensure all Card payments are Verified by Visa and MasterCard SecureCode;
18.1.2 undertake that all Card payments approved by the Issuer and routed to the Merchant are duly authorised;
18.1.3 all Card payments will be deemed to have gone through Verified by Visa or Mastercard SecuredCode
18.1.4 ensure any envisaged downtime of the Service Provider’s payment platform is duly communicated to the Merchant; ensure all downtime occurrences are resolved within 24 hours of it being reported;
18.1.5 credit Transaction funds into the designated Merchant’s Bank Account within 24 hours of a Transaction subject to the Service Provider’s Cut-off Time which is 23:59 GMT. Transactions made after the Cut-off Time and/or made on a day other than a Business day will credited to the Merchant’s Bank Account on the next Business day. The Service Provider will not be held responsible for any delay in settlement to any other Bank account other than one recommended by the Service Provider
18.1.6 ensure that training is provided to the Merchant on the use of the payment platform
19 AUTHORISATIONS AND PROCEDURES
19.1 The Parties acknowledge that:
19.1.1 an Issuer may decline an Authorisation without giving any explanation or reason therefor;
19.1.2 all Mobile Money payments shall be deemed as duly authorised and approved by the Mobile Network Operator provided a valid PIN is entered; and
19.1.3 An Authorisation granted by an Issuer merely indicates that the Cardholder has sufficient funds for the Transaction at the time. Such Authorisation does not warrant:
(i) the validity or authenticity of the Card; or
(ii) that the person presenting the Card is authorised to do so; or
(iii) that payment by the Issuer of the value of the authorised Transaction will not be subject to a Chargeback by the Issuer to the Merchant.
19.2 All Transactions must be processed electronically on the Service Provider Terminal. The Merchant shall ensure that Card details are not manually entered through the ‘back end’ or any other means.
19.3 All refunds unless specified on the Merchant’s online portal and/or other Terms and Conditions document will be processed as set out below. If the Merchant agrees to furnish a refund to a Cardholder, the Merchant must submit the refund electronically to the Service Provider for processing within 3 (three) Business days of the refund Transaction. The refund must be processed using the Card that was used for the original Transaction. A copy of the refund slip must be given to the Cardholder.
19.4 The Merchant must retain a copy of the refund Transaction slip referred to in Clause 6.3 above for a period of not less than 120 (one hundred and twenty) days and must produce it when called upon to do so by the Service Provider and/or the Cardholder or Mobile Money Holder.
19.5 All mobile money refunds will be initiated by the merchant via email to the Service Provider
20 FRAUDULENT TRANSACTIONS AND TRANSACTION SLIPS
20.1 The Merchant should not process transactions that it reasonably should have known are fraudulent or unauthorised by the Cardholder or the Mobile Money Holder as per the laws of the Territory, the Regulatory Authority and Payment Scheme Rules.
20.2 The Merchant agrees that it will be responsible for the actions of its employees at all times.
20.3 The Service Provider will be entitled to debit the Merchant’s Slydepay Wallet at any time with the value of all transactions processed by the Merchant which the Service Provider reasonably believes, and in accordance with the Regulatory Authority and Payment Scheme Rules, are fraudulent and/or unauthorised transactions made by the Merchant, its employees or agents.
20.4 The Service Provider reserves the right to terminate this Agreement immediately or at any time without prejudice to any of its rights in terms of this Agreement if it reasonably suspects, and if it is proven that the Merchant has perpetrated a fraud, which rights will be retained notwithstanding the cancellation of this Agreement.
20.5 A Transaction slip will be invalid if the underlying Transaction in respect of which it is issued is illegal
20.6 Notwithstanding any provision to the contrary, the Service Provider may, in its sole discretion, elect to treat any of the above-mentioned Transactions as valid.
20.7 In the event of an invalid Transaction as set out above, the Service Provider shall have the right to Chargeback the invalid Transaction as set out in clause 8 below.
21 MERCHANT COMMISSION AND FEES
21.1 The Merchant shall pay the Merchant Commission and Fees to the Service Provider as set out in Schedule A annexed hereto and as amended by the Service Provider from time to time.
21.2 The Service Provider reserves the right to vary the Merchant Commission and/or Fees from time to time upon notification to the Merchant
21.3 The Service Provider reserves the right to introduce any new Fees and such Fees will be applicable 30 days after the date on which the Merchant is advised of such Fees in writing.
