Welcome

Welcome to Gypaid.

This Service Agreement ("Agreement") is entered into by and between Gypaid Africa Limited, a company registered in the Republic of Uganda and holding a Payment System Operator and Issuer of Payment Instrument license from the Bank of Uganda under the National Payments Systems Act of Uganda, 2020, and the entity or sole proprietor on whose behalf a Gypaid account is created ("you" and "your").

The Agreement applies to software, payment, card, mobile money, SMS, API, mobile banking, utility payment, business automation and related services that Gypaid Africa makes available to businesses, institutions, developers, non-profit organizations, agents and individual account users in Uganda, East Africa and other African markets where our services are supported.

This Agreement states the terms and conditions that apply to your use of the Services. It is effective from the date you first access or use the Services and continues until either you or Gypaid terminates it. Market-specific terms, partner rules, regulatory requirements or written commercial agreements may also apply depending on the country, payment method or service channel used.

Definitions

Gypaid Africa Limited or Company means the company providing the services described in this Agreement.
Services means the specific services that Gypaid provides to the client.
Client means the party entering into the Agreement with Gypaid.
Card Services means card-based payment processing services offered by Gypaid, including card processing, card issuing and card acquiring.
Payment Services means payment processing services offered by Gypaid, including mobile money, bank transfers, airtime and data, bill payments and other electronic value processing.
User Information means any information provided by the client or their users in relation to the services.
Financial Services Terms means terms and conditions related to financial services provided by Gypaid or its partners.
Insolvency Proceeding means any proceeding related to bankruptcy or insolvency of the client.
Gypaid Technology means any technology or software used by Gypaid in providing the services.
Protected Data means data or information protected by law or regulation and provided by or on behalf of the client or their users in connection with the services.
Gypaid Data means data or information owned by Gypaid and provided in connection with the services.
Content means any content or materials provided by the client or their users in connection with the services.
Credential Compromise means unauthorized access to or use of the client's account credentials.
Audit means any review or examination of the client's systems or apps by Gypaid.
Anti-fraud measures means measures taken by the client to prevent fraud or unauthorized access to the account or services.

Eligibility

The Gypaid software and services are intended for legitimate businesses, including sole proprietors, non-profit organizations, institutions, developers, agents and other approved users operating in Uganda, East Africa and other African markets where Gypaid Africa supports the relevant service.

Users must be legally able to enter into this Agreement, provide accurate onboarding information, meet any applicable KYC, KYB, AML, CTF, sanctions, payment partner, mobile money, banking, communications and local regulatory requirements, and use the Services only in markets and service channels approved by Gypaid.

A user or representative must not sign up for Gypaid on behalf of, or for the benefit of, a user whose Gypaid service was suspended or terminated by Gypaid unless Gypaid approves.

Business representative

You and your representative individually affirm to Gypaid that the representative is authorized to provide User Information and bind you to this Agreement, and that the representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business.

Gypaid may require you or your representative to provide additional information or documentation demonstrating your representative's authority.

Sole proprietor

If you are a sole proprietor, you and your representative also affirm that your representative is personally responsible and liable for your use of the Services and your obligations to customers, including payment of amounts you owe under this Agreement.

Services

Gypaid and its affiliates, as applicable, will provide the client with access to software services, payment services, card services and related business automation services configured for the client's approved market, account type and commercial agreement.

The platform is provided as a service on a subscription, transaction-fee, usage-fee or agreed commercial basis and is accessible through desktop, mobile, API or supported integration channels.

Software service: access to a software platform that automates payments, finance operations, approvals, reporting, reconciliation and customer workflows.
Payment services: payment options such as mobile money collections, bulk payments, bank transfers, airtime and data top-ups, utility and bill payments, settlement workflows and other electronic value processing supported in the relevant market.
Card services: provision or support of virtual and physical card-related services where available and approved.
Developer and messaging services: APIs, webhooks, sandbox tools, bulk SMS, transaction notifications and integration support for approved use cases.

Service modifications, updates and subcontracting

Gypaid may modify the service at any time, including adding or removing functionality or imposing conditions for use of the service.
Gypaid will notify the client of material adverse changes, such as deprecations or removal of functionality.
Gypaid may subcontract its obligations under this Agreement to third parties.

