Merchant Service Agreement

PAYMENT GATEWAY MERCHANT SERVICE AGREEMENT

This merchant service agreement (hereinafter called “Agreement”) is entered by and between CHAPA FINANCIAL TECHNOLOGIES SHARE COMPANY, a payment gateway operator established under the laws of Ethiopia, having its principal place of business at Bole Sub City, Woreda 3, House No. 755/41B, Tel: +25160724272, Addis Ababa, Ethiopia (hereinafter referred as “Chapa”); and the Merchant (hereinafter referred as "Merchant”).

The Merchant and Chapa shall hereinafter be individually referred to as “Party” and collectively as “Parties”.  

RECITALS

WHEREAS, Chapa is a company licensed by the National Bank of Ethiopia to engage in the business of payment gateway service and payment aggregation activities;

WHEREAS, Chapa is currently working in collaboration with different acquiring banks to provide a payment gateway service to Merchants;

WHEREAS, the Merchant desires to use the payment gateway service of Chapa for receiving payment of goods and/or service from its customers;

WHEREAS, by completing the Merchant Application Form, Merchant applies for the service covered by this agreement and agrees to be bound by the terms and conditions of this agreement;

NOW THEREFORE, in consideration of the foregoing terms and conditions the contracting parties hereto agree as follows:

Article 1

Definitions

Unless the context otherwise requires, the following terms shall have the meanings set forth below:

  1. “Acquiring Bank” means the financial institution /Banks and Digital Banking Service Providers/ that processes credit or debit card payments on behalf of a merchant;
  2. “Affiliate” means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding or parent company of that Party and any direct or indirect subsidiaries of such holding company;
  • “Agreement” means this Payment Gateway Merchant Service Agreement, Merchant application form and any supplements, pricing, settlement schedule, appendices, amendments, modifications, extensions and revisions therein;
  1. “Applicable Law(s)” means any applicable laws of the Federal Democratic Republic of Ethiopia, including without limitation: provisions of pertinent codes, proclamations, regulations, and directives of any competent regulatory authority including the National Bank of Ethiopia directives with respect to the National Payments System Operators, Payment Gateway system and generally the National Payment System;
  2. “Business Day” means any day (other than Sunday and any other day on which financial institutions are authorized by law or government decision to be closed) on which financial institutions are open for general business in Ethiopia;
  3. “Chapa API” means Application Program Interface belonging to Chapa for the purpose of providing the Services;
  • “Card” means any card, or other device, including a code or any other means of access to an account, that may be used from time to time to make payment, including debit, credit and stored-value card;
  • “Cardholder” means a person that enters into an agreement with the issuing banks in order to obtain a payment card and is authorized to use the card for accessing the account associated with the card for the purpose of making deposit, withdrawing money, making different payments and obtaining other related services;
  1. “Confidential Information” means a non-public information about the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or under direction from any relevant regulatory authority;
  2. “Customer” means any person who purchases products or services from the Merchant in relation to a payment transaction processed using the services;
  3. “Chargebacks” means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution;
  • “Disclosing Party” means any one of the Parties under this Agreement who discloses Confidential Information to the receiving party;
  • “Gateway Service Fee” means various fees that Chapa charges the Merchant for the provision of the Payment Gateway Service, as set out in the Pricing Schedule attached hereto;
  • “Intellectual Property Rights” means all and any patents, trademarks, service marks, trade names, domain names, goodwill, registered designs, industrial design rights, copyrights, and all and any other intellectual property rights;
  1. “Merchant” means a person who directly enters into an agreement with Chapa and uses the Chapa’s payment gateway service in the conduct of its business of selling goods or providing services to the Public;
  • “Payment Gateway” means a technology infrastructure that provides electronic services to route and facilitate processing of online card and non-card transactions and authorizes payments for merchants in E-commerce transaction, without any involvement in the actual handling of funds;
  • “Payment Method” means a method of enabling the Merchant to accept payments by customer through cards, Digital Banking Services, mobile banking services, online and offline bank transfers;
  • “Payment Scheme” means a card and non-card payment network in which a financial institution and any other person becomes a member;
  • “Payment Scheme Rules” means individually and collectively, any and all applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended and restated from time to time;
  1. “Pricing Schedule” means a list of fees attached to this agreement that is accepted by the Merchant to be paid to Chapa for the services to be provided in accordance with this agreement;
  • “Receiving Party” means any person receiving Confidential Information from a disclosing party;
  • “Refund” means a return of an amount to a Customer or the reversal of any other payment pursuant to a request or instruction from the Merchant to Chapa;
  • “Regulatory Authority” means any regulator or other public body having supervisory or regulatory authority over Chapa or the Merchant;
  • “Services” means payment gateway and aggregation services to be provided by Chapa for the payment to be made from customer to the Merchant;
  • “Territory” means the Federal Democratic Republic of Ethiopia;
  • “Transaction Request” means a request made to Chapa by the Merchant to process the payment request and/or consent of the customer to his/her payment service provider to make payment to Chapa on behalf of the Merchant for the goods and/or services purchased by the customer;
  • “3D-Secure” means the backup two (2) levels of security which must include delivery of a dynamic code in a card transaction;
  • Masculine and Feminine: where the context so requires, words importing the masculine gender shall also include the feminine gender and vice versa;
  • Headings: article titles are inserted for convenience of reference only and shall not affect the meaning and interpretation of this agreement, and
  • Singular and Plural: all references to the singular shall include the plural and vice versa where required by the context.