22 THE SERVICE PROVIDER’S AUTHORITY TO DEBIT THE MERCHANT’S SLYDEPAY WALLET
22.1 The Service Provider shall be entitled to and is hereby irrevocably authorised by the Merchant to debit the Merchant’s Slydepay Wallet with:
22.1.1 overpayments due to clerical or electronic errors, where such errors were made by the Service Provider subject to the Merchant being notified;
22.1.2 any fees and/or fines imposed by the schemes on the Service Provider as a result of non-compliance with mandatory or regulatory rules imposed by the schemes and as advised by the Service Provider to the Merchant from time to time;
22.1.3 the Merchant Commission calculated at the rate set out in Schedule A on the total monthly value of all valid Transactions;
22.1.4 any Chargebacks effected in accordance with the scheme rules;
22.1.5 any refund due to a Cardholder which the Merchant fails to process;
22.2 The Merchant hereby authorises the Service Provider to deduct any fees or fines arising as a result of fraud for which the Merchant is liable from the Merchant’s Slydepay Wallet or any other bank account of the Merchant if the Merchant’s Bank Account is not adequately funded to allow a debit.
22.3 The Merchant hereby authorises the Service Provider to set off any debits due by the Merchant in terms of this Agreement against any credits due to the Merchant in respect of clause 23.2 above.
22.4 The Merchant must retain sufficient funds in their Slydepay Wallet to cover all Fees, Merchant Commission and Chargebacks.
PART 3 – GENERAL PROVISIONS AND BOILER PLATE
23.1 References in this Agreement to any document or annexure, shall be deemed to be a reference to the current version of the relevant document or annexure and references to this Agreement shall be deemed to be a reference to the current version of this Agreement.
23.2 The headings to the clauses to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.
23.3 Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons, and vice versa.
23.4 Use of any particular gender includes the other.
23.5 Any reference to “persons” include natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
23.6 Any reference to a directive, statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.
23.7 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
23.8 Any schedules and/or annexures hereto will form part of this Agreement, unless specifically otherwise stated.
23.9 When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day.
23.10 Neither party shall be deemed the drafter of this Agreement for the purposes of construing any ambiguities in the Agreement.
24.1 The Merchant hereby indemnifies and holds harmless the Service Provider against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) which may be sustained or incurred by the Service Provider or for which the Service Provider may be sought to be held responsible as a result of or in connection with any act or omission of the Merchant, its employees, agents or representatives arising out of the terms of this Agreement.
24.2 Further, the Biller shall defend, indemnify and hold harmless the Service Provider against the
Biller’s use of the Services and/or Documentation, provided that:
24.2.1 The Biller is given prompt notice of any such claim;
24.2.2 The Service Provider provides reasonable co-operation to Biller in the
defence and settlement of such claim at Biller’s expense; and
24.2.3 The Biller is given sole authority to defend or settle the claim.
24.3 The Service Provider shall defend the Biller against any claim that the Services or
Documentation infringes any copyright, trademark or database right and indemnify the Biller
for any amounts awarded against the Biller in judgment or settlement of such claim, provided
24.3.1 The Service Provider is given prompt notice of any such claim;
24.3.2 The Biller provides reasonable co-operation to the Service Provider in
the defence and settlement of such claim, at Service Provider's
24.3.3 the Service Provider is given sole authority to defend or settle the
24.4 In the defence or settlement of any claim, the Service Provider may procure the right for the
Biller to continue using the Services, replace or modify the Services so that the Biller’s use of
the Services or Documentation becomes non-infringing.
24.5 In no event shall the Service Provider, its employees, agents and sub-contractors be liable to
the Biller to the extent that the alleged infringement is based on:
24.5.1 the Biller's use of the Services or Documentation in a manner contrary
to the instructions given to Biller by Service Provider; or
24.5.2 the Biller's use of the Services or Documentation after notice of the
alleged or actual infringement has been given by the Service Provider
or any competent authority.
24.6 Email indemnity
24.6.1 The Merchant agrees that all mandates and consents and all emailed instructions,
mandates and consents, which the Service Provider receives through the email address
provided by the Merchant shall be deemed to be given by the Merchant in the form
actually received by the Service Provider and the Merchant shall be bound thereby,
provided these emails have been executed by such persons who have been duly
authorised by the Merchant. Upon signature of this Agreement the Merchant shall furnish
the Service Provider with a list of authorised persons which the Service Provider can rely
upon, until the Merchant has revoked such list in writing to the Service Provider.