Service restrictions

The client agrees not to:

Work around technical limitations of the Services, enable disabled or prohibited functionality, or access or attempt to access non-public Gypaid systems, programs, data or services.
Reverse engineer or attempt to reverse engineer the Services except as permitted by law.
Use the Services to engage in activity that is illegal, fraudulent, deceptive or harmful.
Perform or attempt any action that interferes with normal operation of the Services or affects other users' use of Gypaid services.
Copy, reproduce, republish, upload, post, transmit, resell or distribute any part of the Services, Documentation or the Gypaid website except as permitted by law.
Violation of these restrictions may result in termination of this Agreement and access to the Services.

User information

Upon request, the client must provide Gypaid with any and all information in a form satisfactory to Gypaid. The client must ensure that User Information is accurate, complete and kept current on the software platform.

User Information may include business registration details, identity and verification information, tax or compliance details, beneficial owners, directors, account administrators, agents, beneficiaries, settlement accounts, payment channels, mobile money numbers, API users and other information required by Gypaid, regulators, financial partners, mobile money operators, banks, utility providers or communications partners.

If there are changes affecting the nature of the business, country of operation, representatives, beneficial owners, principals, payment channels or other pertinent information, the client must notify Gypaid and provide updated User Information. If the client fails to provide accurate or complete information, Gypaid may terminate this Agreement and the client's access to the Services.

Term, termination and suspension

This Agreement remains in effect for an initial term of 12 months. After the initial term, it automatically renews for additional 12-month terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate this Agreement at any time with one month's notice. Gypaid may terminate this Agreement immediately if necessary to meet compliance requirements.

Gypaid may suspend the client's use of the software and services at any time where it believes the use may violate law, financial service terms, communications rules, payment partner rules or government authority requirements in any supported market; where a government authority, financial partner, mobile money operator, bank, utility provider or communications partner requires it; where the client does not respond to User Information requests; where the client breaches this Agreement or Financial Services Terms; where the client enters an insolvency proceeding; or where the client's business or use of the Services presents unacceptable risk, fraud, security, reliability, credit or legal concerns.

Payment and fees

The fees for the Services are stated on Gypaid's pricing page, dashboard, invoice, order form, proposal or written commercial agreement, as applicable. Fees may vary by product, country, currency, payment method, network, provider, transaction volume, settlement arrangement and support requirements. Gypaid may revise the fees for the Services and will provide the client with notice where required by the applicable agreement or law.

The client must pay, or ensure that Gypaid is able to collect, software subscription fees, transaction fees, SMS fees, integration fees, service charges, provider charges, taxes and any other amounts owed under this Agreement when due. Gypaid may invoice these amounts, deduct them from the client's Gypaid balance, or collect them through another agreed payment method.

Failure to pay fees when due may result in termination of this Agreement and access to the Services.

Service and support

Gypaid will provide support to the client through the following channels and commitments:

Phone, email and other channels to help the client resolve general issues.
A Service Level Agreement response target of 8 business hours for critical issues and 24 business hours for non-critical issues.
Regular software updates to keep the platform secure and up to date.
Regular maintenance windows to support optimal platform performance.
Access to documentation, knowledge base materials and other support resources.
The client is responsible for keeping contact information accurate and updated. Gypaid may suspend or terminate support if contact information is inaccurate or if the client violates this Agreement.

Third-party services and information retrieval

Gypaid may reference, enable access to or promote third-party services from time to time, including mobile money, banking, card, utility, SMS, identity verification, cloud, fraud monitoring, analytics and support services. Access to and use of third-party services may be governed by the third party's terms, availability, operational rules and privacy policies.

The client authorizes Gypaid to retrieve information about the client and their business from Gypaid's service providers and other third parties, including payment partners, mobile money operators, bank partners, business registration bureaus, tax or identity databases where lawful, credit reports, AML and fraud whitelists and blacklists. Gypaid may use this information to verify identity, assess creditworthiness, manage fraud and comply with legal, regulatory and partner requirements across supported African markets.

Use rights

Subject to this Agreement, Gypaid grants the client a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the term to access Documentation and use Gypaid software solely as necessary to use the Services, solely for the client's business purposes, and in compliance with this Agreement and the Documentation.

Warranties and limitation of liability

Gypaid represents and warrants that the Services will be performed in a professional and timely manner consistent with industry standards. Gypaid will comply with applicable laws and regulations in connection with the performance of the Services. Gypaid does not warrant that the Services will be uninterrupted or error-free, but will use commercially reasonable efforts to minimize interruptions and errors.

