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Paytree Terms of Service
Effective Date: January 31, 2020
Posted Date: January 2, 2020
We’ve included annotations in the boxes below to emphasize certain portions of our terms and help guide you as you read them. The annotations aren’t summaries, so please take the time to read everything!
This page describes the general terms that apply to your use of any of our services. By using our services, you agree to these terms on top of any other terms that apply to a specific service you are using (like Mzizzi, for example). If you use our services on behalf of your company, your company agrees to them too.
These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of Paytree’s services (“you,” “your”) and Paytree Group Limited (” Paytree,” “we,” “our” or “us”) and govern your use of Paytree’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms and that business accepts these terms. By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Notice (see Section 8) and terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21), which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). You should read all of our terms carefully.
1. Paytree Account Registration
Provide accurate personal information during registration and keep the information current. We can suspend or terminate your account if you provide incomplete or false information.
You are responsible for all activity on your account.
You must open an account with us (a “Paytree Account”) to use the Services. During registration, we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Paytree Account, including for any actions taken by persons to whom you have granted access to the Paytree Account. We reserve the right to change the account type, suspend or terminate the Paytree Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
2. Revisions, Disclosures and Notices
We can make updates to our terms of service at any time, and we’ll notify you of these updates as appropriate. By continuing to use our services after these updates, you agree to the revised terms.
You also agree to receive notices from us electronically.
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 20) that arose before the changes will be governed by the Terms in place when the Dispute arose.
You agree to Paytree’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your Paytree Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Paytree Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Paytree Support . If we are not able to support your request, you may need to terminate your Paytree Account.
If you want to use our services, you can’t do certain bad things. If we think you are doing these bad things, we have the right to share your information with law enforcement.
You may not, nor may you permit any third party, directly or indirectly, to:
1.conduct any business that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2.impersonate any person or entity, including, but not limited to, a representative of Paytree, Paytree employee, fellow user, or falsely utter or otherwise misrepresent your affiliation with a person or entity;
3.access or monitor any material or information on any Paytree system using any manual process or robot, spider, scraper, or other automated means;
4.except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, workaround, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
5.perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
6.copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Paytree;
7.use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
8.transfer any rights granted to you under these General Terms;
9.use the Services in a way that distracts or prevents you from obeying traffic or safety laws;
10.conduct any business whether solicited or unsolicited, relating to or remotely connected to SPAM, junk mail, pyramid schemes, pornography, gaming, gambling or any other form of solicitation;
11.conduct any business that intentionally or unintentionally violates any applicable local, or international law, including, but not limited to, laws and regulations promulgated by the Communications Commission of Kenya, the Central Bank of Kenya or any regulations having the force of law;
12.use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
13.use the Services for any illegal activity or goods or in any way that exposes you, other Paytree users, our partners, or Paytree to harm; or
14.otherwise use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your Paytree Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Paytree Account, and any of your transactions with law enforcement.
4. Compatible Mobile Devices and Third-Party Carriers
We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jailbroken.”
5. Your Content
You retain all rights to your content when you upload it into our services, but you do give us broad rights to use, modify, display your content in our services. You can see specifics on the rights you grant us below.
Also, anything you provide us or make available to the public through our services must not contain anything that we think is objectionable (e.g., illegal, obscene, hateful or harmful to you, our customers or us). We can remove any content at any time.
The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your Paytree Account or by terminating your Paytree Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.
You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offence or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Paytree’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Paytree, its affiliates or its customers to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Paytree may also monitor such Content to detect and prevent fraudulent activity or violations of Paytree’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
6. Intellectual Property Infringement
We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.
We take security incredibly seriously, but can’t guarantee that bad actors will not gain access to your personal information. You need to do your part by keeping your passwords safe, being smart about who has access to your account and which of your devices can access our services, and letting us know if you think an unauthorized person is using your account.
If there is ever a dispute about who owns your account, we are the decider.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Paytree Account or any other breach of security. Notwithstanding Sections 20 and 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Paytree Account subject to dispute) will be final and binding on all parties.
When you process information that identifies or is reasonably capable of identifying an individual to Paytree in connection with the Services (including information collected by Paytree on your behalf), you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information. You acknowledge that you have reviewed and consent to Paytree’s Privacy Notice , which explains our practices concerning any personal information you provide to us.
You consent to us sending messages to your email or mobile devices about your account or our services, which may include marketing. You can opt-out of communications in ways that are specific to that communication method, such as by unsubscribing from emails, or replying to text messages with ‘STOP’.
You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a Paytree account or update the contact information associated with your account. Such communications may include but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialling systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt-out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from Paytree by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.
10. Paid Services
Lots of what we offer is free, but we offer paid services too. We can collect payments for a paid service by either charging your linked debit/credit card or taking the payment from your transaction proceeds, Paytree-account balance, linked bank account or other linked payment methods as may be available to us.
We’ll give you 30 days advance notice if we change our subscription fees, and you can cancel your subscription at any time.
Paytree may offer Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as outlined in your Paytree Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).
Paid Service Fees may be paid by debit card, credit card, or deducted from your transaction proceeds. If you link a debit or credit card to your account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your Paytree Account or your linked bank account.
Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Paytree Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then-current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.
11. Modification and Termination
We can terminate or deny you access to our services at any time, for any reason. You can also choose to deactivate your account at any time.
We may terminate these General Terms or any Additional Terms, or suspend or terminate your Paytree Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Paytree Account. You may also terminate the General Terms and Additional Terms applicable to your Paytree Account by deactivating your Paytree Account at any time.
12. Effect of Termination
Once our relationship ends, we are not responsible for any losses you experience because of the termination of our services or for removing your data from our servers. Some terms of our agreement will still apply even after our relationship ends.
If these General Terms or your Paytree Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect per their terms upon termination: 5 (Your Content), 6 (Intellectual Property Infringement), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 28 (Other Provisions).
13. Your License
We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these General Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.
While we’re happy to let you use our services, you don’t have any ownership rights in them. We can act on any ideas you share with us about how we can improve our products and services free of charge.
We reserve all rights not expressly granted to you in these General Terms. We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.
For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) any actual or alleged breach of your representations, warranties, or obligations outlined in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Buyer regarding Paytree’s processing of your customer/Buyer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.
16. Representations and Warranties
Here’s the part where you promise that you are who you say you are and that you will obey the law and our terms
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all government, and local laws, rules, and regulations applicable to you and/or your business; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.
While we do our best to bring great products and services to our customers, we provide them as-is, without warranties. We are not responsible for any goods and services that you might buy or sell using Paytree’s services.