Article 2

Objective of the Contract

The major objective of these terms and conditions document is to properly identify and outline the respective roles and responsibilities of contracting parties on the provision of the Payment gateway services of Chapa.

Article 3

Scope of Contract

This Merchant Service Agreement applies to the payment gateway and payment aggregation services the merchant receives from Chapa and this agreement shall regulate the provision of all the services to the Merchant by Chapa and shall apply to all transactions involving payment by the Merchant’s customers in which the payment gateway service is used.

 

Article 4

The Payment Gateway Services

 

  1. This agreement is a legally valid and binding agreement between the Merchant and Chapa in the use of the Payment Gateway and Aggregation Services.
  2. The merchant agrees to submit a merchant application form correctly and completely filled in together with supporting documents required by Chapa on the date hereof for Chapa’s consideration.
  3. The Merchant shall be entitled to use the Services for receiving the payments for goods and/or services only upon obtaining the Chapa’s permission.
  4. The merchant may not access or use any of Chapa’s service unless he agrees to abide by all the terms and conditions of this agreement.
  5. Chapa hereby grants the Merchant the non-exclusive right to channel its customers through the Payment Gateway.
  6. After getting proper authorization from the merchant, as part of the payment aggregation service, Chapa will receive different payments from customers on behalf of the Merchant and after aggregating different payments made by customers Chapa will disburse/credit the amount due to the merchant on regular basis.   

Article 5

Chapa’s Obligations

Chapa hereby agrees and undertakes that it shall:

  1. own, operate and utilize the payment gateway services;
  2. undertake payment aggregation service on behalf of the merchant;
  1. onboard the Merchant on Chapa Payment Gateway;
  2. provide technology support to the Merchant on a discretionary basis;
  3. work with the Merchant to provide fraud protection and compliance support to the Merchant subject to the Merchant’s acceptance of the Chapa Terms and Conditions;
  4. evaluate the Merchant web portal, web or mobile application and control environment against security, integrity and efficiency;
  5. receive different payments from acquiring bank on behalf of the merchant and disburse the money collected on up on the merchant request to the merchant account;
  6. provide post-implementation support to the Merchant and its customers;
  1. use its best endeavors to provide to the Merchant the service for which the Merchant enrolls and pays the applicable fees;
  1. work with Acquiring Bank to ensure that settlements of all monies collected is handled in a timely manner in accordance with applicable laws and Payment Scheme Rules;
  2. grant to the Merchant and the Merchant hereby accepts from Chapa limited, non-exclusive, non-transferable license and right to the Chapa API and accompanying integration technical specification in respect of this Agreement subject to the Merchant’s acceptance of Chapa’s Terms and Conditions;
  3. work with the Merchant to provide the requisite integration technical specification and APIs in respect of the Payment Gateway subject to the Merchant’s acceptance of Chapa Terms and Conditions;
  4. handle settlement of all monies collected to Merchant’s bank account in Merchant’s preferred bank;
  5. ensure the security and confidentiality of customer payment and transaction information;
  6. discontinue the service on grounds of fraud or security breach identified on merchant’s website, mobile application or e-commerce’s platform;
  7. ensure that customer payment and account data is not stored in a merchant’s website or e-commerce’s platform;
  8. provide training on the use and operation of the hardware and/or software for the service to the Merchant’s personnel on such terms as the parties shall agree;
  9. comply with scheme rules as defined by the various scheme owner