24.6.2 The Merchant hereby indemnifies the Service Provider against any damages, costs, expenses, claims and losses which the Service Provider may directly or indirectly suffer
as a result of the Service Provider acting in accordance with the Merchant’s emailed instructions referred to in clause 24.6.1 above.
24.6.3 The Merchant will not hold the Service Provider liable if the Service Provider acts in accordance with the Merchant’s emailed instructions which reasonably appear to have been signed in terms of the list of authorised persons given by the Merchant to the Service Provider, provided the Service Provider was not grossly negligent.
25 CLOSURE, RESTRICTED ACTIVITY OR SUSPENDED ACCESS TO ACCOUNT
The Service Provider reserves the right to close, restrict activity or suspend access to any of the Merchant’s accounts held at the Service Provider, if in any way the Service Provider knows or reasonably suspects that the Merchant’s accounts are being used fraudulently, negligently or for illegal activities or if the Service Provider must do so to comply with any law. The Merchant hereby indemnifies the Service Provider for any direct, indirect, consequential or special damages arising from any act or omission by the Service Provider or any third party for whom the Service Provider is responsible, whether arising in contract, delict or statute, if the Service Provider closes, restricts or suspends access to any of the Merchant’s accounts, as contemplated herein.
26 DISCLAIMER OF WARRANTIES
Service Provider makes no warranties, either expressed or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights.
27.1 The Merchant warrants to the Service Provider that:
27.1.1 it has full capacity, power and authority to enter into this Agreement and to perform all of the obligations recorded in this Agreement;
27.1.2 the execution and performance by it of this Agreement will not cause a breach of any other Agreement to which it is a Party; and
27.1.3 it will enter into such other Agreements with such other Parties as may be necessary to fulfil its obligations to the Service Provider in terms of this Agreement, which other Agreements shall in no way be in conflict or cause a conflict with the provisions of this Agreement.
27.2 This Agreement shall bind the Merchant and all its successors in title and assigns, if any.
28.1 Except as otherwise provided in this clause, the terms and conditions of this Agreement, all data, reports, records and other information of any kind whatsoever developed or acquired by any Party in connection with this Agreement, including all information in respect of the Cardholder shall constitute Confidential Information as defined in clause 1.
28.2 In respect of any Confidential Information disclosed, furnished or made accessible by either Party (such party being referred to as the “Disclosing Party” in this clause 27) to the other Party (referred to as the “Receiving Party” in this clause 27), the receiving Party undertakes to the disclosing Party:
28.2.1 to keep confidential all Confidential Information;
28.2.2 to keep Confidential Information in a safe and secure place using reasonable technical and organizational security measures to prevent unauthorised access, destruction or loss;
28.2.3 not, without the prior written consent of the Disclosing Party, to reveal or otherwise disclose Confidential Information in whole or in part to any other person save those of its employees, agents, advisors or sub-contractors who are involved in performing its obligations under this Agreement and who need to know the Confidential Information in question for that purpose, and provided that any such third party that may become privy to such Confidential Information shall first undertake in writing to protect the confidential nature thereof; and
28.2.4 to use Confidential Information solely in connection with performing its obligations under this Agreement and not for its own benefit or the benefit of any third party.
28.3 The Parties shall not at any time during the term of this Agreement, release any statement to the press, or make any other public statement of any nature which could reasonably be expected to be published in any media regarding the relationship or the subject matter of this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld nor delayed.
28.4 The provisions of this clause 28 shall not apply so as to prevent disclosure of Confidential
Information by the receiving Party where and to the extent that such disclosure is required
to be made:
28.4.1 by virtue of the regulations of any stock exchange;
28.4.2 by any court or governmental or administrative authority competent to require the same;
28.4.3 by any applicable law, legislation or regulation.
28.5 Notwithstanding the termination of this Agreement, this clause 28 shall remain binding on the
Parties. On written request from the Disclosing Party, the Receiving Party shall return to the
Disclosing Party (or destroy if instructed to do so) all Confidential Information disclosed to
Receiving Party, in whatever form or medium in which it is in the Receiving Party’s
possession, custody or control.