THE USE OF “PAYTREE” IN SECTIONS 17 AND 18 MEANS PAYTREE, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PAYTREE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
PAYTREE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Paytree does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. Paytree does not have control of, or liability for, goods or services that are paid for using the Services.
18. Limitations of Liability and Damages
As described below, if something bad happens because of your use of our services, our liability is capped.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAYTREE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, PAYTREE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL PAYTREE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PAYTREE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PAYTREE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PAYTREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
19. Third-Party Products
All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PAYTREE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
When you see the word “Dispute” in these terms, here’s what it means.
“Disputes” are defined as any claim, controversy, or dispute between you and Paytree, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
21. Binding Individual Arbitration
This section provides details about how we will resolve disputes through the arbitration process.
You and Paytree agree to arbitrate all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST PAYTREE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). If any dispute has arisen and the parties have not been able to settle the same, within thirty (30) days then, any party may elect to commence arbitration. Such arbitration shall be referred to arbitration by a single arbitrator to be appointed by agreement between the Parties or in default of such agreement within 14 days of the notification of a dispute, upon the application of either Party, by the Chairman for the time being of the Kenya Branch of the Chartered Institute of Arbitration. Such arbitration shall be conducted in Nairobi in accordance with the Rules of Arbitration of the said Institute and subject to and in accordance with the provisions of the Arbitration Act 1995. To the extent permissible by law, the determination of the Arbitrator shall be final, conclusive and binding upon the Parties hereto. Pending final settlement or determination of a dispute, the Parties shall continue to perform their subsisting obligations hereunder. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Paytree will reimburse the arbitration fees due to the Kenya Branch of the Chartered Institute of Arbitration for individual arbitrations brought in accordance with this section for all claims totalling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded unless the Arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Paytree also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be in accordance with Kenyan law.
22. Governing Law
The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the laws of Kenya.
23. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within six months after the cause of action accrues.
You may not transfer any rights you have under our terms of service to anyone else.
These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
25. Third-Party Services and Links to Other Websites
While you’re using our products and services, you may be offered services from third parties. We are not responsible for any issues you may have with them.
You may be offered services, products and promotions provided by third parties and not by Paytree Group Limited including, but not limited to, third-party developers who use Paytree’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Paytree. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Paytree. Such third-party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third-party website, including those that have a link in the Services, is subject to that website’s terms, rules and policies.
26. Third-Party Beneficiaries
No provision in these General Terms and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.
27. Personal Information
For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them as below.
a) For purposes of this Section 27, “Buyer Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by Paytree in connection with its Services to you. Buyer Personal Information does not include information Paytree receives about your customers (“Buyers”) for purposes of Paytree’s digital receipt, customer directory and email marketing tools (“Paytree Buyer Features”). It does include information that your Buyer has provided you through Paytree Appointments, Paytree Invoices, or to receive Loyalty-related or promotional text messages.
b) We may receive Personal Information from Buyers for the purpose of performing Services on your behalf as described in these General Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from (i) selling the Buyer Personal Information; (ii) retaining, using, or disclosing the Buyer Personal Information for any purpose other than providing to you the Services specified in these General Terms(s), and other applicable terms of Service referenced above. As part of, and for purposes of, facilitating the Services, Paytree may (i) de-identify or aggregate the Buyer Personal Information; and (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. You acknowledge and agree that Buyer Personal Information that you disclose to Paytree is provided to Paytree for the parties’ business purposes.
c) We reserve the right to delete Personal Information stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.
28. Other Provisions
These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Paytree regarding the Services. In the event of a conflict between these General Terms and any other Paytree agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
In this Agreement (including the recitals), unless the context otherwise requires:
1. Words denoting the singular shall include the plural and vice versa and reference to the masculine gender shall include a reference to the feminine gender and neuter and vice versa;
2. References to clauses are references to the clauses of this Agreement;
3. References to “Parties” shall mean the parties to this Agreement being Paytree and the Client and to “Party” shall mean either of them as the context may indicate;
4. The expression “person” includes a natural person, body corporate, unincorporated venture, trust, joint venture, association, statutory corporation, state, state agency, governmental authority or firm; and
5. Headings to clauses are used for convenience only and shall not affect the construction and interpretation of this Agreement.
Privacy Notice for Users Who Apply or Sign Up for a Paytree Account or Other Services
Effective Date: January 31, 2020
Posted Date: January 2, 2020
We’ve included annotations in the boxes below to emphasize certain portions of our notice and help guide you as you read them. The annotations aren’t summaries, so please take the time to read everything!
By using our services, you consent to these data practices. If you use our services on behalf of your company, that company consents too.
This Privacy Notice describes how Paytree Group Limited and our affiliates (collectively, “Paytree,” “we,” and “us”) collect, use, disclose, transfer, store, retain or otherwise process your information when you (whether you are a person acting as a sole proprietor or on behalf of another business entity) apply or sign up for a Paytree account and other services (including, but not limited to, Mzizzi) through Paytree’s website or applications (collectively, “Services”).
This Privacy Notice applies to information collected in connection with your access to and use of our Services. Please read this Privacy Notice carefully. By continuing to interact with our Services, you are consenting to the practices described in this Privacy Notice.
Our Privacy Notice explains:
INFORMATION WE COLLECT ABOUT YOU
We use your data to make Paytree’s products and services work better for you and others. This describes what data we get about you (which can vary depending on where you live).
Information You Provide
We use data you put into our systems when you open and use an account or other systems, like financial or tax information, information that identifies who you are, transaction information, and any other data you give us.
We collect information you provide when you:
We call this information Merchant Account Data.
Specifically, we collect (or have collected during at least the 12 months preceding the effective date of this Privacy Notice) the following categories of information:
Information We Collect From Your Use of the Services
We also get data from the devices you use when you interact with our systems, like your location or information about the device you’re using. We need this data to do things like help protect your account from hackers, combat fraud, check if payments are being made or received legally and by you, and making our products and services better for you and others.
Information We Collect From Other Sources
We also need to check that you are using our services legally, that you are eligible for the services you want to use, and we protect your data and our services from fraudsters who may put you and your money at risk. To do this, we may collect data about you from companies that help us verify your identity, do a credit check, prevent fraud or assess risk.