Article 6

Merchant’s obligation

The Merchant agrees and undertakes throughout the term of
this Agreement that the Merchant shall:

  1. not require Customers to pay any part of the service fee (any other fee) which the Merchant may be liable to pay Chapa hereunder whether through an increase in price or otherwise or to pay any contemporaneous finance charge in connection with a transaction;
  2. the Merchant agrees to obtain Chapa’s prior approval for any advertising using the Qualified Cards;
  3. not alter, copy, modify or tamper with any hardware or software by Chapa;
  4. the Merchant has a duty to deliver information of goods and/or services according to form and method as stipulated by Chapa immediately when customers make an order of goods and/or services;
  5. the Merchant has a duty to issue receipts/tax invoices or any evidence of receipt to customers and/or clients as prescribed by law;
  6. If the Merchant intends to modify its payment type and/or amend the method or conditions for selling of goods, engaging of services or performing of works, affecting to the Chapa’s performance of the Services hereunder, the Merchant agrees to notify Chapa such in writing 7 days in advance. In this case, the Chapa reserves the right to charge an additional fee as proper and both parties shall agree and make it in writing and such document shall be deemed an integral part of this Agreement;
  7. The Merchant acknowledges and agrees that in case any damages or errors occur from the Chapa’s performance of Services according to information as delivered by the Merchant, the Merchant and customers shall not claim any damages against Chapa and/or shall be solely responsible for such damages or errors with its customers;
  8. to offer the Chapa infrastructure as method to route supported cards, payment methods & tokens originated transactions through the provided APIs in supported countries as mutually agreed upon;
  9. to work with Chapa to implement the 3D-Secure on its site to certify Customer transactions;
  10. to respond to all fraud enquiries not later than 12 hours Business Day of receipt of such enquiry;
  11. to respond to all Chargebacks enquiries with sufficient proof and evidence of value/service delivery within 2 business day of receipt of such enquiry;
  12. that for any undisputed Chargebacks, the Merchant will be liable and would have to provide an equivalent sum for Chargebacks or authorize Chapa to make the payment on their behalf;
  13. that for all disputed Chargebacks for which 3D-Secure was used, the Chargebacks shall be subject to arbitration with the Payment Scheme;
  14. to promptly notify Chapa of any security breach, misuse, irregularity, suspected fraudulent transaction or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of Merchant’s site and the corrective action the Merchant has taken;
  15. not alter, copy, modify or tamper with any hardware or software provided by Chapa; to ensure adequate fraud protection and compliance to regulatory and Payment Scheme rules and requirements;
  16. To notify Chapa of any change in the Merchant’s registered office address, Merchant’s activities and/or line of 1 business day prior to such change;
  1. to provide a full scope of future plans and use cases of the provided Chapa APIs;
  2. to put in place appropriate security measures to monitor, control and prevent fraud on Merchant website;
  3. be fully responsible for its employees’ actions and inactions that resulted damage on third parties and Chapa;
  4. to ensure that at all times, the following information is displayed on its website, including but not limited;
    1. Return, Refund and cancellation Policy
    2. Description of the service (s) being offered for sale
    3. Delivery policy for the service(s) offered for sale
    4. Commitment to process orders promptly (stating in clear terms delivery timelines where applicable)
    5. An undertaking to ensure the security of Cardholders’ information and not to violate the privacy of Cardholders who transact on its site.
    6. Phone number(s) and e-mail address (es) for customer service contact.
    7. An undertaking to respond to all customer enquiries/issues within one (1) Business Day;
  1. Promote Chapa’s services using different social media’s outlets including but not limited to Facebook, LinkedIn, Twitter, and Instagram without compromising Chapa’s brand quality and reputation.
  2. to utilize the integration specification document and APIs in respect of the Payment Gateway provided by Chapa in the prescribed manner;
  1. fully comply with all applicable payment scheme rules and government regulations in relations to the transaction entered herein;
  2. ensure that the provided APIs will be used across all of its applicable digital Merchant assets in the prescribed manner;
  3. to carry out an end-to-end UAT in the live environment with selected internal users only within the Merchant’s organization and not the general public to certify;
  4. to provide immediate notice of (i) any unauthorized third-party use of the Services or any third party that may have access to cardholder data; and/or (ii) any event which might lead to such unauthorized use;
  5. to immediately notify Chapa of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause loss or damage to Chapa (including but not limited to any material change in the nature or extent of the Merchant's business);
  6. The Merchant shall comply with any additional security, authentication, risk control or other requirements imposed by Chapa or a Payment Scheme, including but not limited to where that Merchant is, in the opinion of Chapa and / or the Payment Scheme, engaged in high-risk activities;
  7. To comply with Applicable law and any relevant Payment Scheme Rules to which the Merchant is subject, the Merchant shall not act in contravention of or cause Chapa to act in contravention of any Payment Scheme Rules to which Chapa is subject.
  8. Where required, comply with all security or encryption standards, rules and procedures imposed by Chapa;
  9. Not sell, assign, license, transfer or permit the use of the Chapa software or hardware by any party without the written permission of Chapa;
  10. Prior to providing the services, open and maintain at all times during the term of this agreement, an account in its name with one of the local banks which shall be designated for purposes of clearing and settling transactions handled by the Merchant.

