TERMS AND CONDITIONS

 

eLipa (TZ) LIMITED - GENERAL TERMS AND CONDITIONS.

These general terms and conditions constitute a legally binding agreement between eLipa (TZ) Limited hereafter referred to (We, Us or eLipa’s) and You for provision of the Services, unless otherwise agreed in writing by Us and You. Please read carefully. Please do not use any part of the Services if You do not agree with any term of the Agreement. By continuing to use any part of the Services, You will be deemed to have read, understood and accepted all the terms of this Agreement. NOW THEREFORE, You hereby agree that;  

1. DEFINITIONS & INTERPRETATION

Agreement means this Agreement together with its annexes and any document incorporated herein by reference

Buyer Purchasers of Your goods and services from Your website or shop

Biller means business entity to which a bill payment is to be directed

Chargeback means a Transaction that has been disputed by a Buyer following a credit or debit card payment , and which has been resolved in favour of the Buyer resulting in cancellation of the Transaction

Customer means a consumer of your service offering

Dashboard means web enabled interface that allows access to eLipa’s products and reports.

Effective Date means the first of the following events (i) the day on which You click the AGREE button associated with this Agreement or (ii) the day on which You execute an Agreement with Us incorporating this Agreement by reference or (iii) the date on which Your account with Us for the provision of the Services is activated

Merchant means You the user of the Services

On-boarding means the date on which Your account with Us for provision of the Services is activated

Parties mean Us and You collectively. The term Party shall have a singular composite meaning Payment means transfer/giving of funds in order to receive a good or service.

Payment Scheme means guidelines on how transactions are processed based on the channel

Card Scheme means central payment network that uses credit and debit cards to process payments.

POS means payments accepted on premise through paybills or mobile banking

Pricing Schedule means a list of fees and charges that is accepted by You

Refund means a repayment of funds to the Buyer initiated by You and effected by Us

Regulator means Bank of Tanzania

Services includes collection, payout and billing services as further described in clause 3 herein

Settlement means eLipa’s transfer of funds standing to the balance of Your account with Us net of deductions. You have the option of initiating settlement manually through Your account with Us or We can automate the Settlement in accordance with Your written instructions

Transaction means

(i) with regard to Collection services are those received Into your eLipa’s account for goods or services

(ii) with regard to Payout services those paid out to individuals or businesses

(iii) with regard to Billing services those that are made to Bill providers for utilities or airtime

Vendor ID means unique identifier provided associated to your eLipa’s account        

1.2 Any substantive provision in a definition in this Agreement, conferring rights or imposing any obligations on any Party, shall be effected as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only contained in the definition.

 

1.3 Headings are for convenience only and shall not affect the interpretation of this Agreement.   

 

2. TERM OF AGREEMENT

This Agreement commences on the Effective Date and shall remain in force for an Initial period of 12 successive months. Thereafter, it shall renew automatically upon the same terms or as may be amended in writing for periods of 12 successive months each, unless terminated in accordance with this Agreement.

 

3. SERVICES

This Agreement applies to eLipa’s collection, payout and billing services.

 

3.1 COLLECTION

3.1.1 Under this service, eLipa’s will enable You to;

(a) Receive payments on channels of you preference that is online, POS.    

(b) …..etc

3.1.2 To enable You use the Collection Service eLipa’s shall;     (a) Review KYC documents provided and ensure they are in order.

    (b) Setup your account and share the credentials and APIs if required.

    (c) If integration is required, your technical team will effect the same.

    (d) If We are to do the integration, a cost will be applied

    (e) You may begin to transact

……….. (enumerate the actions that eLipa’s shall take to operationalize the service)

 

3.2 PAYOUT

    3.2.1 Under this service, eLipa’s will enable You to;        (a) Make payments to individuals or businesses

……………………(describe bulk pay, invoicing and B2B solutions)        (b) etc   

3.2.2 To enable You use the Payout service, eLipa’s shall;    

     (a) Review KYC documents provided and ensure they are in order.

    (b) Setup your account and share the credentials and APIs if required.

    (c) If integration is required, your technical team will effect the same.