29 CONSENT TO CREDIT REFERENCES AND DISCLOSURE OF INFORMATION
29.1 The Merchant hereby authorises and consents to the Service Provider:
29.1.1 sharing information relating to the Merchant facility with the SB Group for research purposes. The Merchant acknowledges that the Service Provider researches the market to improve its services and products and, on occasion uses third parties to conduct the research on its behalf and consents to the Service Provider providing such third parties
with its details to conduct such research on behalf of the Service Provider. These research companies follow strict codes of conduct and treat all information given to them as confidential;
29.1.2 disclosing information concerning the Merchant and the Merchant facility to the schemes or other financial institutions for use in any fraud prevention schemes they may set up and to comply with such institutions’ rules; and
29.1.3 disclosing information to MATCH (the Member Alert to Control High-Risk Merchants System), OFAC (Office of Foreign Asset Control) and the Merchant Performance Reporting Service.
30 NO PARTNERSHIP
This Agreement does not create a partnership, joint venture or agency between the Parties and neither Party shall be liable for the debts of the other Party, howsoever incurred.
Should any Party (“the defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach, or if the breach is not capable of remedy, failing to implement remedial action acceptable to the other Party, within 14 (fourteen) days of receiving a written notice from the other Party (“the aggrieved Party”) requiring the defaulting Party to do so, the aggrieved Party shall be entitled in addition to its other remedies in law or in terms of this Agreement to cancel this Agreement forthwith and without prejudice to its rights to claim damages; provided that if the defaulting Party commits two or more breaches of any material provision of this Agreement in any 6 (six) month period of this Agreement, the aggrieved Party shall be entitled without prejudice to any of its other rights or remedies in law or under this Agreement to terminate this Agreement forthwith by notice in writing to the defaulting Party.
32 TERM AND TERMINATION
32.1 This Agreement:
32.1.1 supersedes all prior agreements entered into between the Service Provider and the Merchant relating to the provision of card payment and mobile money payment processing via a Payment App for online Transactions on the Service Provider’s online payment platform; and
32.1.2 will commence on the effective date and will continue for a minimum period of 12 (twelve) months, and shall automatically renew thereafter for one-year terms, subject to a Party’s right to terminate the Agreement in accordance with this clause.
32.2 Either Party shall be entitled to terminate this Agreement immediately if the other Party:
32.2.1 takes steps to place itself, or is placed in liquidation, whether voluntary or compulsory or under judicial management in either case whether provisionally or finally; or
32.2.2 takes steps to deregister itself or is deregistered; or
32.2.3 the other Party ceases or threatens to cease to carry on business
32.2.4 enters into or is a Party to a fraudulent Transaction as defined in clause 6 above.
32.2.5 if so requested by any of the Payment Schemes for any reason whatsoever
32.3 Either party shall be entitled to terminate this Agreement by giving one month’s notice for any other reason other than listed under clause 31.2 above.
32.4 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination.
33 LIMITATION OF LIABILITY
33.1 Notwithstanding anything to the contrary contained in this Agreement, no Party shall be liable to the other for any indirect or consequential loss or damage, including without limitation, loss of profit, revenue, anticipated savings, business Transactions or goodwill or other contracts whether arising from negligence or breach of contract.
33.2 Neither Party shall be responsible to the other for any loss or consequential loss arising from any failure or malfunction in any electronic device or any delay in an electronic communication, including a communication via cellular telephones, or failure or malfunction in any supporting or shared networks, where applicable, resulting from circumstances beyond the Party’s reasonable control. The use of any electronic means of communication is entirely at the Merchant’s risk.
34 DATA PROTECTION
The Parties acknowledge and agree, in respect of any personal data that will be processed pursuant to this Agreement, to comply with the Data Protection Act, 2013 (Act 843).
If any provision (or part of a provision) of this Agreement is found by any court of competent jurisdiction or administrative body of competent authority to be invalid, unenforceable or illegal, such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement and if necessary the Parties shall negotiate a replacement provision with similar commercial effect.
12.1. Neither Party shall, without the prior written consent of the other Party, assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights or obligations under this Agreement.
12.2. Neither Party shall assign, novate or otherwise dispose of or deal with this Agreement or any part of it without the prior consent in writing of the other Party, such consent shall not be unreasonably withheld.
12.3. Any assignment agreed to by the Service Provider will not relieve the Merchant of any obligations with respect to any covenant, condition, or obligation required to be performed by the Merchant under this Agreement.