In no event shall Gypaid be liable for special, incidental or consequential damages, including loss of use, loss of profits or loss of data, whether in contract or tort, arising out of or in connection with this Agreement or use of the Services. Gypaid's total liability to the client under this Agreement shall not exceed the total fees paid by the client to Gypaid under this Agreement.

Joint development and marks usage

Any joint development of products or services will be subject to a separate agreement between the parties, and rights in jointly developed products or services will be as agreed in that separate agreement.

Subject to this Agreement, each party grants the other party and its affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, limited license to use the other party's trademarks, trade names, service marks, logos, domain names and other distinctive brand features solely in connection with promotion, marketing and advertising of the other party's services or products, or as otherwise expressly permitted in writing.

Privacy, personal data and Gypaid data

The client acknowledges and agrees to Gypaid's Privacy Policy, which sets out how Gypaid collects, uses and protects personal and other information. The Privacy Policy is incorporated into this Agreement by reference.

The client acknowledges that Gypaid processes personal data in accordance with the Privacy Policy and the client must comply with applicable data protection laws in each market where it submits, accesses or instructs Gypaid to process personal data. The client represents and warrants that it has obtained all necessary consents, notices, lawful bases and rights to provide personal data to Gypaid and authorize Gypaid to process that data in accordance with this Agreement and the Privacy Policy.

The client acknowledges that Gypaid owns all right, title and interest in and to Gypaid Data, including all intellectual property rights. The client must not use Gypaid Data for any purpose not expressly permitted by this Agreement and must not disclose or distribute Gypaid Data to any third party without Gypaid's prior written consent.

Data controls and account credentials

Each party will maintain commercially reasonable administrative, technical and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. Each party must take reasonable steps to prevent unauthorized access, use, alteration or destruction of the other party's confidential information and must notify the other party promptly if it becomes aware of such unauthorized activity.

You must prevent Credential Compromise, including by ensuring that passwords are secure, are not shared with unauthorized parties, and that your Gypaid account is not used or modified by anyone other than you and your authorized representatives.

Dispute resolution and arbitration

Gypaid Africa Limited is incorporated and licensed in Uganda. Unless a separate written agreement states otherwise, this Agreement is governed by and construed in accordance with the laws of the Republic of Uganda without giving effect to conflict of law principles. Any dispute arising out of or relating to this Agreement or the Services shall be resolved by the courts of the Republic of Uganda.

Where the Services are provided, accessed or used in another African market, the client is also responsible for complying with applicable local laws, licensing requirements, mobile money rules, banking rules, communications rules, tax obligations, data protection requirements, payment partner requirements and any market-specific service terms.

This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements.

Any disputes or disagreements arising out of or relating to this contract shall be resolved by binding arbitration in accordance with the laws of Uganda. The arbitration shall be conducted in Kampala, Uganda and in the English language. The arbitrator's decision shall be final and binding on the parties. The parties agree to bear their own arbitration costs and expenses, and the arbitrator's fees shall be borne equally by the parties.

Indemnification

Each party shall indemnify and hold the other party and its affiliates, and their respective directors, officers, employees and agents, harmless from claims, damages, losses, liabilities, suits, actions, demands, proceedings and expenses, including reasonable attorneys' fees, arising out of or connected with a breach of this Agreement, negligence or wilful misconduct, infringement of third-party intellectual property or proprietary rights, or any other act or omission of the indemnifying party or its affiliates.

The indemnified party must give the indemnifying party prompt written notice of any claim.
The indemnified party must give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability.
The indemnified party must give the indemnifying party, at the indemnifying party's expense, all reasonable assistance, information and authority to control and settle the claim.

Disclaimer

The Gypaid software is provided "as is" and "as available". Gypaid and its affiliates and employees will not be responsible for losses, damages or costs suffered as a result of hacking, tampering or other unauthorized access to the software, account or protected data; use of the software in a way not in accordance with this Agreement; unauthorized access to servers or infrastructure; service interruptions or stoppages; bugs, viruses or other harmful code transmitted through the service; errors, inaccuracies, omissions or losses in protected data or Gypaid Data; defamatory, offensive or illegal conduct of others; or the client's failure to use or implement anti-fraud or data security measures.