    (d) If We are to do the integration, a cost will be applied

    (e) Fund your eLipa’s account consider the amount and associated fees

    (f) You may begin to make payouts. ………………………..(enumerate the actions that eLipa’s shall take to operationalize the service)

 

3.3 BILLING

3.3.1 Under this service, eLipa’s will enable You to;

(a) To accept bill payments for airtime from different Telcos and utilities from an array of Billers ………………describe the billing solution

3.3.2 To enable You use the service, eLipa’s shall;

    (a) Review KYC documents provided and ensure they are in order.

    (b) Setup your account and share the credentials and APIs if required.

    (c) If integration is required, your technical team will effect the same.

    (d) If We are to do the integration, a cost will be applied

    (e) Fund your eLipa’s account considering the amount and associated fees

    (f) Your customers can begin paying for their airtime and utility bills.

………………………..(enumerate the actions that eLipa’s shall take to operationalize the service)

 

4. ACCESS TO SERVICES

 

4.1 You will be granted access rights to the Services once You have;

            4.1.1 Duly filled and returned the sign-up form to Us

            4.1.2 Provided Us with all the requested Know Your Customer (KYC) documents

            4.1.3 Accepted these Terms & Conditions as may be from time to time amended

 

4.2 Your account may be suspended in whole or in part without eLipa’s incurring any liability and with reasonable notice where practicable if;

            4.2.1 in the reasonable opinion of eLipa’s You are using deceptive, unfair or misleading advertising or marketing practices or selling products and services with unsubstantiated claims;

            4.2.2 eLipa’s has reasonable grounds to believe that You are engaging in prohibited products and services outlined in clause 5 of this Agreement

            4.2.3 eLipa’s has reasonable grounds to believe that You are engaging in fraudulent activities

            4.2.4 You are undertaking actions that expose eLipa’s to the risk of Chargebacks, Reversals and Refunds

            4.2.5 You do not, where required, have the necessary regulatory license to carry out your activity;

            4.2.6 You do not comply with eLipa’s request for additional KYC documents

            4.2.7 You do not co-operate with Chargeback investigations

            4.2.8 You are in material breach of this Agreement or payment scheme rules

            4.2.9 You engage in activity that interferes or disrupts the Services

 

4.3 You will also be denied access the Services if;

            4.3.1 Your account with Us for provision of the Services does not have any activity for a period of 12 consecutive months, We will classify Your account as Dormant and will block Your access to the Services until You comply with eLipa’s instructions on reactivation

            4.3.2 If You do not reactivate Your account within 6 months of notification by Us that Your account has been classified Dormant, eLipa’s shall terminate this Agreement.

            4.3.3 Upon termination in accordance with clause 4.3.2 above, eLipa’s shall dispose of all funds standing to the balance of Your account in accordance with the Unclaimed Financial Assets Act without incurring any liability whatsoever.    

5. PROHIBITED PRODUCTS AND SERVICES

 

5.1 eLipa’s does not support the following products and services

            5.1.1 Firearms and/or ammunition

            5.1.2 Pornography and adult content

            5.1.3 Hazardous materials, combustibles and corrosives

            5.1.4 Moneymaking schemes e. g multi- level marketing, pyramid schemes, matrix

 

 5.2 eLipa’s also does not support the following products and services unless You have the requisite license from the relevant authority

            5.2.1 Alcohol and Drug products

            5.2.2 Online betting or gambling

            5.2.3 market intermediaries (licensed businesses)

 

6. ACCOUNT PROTECTION

 

6.1 Once You are On-boarded by eLipa’s, You shall be provided with a Vendor ID and a password to grant You access to Your account for provision of the Services. It is Your duty to restrict access to Your password and to keep Your password safe

 

6.2 eLipa’s is entitled to rely on information received from Your account and may assume that all communication so received is from You or on Your behalf

 

7. REPAYMENTS

 

7.1 Repayments refer to Refunds, Reversals or Chargebacks.

 

7.2 You shall be exclusively responsible for repayments including any additional fees, penalties or both regarding them.

 

7.3 Fees collected by eLipa’s for processing a payment which has subsequently been repaid shall not be returned to You.

 

7.4 You are directly liable to eLipa’s for any amounts due to eLipa’s in connection with repayments as well as any applicable fees, penalties or both associated with repayments

 

7.5 You shall deliver all necessary documentation as may be requested by eLipa’s to explain the circumstances regarding the request for repayment.

7.5.1 Your refusal to cooperate with eLipa’s in providing any requested information in clause 7.5 above may lead to suspension of Your account and/ or termination of this Agreement.