Article 7

Services

7.1. Service

  • The acquiring bank/financial institution/ will authorize and route accepted cards through its payment gateway service and allow payments to be made using other different digital banking products and services.
  • The acquiring bank will gather all payments and credit the operating account of Chapa with the amount collected as a payment for goods and/or services on behalf of the Merchant. Chapa, after deducting of the payment gateway service fee and any other expenses, will remit the remaining amount to the Merchants agreement on regular basis.
  • In addition to serving as acquiring banks on behalf of the merchant, local financial institutions (mainly banks) will act as a settlement and clearing agent for international business dealing.
  • Chapa will establish contractual relationship with acquiring banks and other financial institutions to facilitate the payment gateway
  • CHAPA mainly provides the following services, i.e., merchant on boarding, APIs integration and merchant aggregation for Ethiopian businesses
  • Following the instruction to be given by the Merchant, Chapa will make the payout for the end-user of businesses on behalf of the Merchant using the payment services provided by licensed Financial Institutions. In this regard, the merchant will only be responsible for all payout requests coming to Chapa, and Chapa is not responsible or accountable for any of the settlements and payouts that have already been made in accordance with the Merchant’s instruction. 

 

7.2. Service Fee Payment

  • Chapa is entitled to the service fee (payment gateway service fee) for the performance of its obligations according to the rate and payment method specified under the attachments of the agreement.
  • During the term of this contract, Chapa reserve the right to amend and revise the rate of service fee by giving at least 1 business day advance notice to the Merchant and such notice shall be deemed an integral part of this agreement.
  • The Merchant agrees that Chapa is entitled to immediately set-off the amount of payments for goods and/or services to be transferred to the Merchant by Chapa with the amount of service fee including expenses or any other fees that the Merchant is required to pay or reimburse to the Chapa hereunder prior to transferring such amount to the Merchant.

Article 8

Chargebacks and Refunds

  1. The Merchant acknowledges and agrees that in certain circumstances the Issuing Bank, Payment Scheme or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks.
  2. The Merchant agrees that where applicable, the Merchant must respond to Cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules.
  3. The Merchant agrees that Chapa shall have the right to send non-settled transactions received from the Merchant Customers to the Issuing Bank/authorities concerned for the purpose of checking and in case of objection and/or opposition on the executed transactions by the Issuing Bank or the authorities concerned for any reason, Chapa shall not be bound to pay the Merchant the transaction amount during the Chargeback period.
  4. All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction.
  5. Where Chargebacks occur, Chapa shall immediately be entitled to debit the Merchant’s position and/or make a deduction from any amount due to the Merchant to recover:
  6. the full amount of the relevant Chargeback; and
  7. any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs").
  8. A Chargeback represents an immediate liability to the Merchant and where the full amount of any Chargebacks and/or any Chargeback Costs is not debited by Chapa from the Merchant account or deducted from any remittance or invoiced as referred to in the previous clause, then Chapa shall be entitled to otherwise recover from the Merchant by any means, the full amount of such Chargeback or Chargeback Costs (or the balance thereof, as the case may be).
  9. Chapa shall not be obliged to investigate the validity of any Chargeback by any Issuing Bank, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargebacks.
  10. As Chargebacks may arise a considerable period after the date of the relevant transaction, Chapa shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks, even after the termination of this contractual relationship.
  11. Chapa shall ensure that the Merchant agrees and confirms that it shall remain solely liable after the termination of the Agreement for all Chargebacks, Refunds, penalties, loss, damages or cost incurred by Chapa, Acquiring Bank, and/or Customers and for all claims and proceedings arising against Chapa with respect to the Agreement.

Article 9

Data Security

Each Party is responsible for ensuring data security on their platform/website and for all data and Confidential information acquired pursuant to this Agreement. Each Party shall be and remain compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable to that Party and prior to such Party accessing any payment cardholder data or credit card information; as such requirements may be amended from time to time.

Article 10

Warranty

  1. Each party represents and warrants to the other that
  2. it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein;
  3. no authorisation or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement,
  4. this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms,
  5. the party's obligations under this Agreement do not violate any law, policy or regulation or breach any other agreement to which such party is bound; and
  6. it has all right, title or interest, or valid license to use its respective Marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.

 

  1. Merchant’s Warranties:
  2. The Merchant warrants that it has never had an agreement with a payment scheme provider which was terminated upon request by any regulatory authority.
  3. The Merchant warrants that it shall not submit any transaction that the Merchant knows is illegal, fraudulent or restricted for authorization, or not authorized by the cardholder.
  4. The Merchant warrants that it shall fully cooperate where any forensic investigation is being conducted on the Merchant until such time the investigation is completed. The Merchant warrants it will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law and Payment Scheme Rules. In particular, the Merchant will not use the Services in a manner that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations.
  5. The Parties warrant that in the case of any third-party software used in respect of this Agreement, that they have the required license and the right to grant a sub-license to use such third-party software.
  1. Each Party warrants to the other that this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms and obligations therein and no provision of this Agreement is in conflict with any of the Party’s obligations under its constitutional documents, Applicable Law or any other document, charter or agreement to which the Party is subject,
  2. The Parties shall keep each other indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
  3. Chapa Warranties: Chapa neither warrants that the use of the Payment Gateway or the operation thereof will be uninterrupted nor error free, however, Chapa warrants that it shall use its best endeavors to ensure that the Payment Gateway functions optimally at all times and within generally accepted industry standards during the term of this Agreement.
  1. Except as provided in this agreement, Chapa makes no express or implied representations or warranties with respect to the Payment Gateway and related services or their condition, merchantability, fitness for any particular purpose or use by the Merchant or the Merchant’s customers.
  1. Disclaimer. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