INFORMATION WE MAY COLLECT ABOUT YOUR CUSTOMERS
We also obtain information about your customers on your behalf when they transact with you. We call this information Your Customers’ Data. We collect Your Customers’ Data when they transact with you through your use of Paytree’s products, for instance when they make a payment at your establishment, or schedule an appointment, or receive an invoice from you. The particular Customer Data we collect will vary depending on how you use our products and services and which products and services you use. Your Customers’ Data may include:
Information Your Customers May Provide Paytree
Privacy laws that apply in certain places treat “businesses” and “service providers” differently. Under those laws, a business is the company that decides why and how to process personal information. A service provider processes personal information on behalf of a business to provide services. When Paytree processes Your Customers’ Data, we generally act as your service provider. In select cases, however, we may act as a business when we process Your Customers’ Data. For example, we act as a business when we use Your Customers’ Data to send Your Customers digital receipts directly from Paytree, or when we allow you to use Customer Directory or Paytree Marketing to contact your buyer using a masked email address (for example, firstname.lastname@example.org) that gets routed to them via Paytree. Your Customers can visit the Privacy Notice for Paytree Buyer Features for more information on how Paytree processes their data when it is acting as a business, and the Privacy Notice for non-account holders for more information on how Paytree processes their data as your service provider.
SOURCES OF INFORMATION WE COLLECT ABOUT YOU
We collect your information from you and the other sources listed below.
We collect (or have collected during at least the 12 months preceding the effective date of this Privacy Notice) information about you from the following categories of sources:
HOW WE USE YOUR INFORMATION
We use your data to do things like make sure the products you are using work, help you log in to your account, verify who you are, secure your data, fight fraud, follow the law, enforce our agreements, figure out what new products we can build, and market products to you that we think could make it easier for you to run your business.
We may collect, use and share (or have collected, used or shared during at least the 12 months preceding the effective date of this Privacy Notice), information about you for the following reasons:
Performing, Improving and Developing our Services
Communicating with You About our Services
Protecting our Services and Maintaining a Trusted Environment
Advertising and Marketing
If we send you marketing emails, each email will have instructions on how you can “opt-out” of getting future marketing from us.
WHEN AND WITH WHOM WE SHARE YOUR INFORMATION
We share your information with others in the circumstances described in this section. For example, with other people with whom you interact when you use our services; within our family of companies (like Mzizzi), who may offer services that we think could be useful to you; with service providers who help us run our services; with ad platforms that help us market and advertise our services to you; or if we need to share your information to comply with the law.
We may share the personal information described in the “Information We Collect About You” section with the following categories of service providers and third parties:
With other users of our Services with Whom You Interact
With our Affiliates and Group Companies
With our Service Providers
Business Transfers and Corporate Changes
Safety and Compliance with Law
With Your Consent
Aggregated and Anonymized Information
COOKIES AND OTHER SIMILAR TECHNOLOGIES
Digital cookies and similar technologies help us make our services better to use by doing things like recognizing when you’ve signed in, analyzing how you use our services so we can make them more useful to you, giving you a more personalized experience, and making our ads to you work better.
When you interact with our online services or open emails, we send you, we obtain certain information using automated technologies, such as cookies, web server logs, web beacons and other technologies. A “cookie” is a text file that websites send to a visitor’s computer or other internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. A “web beacon,” also known as an Internet tag, pixel tag, or clear GIF, is a tiny graphic image that may be used in our websites or emails.
We use these automated technologies to collect your device information, internet activity information, and inferences as described above. These technologies help us to:
We set some of these automated technologies ourselves, but others are set by third parties who deliver services on our behalf. For example, we may use other companies’ web analytics services (described in the “Third-Party Analytics Services” section), which use automated technologies to help us evaluate how customers use our websites.
Your browser can alert you when cookies are placed on your device, and how you can stop or disable them via your browser settings. Please note, however, that without cookies all of the features of our online services may not work properly. If you use a mobile device, you can manage how your device and browser share certain device data by changing the privacy and security settings on your mobile device. You can learn more about cookies and how to manage your preferences by visiting http://www.allaboutcookies.org.
THIRD-PARTY ANALYTICS SERVICES
We use other companies as service providers to help us analyze our site, track metrics, and advertise to you. These service providers generally promised us under contract to keep data private but have their privacy policies that you should be aware of.
We may use third-party analytics service providers to help us with our online services, such as Google Analytics, Facebook, BugSnag and Crashlytics. The analytics providers that administer these services use technologies such as cookies, web beacons, and web server logs to help us analyze how you use our online services. We may disclose your site-use information (including IP address) to these analytics providers, and other service providers who use the information to help us figure out how you and others use our online services.
ONLINE TRACKING AND INTEREST-BASED ADVERTISING
The service providers we use to advertise to you, and we may collect information about your activities on Paytree. We use this information to advertise to you and to tailor our products and services to your interests. You may see certain ads on other websites because we use third-party services to advertise our services to you. We use these services to target our ads to you and others based on your demographics, interests, and context. These third-party ad services track your online activities over time and across multiple websites by collecting your information through automated technologies, including third-party cookies, web server logs, and web beacons. The ad services use this information to show you Paytree ads that may be tailored to your interests. The information our ad services may collect on our behalf includes data about your visits to websites that serve Paytree ads, such as the pages or ads you view and the actions you take on those websites. This data collection takes place both on our online services, and on third-party websites that serve our ads to you. This process also helps us figure out if our ads to you are effective.
Certain web browsers allow you to instruct your browser to respond to Do Not Track (“DNT”) signals to website you visit, informing those sites that you do not want your online activities to be tracked. At this time, our websites are not designed to respond to DNT signals or similar mechanisms from browsers.
HOW LONG WE KEEP YOUR INFORMATION
We keep your information as long as you keep using our products and services. After that, we keep it for as long as we need it to do things like fight fraud, collect fees you owe, resolve disputes with (or involving) you, follow the law, enforce our agreements and defend our rights in court.
We generally keep your information as long as reasonably necessary to provide you the Services or to comply with applicable law. However, even after you deactivate your account, we can retain copies of information about you and any transactions or Services in which you may have participated for a period that is consistent with applicable law, applicable statute of limitations or as we believe is reasonably necessary to comply with applicable law, regulation, legal process, or governmental request, to detect or prevent fraud, to collect fees owed, to resolve disputes, to address problems with our Services, to assist with investigations, to enforce our General Terms or other applicable agreements or policies, or to take any other actions consistent with applicable law.
You can see, change or fix information you gave us, ask us to deactivate your account, control your location information, or tell us to stop marketing to you by opting out.
You may access, change, or correct information that you have provided by logging into your Paytree account at any time or by requesting us using the contact details below. We will need to verify your identity before granting access or otherwise changing or correcting your information.
Deactivating Your Account
If you wish to deactivate your account, you can do so by logging into your Paytree account or by emailing us using the contact details provided below.
To provide certain Services, we may request access to location information, including precise geolocation information collected from your device. If you do not consent to the collection of this information, certain Services will not function properly and you will not be able to use those Services. You can stop our collection of location information at any time by changing the preferences on your mobile device. If you do so, some of our mobile applications will no longer function. You also may stop our collection of location information via mobile application by following the standard uninstall process to remove all Paytree mobile applications from your device.
You can opt-out of receiving promotional messages from Paytree by following the instructions in those messages, by informing the caller that you would not like to receive future promotional calls, or by changing your notification settings by logging into your Paytree account. You may only opt-out of text messages from Paytree by replying STOP. Opting out of receiving communications may impact your use of the Services. If you decide to opt-out, we may still send you non-promotional communications, such as digital receipts and messages about your account or our ongoing business relations.
ONLINE BEHAVIORAL OR INTEREST-BASED ADVERTISING
Third-Party Online Behavioral or Interest-Based Advertising Services on Websites (including Mobile Websites)
Some of the advertising platforms that we use to collect information from or about you to provide more relevant advertising to you on websites participate in the DAA Self-Regulatory Program for Online Behavioral Advertising. This program offers a centralized location where users can make choices about the use of their information for online behavioral advertising. To make choices about the use of your information for online behavioral advertising on websites, please visit the Digital Advertising Alliance Webchoices tool. If you opt-out of online behavioral advertising using this method, this opt-out will only apply to the specific browser or device from which you opt-out.
Some of the advertisers, advertising technology companies, and service providers that perform advertising-related services for us may be members of the Network Advertising Initiative (NAI), a cooperative of online marketing companies that offers a centralized tool for opting out of interest-based advertising delivered to each of its member companies. If you would like to opt-out of the NAI’s members’ use of information from or about you on websites, please visit the NAI’s opt-out of interest-based advertising page. If you opt-out of interest-based advertising using this method, this opt-out will only apply to the specific browser or device from which you opt-out.
Third-Party Online Behavioral or Interest-Based Advertising Services Within Mobile Applications
Some of the advertising platforms that we use to collect information from or about you to provide our advertising to you within mobile applications participate in the DAA Self-Regulatory Program for Online Behavioral Advertising. This program offers a mobile application called the “AppChoices,” which provides a centralized location where you can make choices about the use of your information for online behavioral advertising within the mobile environment. The AppChoices application can be downloaded from your mobile device at www.aboutads.info/appchoices or from your device’s app store. If you opt-out of online behavioral advertising using this method, this opt-out will only apply to the specific browser or device from which you opt-out.
On your mobile device, you may also go to your device settings and select “Limit Ad Tracking” (for iOS devices), or “Opt-out of Interest-Based Ads” (for Android devices), which will allow you to limit our use of information collected from or about your mobile device (such as precise location data) to serve online behavioral advertising to you.
Children’s Personal Information
If you are a kid under 13, please don’t use our services. If we collect your data and later learn you are a kid under 13, we will delete it.
Our Services are general audience services not directed at children under the age of 13. If we learn that any information, we collect has been provided by a child under the age of 13, we will promptly delete that information.
We do a lot to keep your data safe. While we think we have strong defences in place, no one can ever guarantee that hackers won’t be able to break into our sites or steal your data while it is stored or flowing from you to us or vice versa.
We take reasonable measures, including administrative, technical, and physical safeguards, to protect your information from loss, theft, and misuse, and unauthorized access, disclosure, alteration, and destruction. Nevertheless, the internet is not a 100% secure environment, and we cannot guarantee absolute security of the transmission or storage of your information. We hold information about you both at our premises and with the assistance of third-party service providers.
For more information about our security practices, please visit https://paytreegroup.com/security
STORAGE AND PROCESSING
We operate in many countries, and we (or our service providers) may move your data and process it outside the country where you live.
We may, and we may use third-party service providers to, process and store your information in the United States, Canada, Japan, the European Union, and other countries.
CHANGES TO THIS PRIVACY NOTICE
We can change this privacy notice. When the changes impact your rights or how we use your data in important ways, we’ll tell you first by email (if you’ve given us your email address).
We may amend this Privacy Notice from time to time by posting a revised version and updating the “Effective Date” above. The revised version will be effective on the “Effective Date” listed. We will provide you with reasonable prior notice of material changes in how we use your information, including by email if you have provided one. If you disagree with these changes, you may cancel your account at any time. If you keep using our Services, you consent to any amendment of this Privacy Notice.
You can contact our privacy team with any questions or concerns at the address below.
Please contact our privacy team with any questions or concerns regarding this Privacy Notice:
Paytree Group Limited, Nairobi, 00100, 12210, Kenya.
If you have any questions or concerns regarding our privacy notice, or if you believe our privacy notice or applicable laws relating to the protection of your personal information have not been respected, you may file a complaint with our privacy team listed above. We will respond to let you know when you can expect a further response. We may request additional details from you regarding your concerns and may need to engage or consult with other parties to investigate and address your issue. We may keep records of your request and any resolution.
Paytree Payment Terms
To learn more about our privacy practices, please see our privacy notices.
Last updated: January 2, 2020
We’ve included annotations in the boxes below to emphasize certain portions of our terms and help guide you as you read them. The annotations aren’t summaries, so please take the time to read everything!
This page explains our terms for payment processing. By using the service you agree to these terms. If you use our services on behalf of your company, that company agrees to them too.
By using Paytree Group Limited (“Paytree,” “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the Payment Services on behalf of a business, that business accepts these terms and you represent to us that you have authority to bind that business or entity to these terms. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.
1. Our Role
Our service lets you take payments from your customers. We aren’t a bank, and to make it work we partner with payment providers, card brands and banks that help process card payments.
If you take a lot of payments, the card brands might require that you also enter into an agreement directly with them, called a “Commercial Entity Agreement”.
In order to serve in this role, we must enter into agreements with payment service providers, Networks, processors and acquiring banks. By accepting or otherwise agreeing to these Payment Terms, you agree to the terms and conditions of the applicable “Commercial Entity Agreement” effective as of the date you process such specified amounts or as otherwise required by Paytree’s acquiring banks.
2. Your Authorization for Settlement of Proceeds and for Paytree to Recover Funds
You authorize us to act as your agent for payment processing, which includes holding, receiving, and disbursing funds for you. You also authorize us to recover funds from you when needed.
In connection with the Payment Services, you authorize us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each transaction that you authorize, less any applicable Fees (as defined in Section 4) (“Proceeds”). Your authorizations will remain in full force and effect until the later of closure or termination of your Paytree Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback provisions (as defined in Section 17-20) or Reserve (as defined in Section 13) withheld or applied.
In addition, by using the Payment Services, you authorize us to recover funds from you in accordance with these Payment Terms, the General Terms and any other agreement you have with us (“Recovery Authorizations.”). Recovery Authorizations include your authorization of Paytree to debit, charge, setoff against and otherwise recover funds from any connected Paytree Account, any Balance (as defined in these Payment Terms) any Reserve (as defined in these Payment Terms), any payment instrument, linked bank, depository and other account registered in your Paytree Account.
Further, in the event that any attempt to recover funds from you should fail, Recovery Authorizations include your grant to Paytree of new, original authorizations to recover all or less than all of the amount you owe us and/or belong to us. Recovery Authorizations include all authorizations to take the above steps without prior notice to you and irrespective of (i) whether we have made demand under these Payment Terms, the General Terms or any other agreement you have with us; and (ii) whether the obligation is contingent, matured or unmatured. You agree that your grant of Recovery Authorizations to us has the same legal effect as if you had signed a paper containing the same terms.
3. Unsupported Industries
We can’t process payments for certain types of businesses or business activity, because of limitations from the card brands, our bank partners, or the law. A few types we won’t support for other business reasons.
You may not use the Payment Services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counselling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfilment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (9) unauthorized multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance or other financial merchandise or services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order of age restricted products (e.g., tobacco), (25) occult materials, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.
4. Our Fees
We charge our payment processing fee when we process a payment. We may need to change our fees from time to time, and we’ll let you know in advance when we do.
You agree to pay the applicable fees listed on our Fee Schedule or the fees as described in your Dashboard (“Fees”) or listed on the Paytree website as (“Pricing”) for use of the Payment Services. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 13) in your Paytree Account. You also grant us Recovery Authorizations; which we may utilize to recover fees you owe us. Subject to the General Terms and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All Balances and all Fees, charges, and payments collected or paid through the Payment Services are denominated in Kenya Shillings.
5. Processing Errors
When we learn about processing errors we’ll try and fix them. If you receive less funds than you’re supposed to, we’ll credit you. Likewise, if you receive more funds than you’re supposed to, we’ll recover the difference. If you incorrectly process a payment, you need to let us know within 30 days.
We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we will credit your Paytree Account for the difference. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds than you are entitled, Paytree may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
Payment Account Setup
6. Paytree Account Registration for Payment Services
You’ll need to open a Paytree Account to access your funds, using your real name or your business’s real name. You also need to be a legitimate and authorized business entity.
You must open a Paytree Account to access any Proceeds. You confirm that you are you are at least eighteen (18) years of age, or a business entity authorized to conduct business by the country in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a Paytree Account.
7. Underwriting and Identity Verification
We review your signup information to verify that you are you. Sometimes we need more information, and you authorize us to get that information from you or third parties. We may share your application with our payment provision partners, and they or Paytree may decide you can’t use our services.
Paytree will review the information you submit while signing up for the Payment Services. Paytree will ask for further (KYC) – know your customer details about your business, before you are approved to make a withdrawal from your Paytree account. You authorize Paytree to request identity verifying information about you, including a consumer report and credit report that contains your name and address. Paytree may periodically obtain additional reports to determine whether you continue to meet the requirements for a Paytree Account. You permit Paytree to share information about you and your application (including whether you are approved or declined), and your Paytree Account with your bank or other financial institution, or as otherwise specified in the Privacy Notice. Paytree or its processor and/or acquiring bank may conclude that you will not be permitted to use the Payment Services.
8. Requests for Additional Information and Inspection
We may ask you for more information about you or your business. If you refuse, we might need to shut down your Paytree Account.
Paytree may request additional information from you at any time. For example, Paytree may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. Paytree may also ask for permission to inspect your business location. If you refuse any of these requests, your Paytree Account may be suspended or terminated.
Use of Your Paytree Account for Payment Services
9. Access to Proceeds
You’ll need to add your bank or mobile account to your Paytree account so we know where to send your funds.
We will settle Proceeds to your verified bank account or other account you create on your Paytree account when you initiate a withdrawal request. You agree to indemnify Paytree from all liability in regards to loss of funds that you withdraw from your Paytree account; either through accidental access, settlement into wrong account created by you or unauthorized access to your Paytree account.
10. Availability of Proceeds
You may not have access to your funds if your Paytree Account is being investigated, you’re involved in a dispute, or for legal reasons.
We may defer pay-out or restrict access to your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer pay-out or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
11. Paytree Account History
Your Paytree account logs your transactions processed with Paytree. You are responsible for your own record-keeping, and if you think there’s an error or unauthorized activity, you should let us know immediately.
When a payment is made to your Paytree Account, we will update your Paytree Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Paytree Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Paytree Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your Paytree Account. If you believe that there is an error or unauthorized transaction activity is associated with your Paytree Account, you must contact us immediately.
12. Reserve for Holding Funds
If some aspect of your business is especially risky, we may need to withhold funds or require that you set aside funds in a reserve to protect against losses. You give us rights to draw from that reserve to collect amounts you owe us.
We may withhold funds by temporarily suspending or delaying pay-outs of Proceeds to you and/or designate an amount of funds that you must maintain in your Paytree Accounts or in a separate reserve account (a “Reserve”) to secure the performance of your obligations under any agreement between you and Paytree. The Reserve may also be used to satisfy Paytree’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to Paytree. The Reserve may be raised, reduced or removed at any time by Paytree, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Paytree’s favour, or otherwise as Paytree or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Paytree Accounts, including any funds (a) transferred by you, (b) due to you, or (c) available in your linked bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve or any bank account linked to any of your Paytree Accounts, without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
13. Paytree Account Balances
We safeguard merchant funds, including yours, in pooled bank accounts on your and other merchants’ behalf. You do not earn interest on funds we hold for you.
While you have funds in your Paytree Account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.
14. Our Set-off Rights; Security Interest
You grant us different types of recovery rights to help us recover funds that you owe us, and you breach these terms if you fail to repay in full.
You grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Payment Terms and any other agreement you have with us, all of your right, title, and interest in and to all of your accounts with us. You grant us Recovery Authorizations concerning funds you are obligated to repay us. You authorize us to administratively freeze or direct any third-party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.
15. Dormant Paytree Accounts
If funds sit untouched in your Paytree account for so long (years!) that the law considers them “unclaimed” or “abandoned”, we’ll notify you to retrieve them. If you don’t, we will keep them or send them to the appropriate governmental authority as legally required.
If you do not process payments through your Paytree Account for an extended period of time or have not linked a valid account, you may have a Balance that is deemed “unclaimed” or “abandoned” under the law. If this occurs, Paytree will provide you with notice as required by applicable law and instructions for how to transfer your Balance. If funds still remain in your Paytree Account, Paytree will escheat such funds as required by applicable law or, as permitted, to Paytree.
16. Your Liability for Chargebacks
Chargebacks happen when your customers or cardholders dispute transactions with your business. You are responsible for chargebacks to your account and for following our chargeback resolution processes.
There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your Paytree Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the General Terms or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
17. Our Collection Rights for Chargebacks
We can hold chargeback amounts in a separate account. If you have pending chargebacks, we may delay pay-outs to you. If you lose a chargeback, you agree to pay us the full amount plus any fees, and that we can debit your linked bank account to recover money you owe.
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor. If you have pending Chargebacks, we may delay pay-outs from your Paytree Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
18. Excessive Chargebacks
If you have - or if we think you are likely to have - too many chargebacks we may add restrictions to your account.
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your Paytree Account, including (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying pay-outs, or (d) terminating or suspending the Payment Services.
19. Contesting Chargebacks
Chargebacks are time sensitive and can involve many parties (you, your bank, your customer, their bank, card brands, etc.), so we need your help to contest chargebacks quickly and diligently. If a chargeback doesn’t end in your favour, we have the right to collect the chargeback amount and any related fees from your account.
You will assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any Content you upload through the Services to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release corresponding reserved funds to your Paytree Account. If a Chargeback dispute is not resolved in your favour by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
Compliance with Network Rules and Laws
20. Restricted Use
Don’t resell or repurpose our services, or use us to process cash advances.
You will not act as a payment facilitator or otherwise resell the Payment Services to any third party. You will not use the Payment Services to handle, process or transmit funds for any third party. You also may not use the Payment Services to process cash advances.
21. Unauthorized or Illegal Use
Don’t try to process illegal or unauthorized transactions. We might decline a transaction if we think it violates our terms or may harm you, your customers, or us. You agree we can share your information with law enforcement to protect ourselves or our partners.
You will only accept payment for transactions that are allowed by applicable law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with Paytree, or that it exposes you, your customers, other Paytree Sellers, our processors or Paytree to harm. Harm includes fraud and other criminal acts. If we suspect that your Paytree Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Paytree Account, and any of your transactions with law enforcement and, as deemed necessary by Paytree, our payment processing and financial institution partners.
22. Assignment of Receivables
With the exception of your participation in a merchant cash advance or other similar merchant financing programs, including Paytree boost, or as otherwise required by applicable law, you will not assign receivables or proceeds due to you under these terms to any third party.
23. Applicable Network Rules
You agree to follow merchant rules published by the card brands, like Visa, MasterCard and American Express: bank service payment providers and other payment service providers.
By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. Paytree may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between Paytree and the Network, the Network Rule shall apply.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Payment Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Paytree specifically disclaims any liability for Taxes.
25. Network Logos and Marks
Don’t abuse payment service providers, card brand logos and marks.
Your use of Network logos and marks (“Network Marks”) is governed by the Network Rules; you must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Network may prohibit you from using its Network Marks for any reason and at any time. Paytree may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Network Marks.
26. PCI Compliance
If you handle credit card information you need to comply with the card brand rules and data security standards for the payment card industry, called “PCI-DSS”. We may help you comply, but you also need to cooperate with us.
If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by Paytree or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.
27. Failure to Comply with Network Rules or Security Standards
Complying with payment provider and processor brand rules and PCI-DSS security standards helps us make sure your transactions are safe and secure. Keep your passwords safe, don’t give the wrong people access to your account, and don’t expose your customers’ information. If you fail to do so, you’re responsible for losses we suffer.
Notwithstanding Section 30 of these terms or Section 14 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any payment or Card information, may result in fines or other losses to Paytree. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.
Your Additional Obligations
28. Customer Service
Customer service for your business is your responsibility. We provide customer service to you for the payment services you use.
You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfilment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Paytree Account, payment, Card processing, debiting or crediting.
29. Refunds and Returns
Show your customers your return or cancellation policy when they make their purchase. When you give a refund, it has to include taxes too. You can process a refund at any time from the day you accepted the payment as long as you have ample funds in your Paytree account to cover the full refund including fees and charges owed to Paytree and its partners for the refund. If you give a refund but don’t have enough funds in your Paytree account, we can recover the difference from you.
By accepting Card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Paytree Account in accordance with these Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for delivery fee that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. If you use Mzizzi, you may not be able to process a partial refund. If your available Paytree Balance is insufficient to cover the refund, we may exercise any of our rights set forth in Section 2, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Paytree Account or any connected Paytree Account, including any Reserve, and crediting it back into your customer’s Card. The Fees are also refunded by Paytree, so the full purchase amount is always returned to your customer. Paytree has no obligation to accept any returns of any of your goods or services on your behalf.
30. Additional Indemnity
If you do something using our payment services that leads to us, or our processors, getting sued, fined, or investigated, you agree to cover us.
In addition to Section 14 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
31. Additional Representations, Warranties, and Covenants
You agree that all transactions you process through Paytree are real sales and don’t break any laws. If your customer has a dispute with the sale, you will work directly with the customer to resolve the dispute.
In addition to Section 16 of the General Terms, with each transaction you process through the Payment Services, you represent, warrant and covenant to us that: (a) the transaction represents a bona fide sale; (b) the transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfil all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the transaction comply with all government, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity.
Termination of Payment Services
We can terminate or refuse your access to the service at any time, for any reason.
Paytree may Terminate your use of the Payment Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service. If your access to Payment Services has been terminated, you may still be permitted to use Paytree’s other products, subject to our discretion.
33. Payment Services Upon Closure of Your Paytree Account
Unless there’s an ongoing investigation, if your Paytree account is closed, we’ll cancel pending transactions.
Closure of your Paytree Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your Paytree Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.
Some terms of our agreement (listed below) will still apply even after our relationship ends.
The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 12 of the General Terms: 5 (Processing Errors), 7 (Underwriting and Identity Verification), 9 (Access to Proceeds), 10 (Amounts Owed to Paytree; Reversals), 9 (Payout Schedule), 10 (Availability of Proceeds), 11 (Paytree Account History), 12 (Reserve for Holding Funds), 13 (Paytree Account Balances), 14 (Our Set-off Rights; Security Interest), 15 (Dormant Paytree Accounts), 16 (Your Liability for Chargebacks), 17 (Our Collection Rights for Chargebacks), 18 (Excessive Chargebacks), 19 (Contesting Chargebacks), 24 (Taxes), and 28 (Customer Service).
Paytree Mzizzi Terms of Service
Effective Date: January 31, 2020
Posted Date: January 2, 2020
This page describes the general terms that apply to your use of Mzizzi. By using our services, you agree to these terms on top of any other terms that apply to a specific service you are using (like Mzizzi, for example). If you use our services on behalf of your company, your company agrees to them too.
These Merchant Terms of Service (“Terms”) are a legal agreement between you, as a current or prospective customer of Paytree’s services (“you,” “Merchant,” “your”) and Paytree Group Limited (” Paytree,” “we,” “Mzizzi,” “our” or “us”) and govern your use of Paytree’s services, including Mzizzi, ecommerce service, delivery service, mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms and that business accepts these terms. By using any of the Services, you agree to these Terms in addition to the Paytree Terms of Service, Paytree eCommerce Terms of Service, Paytree E-Sign Consent, Paytree Payment Terms, and any policies referenced within including our Merchant Policies and Service levels and terms that limit our liability and require individual arbitration for any potential legal dispute, which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use, such as those listed on the Paytree website https://paytreegroup.com, which become part of your agreement with us (collectively, the “Terms”). You should read all of our terms carefully.
Core Service Pack
1. This Core Service Pack sets out the terms on which the Core Services (defined below) will be performed by Mzizzi for Merchants signing up to the Core Service Pack.
2. In the event of, and only to the extent of, any inconsistency between this Core Service Pack and the Terms, the provisions of the Terms shall prevail (except to the extent expressly set out otherwise in this Core Service Pack).
2. Service description
1. Mzizzi shall provide to the Merchant the following services in relation to each of the Sites:
1. An ecommerce website on the Mzizzi platform;
2. facilitation of a real-time ordering process which will enable Customers to place Orders via the merchant website;
3. facilitation of payments via the merchant Mzizzi website;
4. the Delivery Services; and
5. the Customer Support Services,
(the “Core Services”).
3. Appointment as agent
1. The Merchant appoints Paytree as its agent to solicit Orders in the Territory on the terms of the Agreement and Mzizzi accepts the appointment on those terms. Paytree is authorised by the Merchant to solicit, promote and conclude contracts for Orders in the name of and on behalf of the Merchant. Incomplete.
2. The Merchant appoints Paytree as its agent to collect Customer payments owed to the Merchant. Paytree shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Merchant. The Merchant acknowledges and represents that where a Customer pays any funds due to the Merchant to Mzizzi, Paytree shall receive such payment on the Merchant’s behalf and deposit said funds to the merchants Paytree wallet.
1. The Software shall at all times remain the property of Mzizzi. Mzizzi grants to the Merchant a non-exclusive licence to use the Software for matters appertaining to ecommerce. The Merchant shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, modify or make error corrections to the Software other than with Mzizzi’s express prior written consent.
2. What we will do
1. In addition to Mzizzi’s obligations set out at clause 3 of the Terms, Mzizzi shall use reasonable endeavours to:
1. subject to the payment by the Merchant of any specified the Set-Up Fee:
1. onboard the Merchant onto the Platform. The Merchant acknowledges and agrees that Mzizzi shall have the right to sub-contract any part of the onboarding process without the Merchant’s consent;
2. facilitate and implement a real-time ordering process which will enable Customers to place Orders on the merchant’s Mzizzi website;
3. provide the Customer Support Services through a professionally manned telephone call and online support centre which shall be operative during business hours. The Customer Support Services shall be provided in an orderly and efficient manner at no further cost to the Merchant;
4. provide the Delivery Services to the Merchant in relation to each Order; and
5. procure that Riders perform the Delivery Services in a professional manner and with reasonable care and skill.
2. What you will do (Merchant Policies)
1. In addition to the Merchant’s obligations set out in clause 4 of the Terms, the Merchant shall:
1. procure and maintain in force such permits, certificates,
registrations, licences and approvals and comply with all Applicable Law, regulations and
industry best practices as are applicable to the Merchant in carrying out its obligations in
connection with the Agreement;
2. pay to Mzizzi: (i) all required Fees and subscriptions; (ii) all commissions due to Paytree; and (ii) the Core Service Fees;
3. provide to Mzizzi all information, materials and assistance as is reasonably required by Mzizzi in order for Mzizzi to onboard the Merchant to the Platform, including logos, registration documents, product images;
1. accept and reject Orders (as appropriate and in accordance with the Merchant Service
2. ensure that Orders are packaged promptly and in accordance with the timescales communicated by the Merchant to the Customer in accordance with the Merchant Service Levels;
3. process and package Orders using reasonable skill, care and diligence and in accordance with best practice in the Merchant’s industry;
4. take into account any information relating to Customer delivery location submitted along with the Order;
5. ensure all Orders are packaged in such packaging as may be determined by the Merchant acting reasonably to avoid tampering, avoid breakage, to minimise spillage and package the Order at an acceptable condition to the customer;
6. ensure that the product images and descriptions:
1. correspond with the descriptions on the Platform (including indications of weight,
colour, size and all variables as to specifically identify an item);
2. are not harmful to health or the environment;
3. are not misleading and likely to cause confusion to the customer at the point of purchase;
4. are safely, securely and otherwise appropriately packaged at all times (including as reasonably required to withstand the delivery process, if applicable to the Core Services); and
2. ensure that each Order number on the Order packaging corresponds with the Order number
indicated on the merchant’s Mzizzi website before the Order is handed over to the relevant
3. provide each Customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the Customer so requests; and
4. provide prompt assistance to Mzizzi to enable Mzizzi to participate in and/or respond to any investigation, enquiry or information request relating to the items for sale or any other matter relating to the Merchant by any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body.
2. Mzizzi Service Levels
1. Mzizzi shall use reasonable endeavours to ensure: that the
purchased items are delivered within 4 hours of the Target Delivery Time for at least 70% of
all deliveries of Orders; and that the Platform shall be available to the Merchant and
2. Customers no less than 98% of the time (calculated over a period of one calendar month), except for any scheduled downtime which has been notified to the Merchant by Mzizzi in advance.
2. Merchant service levels
1. The Merchant shall use reasonable endeavours to:
1. reject less than 1% of all Orders received through the Platform (which shall exclude
issues caused by errors in the Platform or otherwise caused by Mzizzi);
2. ensure that the relevant purchased products are available for collection by Riders at the Site(s) within 10 (ten) minutes of notification by the rider (the "Pick Up Time" ). In any event the Merchant shall ensure that the time for which a Rider may have to wait at the Site(s) (“Rider Held Time”) to pick up an Order shall be no longer than 5 minutes. The Rider Held Time shall be measured from the Pick Up Time (or if later, the time at which the Rider actually arrives at the relevant Site and notifies the relevant Merchant staff of their arrival) to the time at which the Order is provided to the Rider by the Merchant for delivery to the Customer.
Shared service levels
1. The parties shall use reasonable endeavours to ensure that the Merchant Rating of products remains at no less than 80% or 4.5 stars per as total computed average on all products during the Term.
2. Fees, pricing and payment
1. In consideration for the Core Services, Mzizzi shall be
entitled to the Core Services Fee. The Core Services Fee and commissions shall be subject to
VAT at the prevailing rate. The Merchant shall cooperate with Mzizzi in order to enable it
to comply with its VAT accounting obligations.
2. Mzizzi may charge the Customer a fee for the Delivery Services, such fee to be determined by Mzizzi in its absolute discretion from time to time. The Merchant acknowledges and agrees that Mzizzi shall be entitled to retain such fee for itself and shall have no obligation to account to the Merchant.
3. Mzizzi may revise its core service fees at its sole discretion with a 30 day notification to the merchant via its website https://mzizzi.com/merchants of such action; and,
4. Mzizzi may revise its sales commissions at its sole discretion with a 30 day notification to the merchant via its website https://mzizzi.com/merchants of such action.
1. The Merchant shall be solely responsible and liable for all claims against Mzizzi by
Customers relating to, or arising (directly or indirectly) from or in connection with a
breach by the Merchant of paragraph 6. (save, in the case of where, and to the extent
applicable, Mzizzi fails to deliver the purchased and collected goods within one (1) week of
collection from the merchant).
2. Mzizzi shall be solely responsible and liable for any claims by Customers that:
1. the products have been lost or damaged after pick up from the Merchant (except to the
extent this arises due to a failure by the Merchant under paragraph 6, to have failed to
ensure that the goods are securely and properly packaged according to industry standards,
where such determination shall be at the sole discretion of Mzizzi)); and
2. the products are not at an appropriate freshness for consumption on delivery, as a consequence of having been delivered more than 2 hours after collection from the Merchant (save where, and to the extent that, this is as a result of:
1. the Merchant’s breach of paragraph 6; or
2. the Merchant failing to have any products ready for collection by a Rider in excess of 10 minutes after the designated collection time).
2. Subject to clause 9 of the Terms:
1. Mzizzi’s total liability to the Merchant, whether arising in contract, tort (including
negligence and breach of statutory duty) or otherwise arising under or in connection with
the Agreement (including in respect of any indemnity) shall not exceed the greater of $5,000
and the amount of the Core Services Fees and commissions paid or payable by the Merchant to
Mzizzi in the 12 months preceding the date of the relevant claim; and
2. the Merchant’s total liability to Mzizzi:
1. in respect of the indemnities in paragraph 11 and clause 8 of the Terms, shall be
2. in respect of all other liabilities, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise arising under or in connection with the Agreement shall not exceed the greater of $10,000 and the Core Services Fees and commissions paid or payable by the Merchant to Mzizzi in the 12 months preceding the date of the relevant claim.
2. The Merchant shall indemnify and keep indemnified Mzizzi against all Losses suffered or
incurred in respect of a breach by the Merchant of paragraphs 6 and the matters for which
the Merchant is responsible or liable under paragraph 11.
3. Mzizzi shall indemnify and keep indemnified the Merchant against all Losses suffered or incurred by the Merchant in respect of the matters for which Mzizzi is responsible or liable under paragraph 11.2, provided that Mzizzi shall not be liable for any Losses sustained or incurred by the Merchant that arise directly or indirectly from the Merchant’s prevention or delay.
4. If paragraphs 11.1 or 11.2 apply, the Customer may be entitled to compensation from Mzizzi. The Customer’s eligibility for, and the level of, such compensation shall be determined by Mzizzi acting reasonably in accordance with the Complaints Matrix. Subject to clause 9 of the Terms, this shall be the Customer’s sole remedy in relation to paragraphs 11.1 and 11.2.
1. Unless terminated earlier in accordance with clause 11 of the Terms or in accordance with the terms of this Core Service Pack, the Agreement shall continue for the Initial Term and shall automatically extend for successive Extension Terms at the end of the Initial Term and at the end of each Extension Term.
2. In addition to the termination rights of the parties set out in clause 11 of the Terms or this Core Service Pack, without affecting any other right or remedy available to it:
1. Mzizzi may terminate the Agreement with immediate effect by giving notice to the Merchant: if the Merchant breaches paragraph 4 of this Core Service Pack;
1. if the Merchant breaches paragraph 6. (What You Will Do) of
this Core Service Pack; or
2. in accordance with paragraph 13.2 (Force Majeure Event) of this Core Service Pack; and
2. Without affecting any other right or remedy available to it, if the Merchant is in material breach of its obligations under the Agreement at any time, Mzizzi reserves the right to suspend the provision of the Core Services (in whole or in part). Mzizzi shall be entitled to maintain the suspension until the Merchant is able to remedy the breach and demonstrate its future ability to comply with the relevant obligation to Mzizzi’s reasonable satisfaction.
1. If Mzizzi or the Merchant (as the case may be) is unable to carry out any of its obligations under the Agreement due to a Force Majeure Event, the Agreement shall remain in effect but the obligations in question (and the other party’s corresponding obligations, if any, under the Agreement) shall be suspended for so long as the Force Majeure Event continues or 1 month, whichever is the shorter, provided that:
1. the suspension of the performance is of no greater scope
than is necessitated by the Force Majeure Event;
2. the party suffering the Force Majeure Event immediately gives the other party written notice of the occurrence and its expected duration, and continues to furnish regular reports while the Force Majeure Event continues and notifies the other party immediately when it ceases; and
3. that party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the Force Majeure Event.
2. Without affecting any other right or remedy available to it, if a Force Majeure Event continues for more than 1 month, the other party may terminate the Agreement immediately on serving written notice to that effect on the party suffering the Force Majeure Event.
1. Unless the context otherwise requires, or otherwise specified, capitalised terms used in this Core Service Pack shall have the meaning given to them in Schedule 1 to the Terms. In addition, the following defined terms shall have the following meanings in this Core Service Pack:
Payment Solutions Providers