 

7.6 The decision of a Payment Scheme with regard to a Chargeback shall be final and binding on You and We shall not be obligated to appeal the decision or act in any way to alter the outcome of the Payment Scheme’s decision.    

8. BLOCKING OF FUNDS

 

8.1 If a Buyer submits a claim that in particular demands a return of funds in connection with a Payment made, We may block the funds evidenced in Your account with Us in connection with such Payment, to the extent necessary to wholly cover the claim. Such blockade does not impede Your right to Settlement of the remainder of funds in Your account with Us.

 

8.2 We may decline Payment where there is justifiable doubt as to the legality of the underlying Transaction or legality of the Payment itself    

 

9. FEES & CHARGES

We shall deduct fees and other charges for the Services upon collection of funds in accordance with the Pricing Schedule.

 

10. ORDER OF PRIORITY

If in addition to this Agreement, You have signed a contract with Us for any of the Services, the following order of priority will apply;

(i) The other Contract

(ii) This Agreement

 

11. SUPPORT

If You experience a service outage or need any assistance kindly send an email to [email protected]. and We shall endeavor to solve the problem in consultation with other stakeholders.

 

12. MARKETING

You hereby agree that Your Name and standard logo maybe used by Us in our general commercial efforts.

 

13. FORCE MAJEURE

 

13.1 Neither Party will be liable for delay or interruption in fulfillment of its obligations under the Agreement for reasons that are beyond its control and which exercise of reasonable diligence could not prevent (each event a ‘Force Majeure Event).   13.2 Force Majeure events include and are not limited to acts of God, government or regulator action, adverse weather conditions, civil unrest, interruption in telecommunication networks.   13.3 A Party affected by a Force Majeure event shall notify the other Party as soon as is reasonably practicable and will use commercially reasonable efforts to minimize the impact of the Force Majeure event.   13.4 Force Majeure shall not include in insufficiency of funds or failure to make payment required under this Agreement.   13.5 If an event of Force Majeure is not resolved within 14 days, then the other Party may terminate this Agreement in accordance with the provisions of termination herein.    

 

14. REPRESENTATIONS & WARRANTIES

 

14.1 You represent and warrant that;

            14.1.1 You shall not use the Services in connection with any illegal or fraudulent activities;             14.1.2 All information You have provided to Us is truthful, accurate and complete in all material respects;

 

15. EXCLUSION & LIMITATION LIABILITY

 

15.1 We are not Party to contracts concluded between You and Your Customers;

 

15.2 You shall be exclusively responsible for the security and format of data transmitted to Us.

 

15.3 To the fullest extent permissible under the applicable law, eLipa’s total liability arising under this Agreement shall not exceed the total fees received by it in the 6 month period immediately giving rise to the claim of liability

 

16. DISPUTE RESOLUTION

 

16.1 The Parties shall first attempt to settle any dispute arising under this Agreement amicably within 30 days of receipt of a dispute notification from the offended Party to the offending Party.

 

16.2 If the Parties fail to settle the dispute amicably, the Dispute shall be finally settled under the rules Tanzania Arbitration Centre (TAC) by one Arbitrator appointed in accordance with the said rules and in accordance with the Arbitration Act, 2020, as may be from time to time amended. The seat of arbitration shall be Dar es Salaam, Tanzania and the language to be used in the arbitral proceedings shall be English.

 

16.3 The Parties shall continue to perform their obligations under the contract pending conclusion of the arbitral proceedings.

 

17. TERMINATION

 

17.1 After the Initial Period, either Party may terminate this Agreement by giving at least 60 days prior written notice to the other Party.

 

17.2 Termination shall not affect either Party’s rights and obligations accrued before such termination

 

 

18. AMENDMENT

 

18.1 We may revise this Agreement by giving one (1) month written notice via email or by posting the revision on our website.

 

18.2 If You continue using the Services or any part thereof after the one (1) month notice, You shall be deemed to have accepted the revisions.

 

18.3 If You object to the revision, You may terminate this Agreement in accordance with clause 17 hereof, notwithstanding the provisions on the Initial Period of the contract..

 

 

19. GOOD FAITH

The Parties shall exercise good faith in all aspects of their relationship under this Agreement.

 

 

20. GOVERNING LAW & JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it shall be governed and construed in accordance with the laws of Tanzania.