Article 11

Indemnity

  1. Either Party shall indemnify and hold the other Party, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur:
  2. With respect to any negligent act or omission by, or willful misconduct of, the Party’s employees or agents to the extent however that such negligent act can be situated in the normal course of employment or appointment;
  1. The violation of any applicable law, statute or regulation by the Parties or their personnel;
  2. In connection with any third party claims, actions, demands and/or losses to the extent that such losses result from any breach of this Agreement by such indemnifying Party.
  1. The Merchant shall indemnify and hold Chapa harmless from and against any damage, loss or liability that Chapa may incur as a result of:
  2. Merchant willfully or carelessly exposing the process/product/service to the general public during the process of carrying out tests in the controlled live environment as stated in this agreement.
  1. Negligent or willful misconduct of the Merchant and/or its employees, Affiliates, employees and agents.
  2. Any modification or amendment of the prescribed terms of use communicated by Chapa, that Chapa did not specifically approve in writing.
  3. Any warranty, condition, representation, indemnity or guarantee granted by the Merchant with respect to the Payment Gateway with respect to the limited warranties specified in this agreement.
  4. Any omission or inaccuracy in the Merchant’s advertisements or promotional materials that relate to the Payment Gateway.
  5. Any modification of or addition to the Payment Gateway not provided or approved by Chapa or;
  6. The Merchant’s failure to comply with the terms and conditions of this Agreement or any part thereof.
  7. This section will not be construed to limit or exclude any other claims or remedies to which Chapa may be entitled hereunder or in law or equity.

Article 12

Security Deposit

  1. Chapa reserves the right to require that the Merchant provides or procures the provision of security in such form as to be agreed by the Parties to secure the performance of the Merchant's actual, contingent or potential obligations under this Agreement or otherwise in connection with the Services. Such security may take the form of a deposit, a rolling reserve, a guarantee or indemnity. Chapa reserves the right to unilaterally call for an increase to the level of security held.
  2. Chapa may require that any security provided be supplemented or replaced at any time.

 

Article 13

Confidentiality

The parties understand that all documents, information or materials produced or acquired under this Agreement are confidential information and trade secrets. Neither party is entitled to disclose nor cause to be known by any way of such confidential information and trade secrets to any third party and agrees to properly keep them at any time either during and after the period hereof, except for the disclosure required by a court order or provisions of law.

Article 14

Intellectual Property

Chapa is an owner of all intellectual property right, whether in contents or wording, pictures, signs, logo, trade/ service marks, trade name as well as all design works, in all documents and websites of the Company. The Merchant must not exploit the intellectual property rights of Chapa or make any advertisement without receiving prior written consent from Chapa. The Merchant shall not perform or allow any third party to perform any action that might cause damage to the image, trademark, trade name or other intellectual property right of Chapa.

Article 15

Assignment and Sub-contract (Agency), Partnership

  1. The Merchant must not assign or transfer its rights, duties, benefits or claims, in whole or in part, to any third party without the written consent from Chapa. In event the Merchant receives such consent; the Merchant is till liable to Chapa under this agreement in all respects. Chapa is entitled to transfer its rights, duties, benefits or claims, in whole or in part, according to this agreement to any third party without consent from the Merchant.
  2. Chapa may appoint at any time, and without prior notice to the Merchant, an agent or subcontractor to perform any of its obligations under this agreement.
  3. Nothing in this agreement shall be construed as constitution of a partnership between the parties, except where expressly provided, nor shall it constitute, or deem to constitute, one party as the agent of any other party for any purpose.

Article 16

Tax

  1. The fees and charges payable by the Merchant under this agreement are exclusive of any taxes, duties, fees or government levies which may be imposed now or hereafter in respect of the transactions. Such taxes, duties, fees or governmental levies shall be for the Merchant’s account.
  2. It is the Merchant’s responsibility to determine what, if any, taxes apply to the sale of its products and services and/or the payments it receives in connection with its use of the services.

Article 17

Limitation of Liability

The liability of Chapa to the Merchant, whether in contract, negligence, and other tort, by way of indemnity or otherwise arising out of or in connection with this Agreement shall be subject to the financial limits set out below:

  1. In no event shall Chapa be liable to the Merchant in excess of any amount that has accrued to Chapa from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises;
  2. No liability shall be raised against Chapa more than 6 months after the accrual of the cause of such liability, therefore. It is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and Affiliates of Chapa;
  3. Chapa will not be liable for the actions or inactions of any third party not acting on the instructions of Chapa; neither will Chapa be liable for the actions or inactions not directly traceable to it.

Article 18

Amendment

Unless otherwise specified herein, any amendment, addition or alteration of the terms and conditions under this Agreement or Attachment shall be made in writing and executed by the duly authorized representatives of both parties.

Article 19

Disputes

  1. Chapa shall not be involved in any disputes that may arise between the Merchant and any of its Customers unless such dispute specifically relates to transaction settlement.
  2. In the event of a dispute between Parties with respect to any issue arising out of or relating to this Agreement in any manner, including but not limited to the breach thereof, resolution of which cannot be resolved amicably by the Parties through negotiation within 30 days shall be resolved by arbitration in accordance with applicable arbitration rules of Ethiopia.
  3. The arbitration venue shall be held in Addis Ababa, Ethiopia and conducted in the Amharic language.
  4. The decision of the arbitrator shall be final and binding on the Parties and Parties agree to be bound by it.

Article 20

Exclusion

The merchant acknowledges and agrees that in case the services hereunder have any error or delay or  have been temporally suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and/or force majeure or any causes beyond Chapa’s control, the Merchant shall not definitely raise such error to claim any damages against Chapa and shall notify Chapa immediately of such error. However, Chapa will use its best efforts to solve the problem hastily, and the Merchant agrees to fully assist and cooperate with Chapa to solve such problem.

Article 21

Force Majeure

The contracting parties shall not be held liable for non-performance or delay in the performance of this agreement that is caused by circumstances unforeseeable and absolutely beyond their control as defined under articles 1792-94 of the Ethiopian Civil Code 1960, which include but are not limited to unavoidable accident, system failure, power interruption, natural disaster, terrorism, or treats of terrorism, riot, war or other enactment that prevent them from operating normally. Neither party shall be deemed in default herein under, nor shall it hold the other party responsible. Provided that the party relying upon this Section shall give  the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided, however, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate the Agreement.

Article 22

Severability

If any provisions herein  are deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law or otherwise, it shall, to the extent required by such law and subject to the agreement of Chapa, be served from this agreement and rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of this agreement. 

Article 23

Notices

Any notice required or permitted by this Agreement to be given to either Party by the other shall be given by personal delivery to such Party or by registered or certified mail, electronic mail, postage prepaid, return receipt requested, and addressed to:

CHAPA FINANCIAL TECHNOLOGIES SHARE COMPANY

Address: Bole Sub City, Woreda 3, House No. 755/41B, Tel: +25160724272, Addis Ababa
Email: info@chapa.co  
Attention: Nael Hailemariam, CEO ­

­­­­­­­­­­­­­­­­­­­­­­­­­­­__________________________________________________________________________

Article 24

Terms and Termination

  1. This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue for a period of 1 year (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement. Upon expiry of the initial term, this Agreement shall automatically renew for successive 2 years periods until terminated in accordance with this Agreement.
  2. Notwithstanding the provision herein above any party may terminate this Agreement for convenience by giving a 30 days’ advance written notice to the other party before the expiry of the contract term.
  3. This Agreement shall be terminated and Chapa is entitled to cease the Services forthwith by closing the Merchant’s user account in any one of the following circumstances:
  4. the Merchant uses and/or declares false information;
  5. the Merchant is in breach of any provision of the Agreement, and does not remedy said breach within one (1) business day upon receipt of the relevant notice from Chapa;
  6. the Merchant commits or is involved in illegal act through the use of Chapa’s Services under this Agreement;
  7. there is a written order or a decision from a Regulator which directs or instructs that the Agreement is to be terminated;
  8. Chapa’s acquiring bank terminates or suspends its services provided to Chapa;
  9. Either party is adjudged bankrupt or dies or ceases to exist as a juristic entity or having any other legitimate ground which makes either party unable to comply with this Agreement, it shall be deemed that this Agreement is immediately terminated.
  10. Termination of this Agreement shall not prejudice nor affect the accrued rights or claims and liabilities of the parties under this Agreement.

Article 25

Governing Law

 

  1. This agreement shall be governed by and construed in all aspects in accordance with the laws of Ethiopia and the Parties hereto irrevocably submit to the exclusive jurisdiction of the courts of Ethiopia.
  2. The parties hereto undertake to comply with all laws and regulations as may be applicable to the performance if its obligations under this agreement.