The Parties agree that no amendment, alteration or variation of this Agreement shall be valid unless reduced into writing and signed by or on behalf of the Parties to this Agreement.
12.4. The failure of a Party to exercise or the delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right or duty under this Agreement. A waiver of any provision under this Agreement shall, if requested, be provided in writing.
12.5. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
13. RIGHTS OF THIRD PARTIES
This Agreement is made solely and specifically between and for the benefit of the Parties and is not intended to be for the benefit of and shall not be enforceable by any person who is not named at the date of this Agreement as a Party to this Agreement or a beneficiary and neither Party shall be entitled to declare itself a trustee of the rights under this Agreement for the benefit of any third party.
14.1. Any relaxation or indulgence or extension of time granted by the Service Provider to the Merchant will not constitute nor be deemed to be a novation or waiver of the Service Provider’s rights against the Merchant.
14.2. This Agreement may be signed in counterpart and the copies signed in counterpart shall together constitute the Agreement.
14.3. Each Party shall pay its own costs of negotiating, drafting, preparing and implementing this Agreement.
15.1. This Agreement may be terminated by mutual agreement in writing by the Parties.
15.2. This Agreement may be terminated at any time by either Party (the terminating Party) giving the other Party two (2) months’ prior written notice for reasons of business convenience.
15.3. Biller acknowledges Service Provider’s right to terminate this Agreement with immediate effect and without prior written notice (such termination to take effect on the day indicated in the notice) in the event where Biller breaches any of its obligations under this Agreement and fails to remedy the breach within five (5) days after receiving written notice requiring it to remedy the said breach.
15.4. A Party may terminate this Agreement by giving prior notice in writing to the other Party where a Force Majeure event is continuous for a period of fourteen (14) days.
15.5. Upon termination of this Agreement as expressed herein, Biller shall return all Documentation to Service Provider and a Party shall immediately cease any further use of the other Party’s logo, service mark and/or trademark, or any material or document bearing such logo or mark.
15.6. The termination of this Agreement shall not affect the rights or obligations of either Party arising before such termination and shall not affect any accrued rights or liabilities of either Party.
16. DISPUTE RESOLUTION
16.1. If any dispute arises out of or in connection with this Agreement or in the performance, validity or enforceability of this Agreement (“Dispute”), the senior management of each of the Parties shall meet to attempt to resolve such Dispute within fourteen (14) days following the date on which a Party provides written notice to the other Party of the existence of such Dispute. The written notice shall provide a reasonably detailed explanation of the basis for the Dispute.
16.2. In the event that the Dispute is not amicably settled within the fourteen (14)-day period, either Party shall be entitled to commence legal proceedings in the Commercial Division of the High Court of the Republic of Ghana.
17.1. Any and all notices which are required to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed duly served if delivered personally or by courier service or by electronic mail to the addressee at the address of that Party set opposite its name below or at such other address as the Party to be served may have notified (in accordance with the provisions of this clause 25.1.) for the purposes of this Agreement.
2ndFloor Crystal Plaza, Community 18, Lashibi, Tema PMB CT 498,Cantoments, Accra
Attention: Charles Kollo, Senior Vice President
17.2. Any notice given in terms of this Agreement shall be in writing and shall:
17.2.1. if delivered by hand, be deemed to have been duly received by the addressee on the date of delivery;
17.2.2. if sent electronically, be deemed to have been received on the first Business day following the successful transmission thereof as evidenced by the electronic confirmation of receipt, unless the contrary is proven.
17.3. Each Party will provide the other Party with the name, title, address (including email) and phone numbers of its representative to receive operational communication and to conduct the daily communication which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers, may be communicated or revised by one Party's notice to the other in accordance with clause 25.1 of this Agreement.
17.4. Notwithstanding Clause 25.1, the Parties acknowledge and agree that any communication by electronic mail shall not amount to a writing for the purposes of clause 20 (Amendment), or notice in writing for the purposes of clause 23 (Termination) and that any purported amendment of, or notice for breach or termination under this Agreement by electronic mail shall have no effect.
18. ENTIRE AGREEMENT
This Agreement, including the schedules attached hereto, or documentation referred herein, constitutes the entire agreement between the Parties with respect to the subject matter and supercedes previous agreement and contemporaneous understandings, oral or written, between the Parties with respect to the subject matter of this Agreement.
19. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana.