These Terms and Conditions set out the rights and obligations of you (“the Customer”), and PayClick Limited (“PayClick”), in connection with your use of the payment services provided by PayClick. By clicking the “I agree” to these Terms and Conditions, you unconditionally accept and agree to be bound by the applicable laws, rules, regulations and guidelines relating to the payment services, now and as may be amended from time to time.
1, FORMATION OF CONTRACT
1.1 By accepting the terms and conditions herein, either through completion of registration process or by using the payment services, the Customer acknowledges to have read and agreed to be bound by this Agreement and all documents incorporated by reference. If the Customer does not agree to be bound by the terms and conditions herein, the Customer should not use the Service.
1.2 PayClick may vary any provision in these Terms and Conditions, without prior consent from the Customer, if such change is required as a direct result of new legislation, statutory instrument, Government regulations or licenses, rates of exchange, imposition or alteration of government tax or as a result of any review of PayClick’s business planning, changes within the industry, recommendations from regulator bodies or for such other reasons as it may in its sole discretion determine.
1.3 PayClick shall in such circumstances endeavour to give the Customer notice of such changes as soon as reasonably practical. Electronic notices shall be sent to the email address or mobile number provided as the Customer’s primary contact during the process of registration.
2. PERSONS ELIGIBLE
2.1 By agreeing to be bound by the terms of this agreement, you agree that PayClick Services will be available on all eligible accounts with us, whether open now or opened in the future.
2.2 PayClick payment services are accessible by any natural person of full age and capacity, corporate entities, partnerships, trusts, association, professional intermediaries such as Stock Brokers and Chartered Accountants and any other legally established entity.
3.1 In order to use PayClick Services, you must register for and maintain an active User Services account (“Account”).
3.2 Account registration for individuals requires you to submit certain personal information, such as your name, address, mobile phone number and age.
3.3 Account registration for registered entities and firms shall require submission of company documentation such as Memorandum and Articles of Association, Certificates of incorporation, Business License, TIN and VAT Certificates, Partnership/Trust Deed, Powers of Attorney and any other relevant document.
3.4 You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or PayClick’s termination of these Terms with you.
3.5 You are responsible for all activity that occurs under your Account, and you agree to be responsible for maintaining the confidentiality of your passwords or other account identifiers which you choose and all activities that occur under your account at all times.
4. SCOPE OF SERVICES
4.1 PayClick shall offer payment services to its Customers including:
4.1.1 Payment services for basic operations;
4.1.2 Transfer of funds for Customers within Tanzania;
4.1.3 Facilitate transfer of funds for Customers dealing with cross-border operations;
4.1.4 Provision of payment services in national and foreign currency as well as the related payment instruments within the meaning of the National Payment System Act of 2015;
4.1.5 Execution of individual or recurring payment transactions.
5. SERVICE CHARGES
5.1 PayClick shall be entitled to a transaction processing fee from the Customer on transaction face value for each payment processed through the Service (the “Service Charges”).
5.2 The Service Charges shall be deducted automatically during settlement of funds into the Customer’s preferred bank account or mobile wallet.
5.3 The Customer shall be responsible for any deductions or tax required to be paid by law on transactions made through the Service. In the event that PayClick shall be required by law to make any deductions or withholding tax then PayClick shall, at the cost and expense and for the account of the Customer comply with such applicable legislation and remit the amounts to the appropriate authorities.
6. CUSTOMER OBLIGATIONS
6.1 The Customer shall at all times comply with these terms and conditions. The Customer further undertakes to comply with all laws, by-laws and any other regulations issued by any competent authority in relation to the operation of the payment services, in particular the Customer shall ensure compliance with all Anti-Money Laundering and Combating Financing of Terrorism Laws, Rules, Regulations and Guidelines issued in the United Republic of Tanzania.
6.2 The Customer shall ensure that it has acquired all necessary approvals, permissions and authorizations for the services offered to all users who shall make electronic payments to the Customer through the Service (“End Users”). The Customer shall be responsible for the content, quality and delivery of services offered, and for ensuring that these services comply with these Terms and Conditions.
6.3 The Customer shall ensure that the access password for the web portal provided by PayClick is not disclosed to any unauthorized persons at all times during the Term.
6.4 The Customer shall immediately notify PayClick in writing if there is any change in the nature of the products and/or services offered by the Customer.
6.5 The Customer agrees to hold in confidence this Agreement and all information, documentation, data and know-how disclosed to it by PayClick and shall not disclose to any third Party or use confidential information other than in connection with the performance of this Agreement or any part thereof without PayClick’s written approval.
6.6 The Customer shall provide PayClick on request with information or material regarding the service offered to its End Users or agents.
6.7 The Customer shall ensure that goods and/or services provided are not used for any illegal purposes, or for the transmission or offering of any information or services which are libellous, unlawful, abusive, threatening, harmful, defamatory, or in any way infringe the laws governing copyright, intellectual property rights, trademarks, or any other material that is slanderous or may cause offence in any way.
6.8 The Customer shall ensure that any relevant third Party using its facilities shall be bound by the terms of this Agreement.
6.9 If the Customer becomes aware of any transaction their accounts that has not been validly authorized by them, they must notify us immediately by telephoning the Contact Centre of the PayClick where your account is held (or any other number we may advise you of from time to time for this purpose) For this purpose, you are reminded that you must, as is required of you for all your accounts, check all bank Statements for any unauthorized transactions. Any anomaly in the entries on your bank Statements must be brought to our attention within 30 days of the date thereof and you agree that failure to give such notice absolves us from all liabilities arising thereof.
7. PAYCLICK’S OBLIGATIONS
7.1 PayClick shall provide the Customer with access to the various electronic payment channels utilized by PayClick to facilitate payments (“Delivery Channels”). PayClick reserves the right to change or alter Delivery Channels if such a requirement arises for regulatory, statutory or legal reasons, and in such instance shall notify the Customer as soon as is reasonably practical. The Delivery Channels include:
7.1.1 Mobile money wallet
7.1.2 Bank account
7.1.4 All future delivery channels added to PayClick’s portfolio
7.2 PayClick shall provide the Customer with appropriate and reasonable technical support.
7.3 PayClick may, from time to time, make changes to equipment, modality, Delivery Channels, etc. used to handle and provide its services. Such changes are at the sole discretion of PayClick and shall be made without prior consent from the Customer.
7.4 PayClick shall settle the value of funds collected on the Customer’s behalf across the Delivery Channels into the Customer’s preferred bank account or mobile wallet. Settlement shall occur on every Business Day (on a T+1 basis) where Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business in Tanzania.
7.5 PayClick shall provide branding and advertising material to facilitate the promotion of the Service. Materials that have been supplied to the Customer at no cost shall remain the property of PayClick and returnable to PayClick upon demand or upon termination of this Agreement.
7.6 PayClick shall provide an online web portal through which Customers shall have online and real-time visibility to payment collections.
7.7 PayClick shall have the right at any time during the Agreement period to inspect the Customer’s business operations and its outlets to ensure compliance with these terms and conditions and applicable laws.
7.8 PayClick shall notify the Customer and the End User of each successful transaction via SMS.
8. LIMITATION OF LIABILITY
8.1 The Customer shall be responsible at all times for maintaining the security of its and its End User’s data, and PayClick shall bear no liability for the loss or damage in part or whole, of such data, to the extent that such loss or damage has been caused or contributed to by the Customer.
8.2 PayClick shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement, or out of any consequent negligence by the Customer’s officers or employees.
8.3 This Agreement does not in any way or form create an agency/principal relationship between the Customer and PayClick.
9.1 You agree to indemnify and hold PayClick and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with:
9.1.1 Your use of the services or services or goods obtained through your use of the PayClick payment services;
9.1.2 Your breach or violation of any of these Terms;
9.1.3 PayClick’s use of your User Content; or
9.1.4 Your violation of the rights of any third party, including Third Party Providers.
9.1.5 Your violation of the laws and Regulations governing Anti-Money Laundering and Financing of Terrorism.
10. CHARGEBACK PROCESSING
10.1 Where an End User demands for a transaction reversal under specific circumstances meant to serve as a form of consumer protection on a fraudulent or disputed transaction e.g. goods not delivered, duplicate transactions, etc. (a “Chargeback”), the Customer shall assist PayClick when requested to investigate any of the Customer’s transactions processed through the Service.
10.2 The Customer permits PayClick to share information about a Chargeback with the End User, the End User’s Delivery Channel, and the Customer’s financial institution in order to investigate and/or mediate a Chargeback. PayClick shall request the necessary information from the Customer to contest the Chargeback.
10.3 If a Chargeback dispute is not resolved in the Customer’s favour or the Customer chooses not to contest the Chargeback, PayClick shall recover the Chargeback amount and any associated fees from the Customer’s electronic payment collections.
10.4 The Customer acknowledges that failure to assist PayClick in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of the request, may result in an irreversible Chargeback. PayClick reserves the right, upon electronic notice to the Customer, to charge a fee for mediating and/or investigating Chargeback disputes.
PayClick shall not be liable or responsible to the Customer in any manner whatsoever for any failure to perform any of its obligations contained in this Agreement if such failure is by reason of the introduction, imposition or variation of any law or any directive of any authority or any agency or any change in the interpretation or application thereof, it is or will become unlawful, or contrary to any such directive, or impractical without breaching such law or directive, for PayClick to give effect to its obligations under this Agreement.
12.1 All Intellectual Property Rights owned by one Party shall remain vested in such Party, and for clarity, and avoidance of doubt:
12.1.1 The Intellectual Property Rights of the products and services shall be vested in PayClick;
12.1.2 Equipment provided, unless purchased by Customer, all rights of any nature, trade name, documents, drawings and information, including any access codes provided to Customer, and information in PayClick database accessed by the End Users and the Customer remain vested in PayClick.
13. PREVENTION OF MONEY LAUNDERING AND THE FINANCING OF TERRORISM
13.1 The transfer of funds through the Service which is or which forms part of the proceeds of any crime or which is intended to facilitate, aid or finance the commission of any crime is expressly prohibited.
13.2 PayClick shall monitor and report any suspicious activity by the Customer and/or the End Users to its IT and Compliance Officer who may eventually escalate the suspicious activity to the relevant law enforcement authority.
13.3 The Customer shall maintain strict adherence to PayClick’s Anti-Money Laundering and the financing of terrorism Policy which can be accessed through firstname.lastname@example.org
13.4 Notwithstanding anything to the contrary contained in this Agreement, PayClick shall be entitled to forthwith terminate this Agreement in the event that PayClick reasonably and in good faith determines that the Customer has breached any of its obligations contained in this clause.
14.2.1 Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
14.2.2 We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
14.2.3 We will only retain personal information as long as necessary for the fulfilment of those purposes.
14.2.4 We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the Customer concerned.
14.2.5 Personal information should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
14.2.6 We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
14.3 We may require additional verification or information before accepting any Customer to use PayClick services.
14.4 The Customer is solely responsible for the security of data residing on servers owned or operated by Customers or a third party designated by the customer. Customers shall comply with all applicable laws, policies and regulations governing the security, privacy, collection, retention and use by the Customer of End User information including but not limited to financial information, card account numbers and all other personally identifiable End User information. Customers agree to provide notice to End Users that discloses how and why financial information is collected and used, including usage under these terms and conditions.
15.1 By providing us your email address or other contact information, such as mobile number, you agree that we may communicate with you electronically to that email address or mobile number as part of the Service and that any communications sent to those addresses will serve as formal notice under this Agreement.
15.2 The Customer shall be responsible for informing PayClick of any changes to your contact information as soon as reasonably possible.
16.1 If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected.
16.2 In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms.
16.3 These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”
17. TERM AND TERMINATION
17.1 This Agreement shall commence on;
17.1.1 The date the Customer accepts these terms and conditions
17.1.2 The date the Customer’s account is activated for operation of PayClick and shall continue for the period during which the Customer uses PayClick services unless terminated earlier.
17.2 Either Party may terminate this Agreement, in whole or in part, by giving thirty (30) days’ written notice to the other Party prior to such termination.
17.3 Upon termination of this Agreement, PayClick’s obligation to reimburse the Customer shall cease on the Effective Date of such termination and PayClick shall not be obliged or bound to make any payment on any transaction completed after the date of termination.
18. FORCE MAJEURE
Neither Party shall be deemed to be in breach of this Agreement for any failure in performance caused by events outside of its reasonable control, to include, but not limited to any act of God, inclement weather, shortage of power, flood, drought, lightning, fire, lockout, trade dispute, labour disturbance, act or omission of government highway authorities, or Mobile Network Operator or other authority, war, military operators, or riot.
19. DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration as per the Arbitration Act (Cap 15) of the laws of the United Republic of Tanzania R.E. 2002.
20. GOVERNING LAW
Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of the United Republic of Tanzania.