BEELINE FINTECH T/A ZEDWALLET MERCHANT TERMS AND CONDITIONS
Please read these terms and conditions carefully before using ZedWallet services. By registering for or using ZedWallet, you agree to be bound by these terms.
Note: This is a summary of the conditions of use for ZedWallet. All ZedWallet customers must read this summary in conjunction with the full Conditions of use published on the ZedMobile website at www.zedmobile.co.zm or available from ZedWallet Customer Care Centers, Agents, and other designated points of service.
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1. Applicability
The Terms and Conditions together with the Merchant application form (together “the Agreement”) contains the complete terms and conditions that apply to the Merchant’s or the Client's participation in Beeline Fintech ltd T/A ZEDWALLET(“ZEDWALLET”) mobile payment system (hereinafter the Services) and supersedes all other agreements entered into between the Client and ZEDWALLET in relation to the provision of the ZEDWALLET Services (defined below).
When you use or are created as a Merchant and or by executing the Merchant Application Form you have agreed to abide by this Terms and Conditions of Use. You therefore need to read and fully understand these Terms and Conditions and if you do not agree with them, you must not proceed to register for and/or use the ZEDWALLET Services.
2. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
- Words denoting the singular shall include the plural and vice versa and a reference to the masculine gender shall include a reference to the feminine gender and vice versa;
- References to clauses are references to the clauses of this Agreement;
- References to “Parties” shall mean the parties to this Agreement being ZEDWALLET and the Client and to “Party” shall mean either of them as the context may indicate;
- The expression “person” includes a natural person, body corporate, unincorporated venture, trust, joint venture, association, statutory corporation, state, a state agency, governmental authority or firm; and
- Headings to clauses are used for convenience only and shall not affect the construction and interpretation of this Agreement.
- site located at zedwallet.co.zm or any other replacement website.
3. Operations And Scopes
- The Client agrees to abide by the ZEDWALLET operational procedures (the “Operational Procedures”) as may be prescribed by ZEDWALLET from time to time.
- The Services will not be available to you if you are roaming. Applicable roaming tariffs for voice, data, or SMS charges will, however, apply when you are roaming and will be charged at the roaming rates outlined in our Tariff Guide.
- With effect from the Effective Date, ZEDWALLET shall:
- Allocate a Business Number or Business Numbers through which Customers may make payments to the Client’s ZEDWALLET Account through the ZEDWALLET service functionality on the Customer’s ZEDWALLET menu. For the avoidance of doubt, the Business Number or Business Numbers remain the property of ZEDWALLET and ZEDWALLET may, with reasonable prior notice to the Client, re-number, re-assign, re-allocate, or withdraw a Business Number(s) PROVIDED that ZEDWALLET shall not tamper with the ZEDWALLET balances;
- Where the Merchant is entitled to an access to the ZEDWALLET Portal, grant secure access rights to the ZEDWALLET Website through which the Client may manage its ZEDWALLET Account. For the avoidance of doubt, the ZEDWALLET Website is proprietary and any material downloaded from it is Confidential Information;
- Provide customer service support to the Client;
- Provide customer service support to Customers using the ZEDWALLET Service;
- Credit the Client’s ZEDWALLET Account with E-Money upon receipt of E-Money paid through the ZEDWALLET System;
- Prepare on demand and in any event within one (1) Business Day (the “Settlement Period”) an EFT of the Cash equivalent of accrued E-Money (less any charges and commissions) to the Client upon receiving a Withdrawal Request Instruction;
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With effect from the Effective Date, ZEDWALLET shall:
- Reconcile and receipt payments received on the ZEDWALLET System through its ZEDWALLET Account;
- Initiate Withdrawal Request Instructions to ZEDWALLET for the redemption of accrued E-Money;
- Authorize ZEDWALLET to debit charges and commissions to its ZEDWALLET Account for providing the service;
- Immediately notify ZEDWALLET Customer Care Services upon Customer Request for refund of any payment made to the Merchant ZEDWALLET Account by mistake or for non provision of services or goods by the Merchant;
- Use the pay Number strictly for Pay only transactions. It is herein prohibited to use the pay Number for any other transactions (Arbitrage Transactions);
- Permit data to be processed as the results of either giving ZEDWALLET instruction through its systems or in connection to third parties for the purpose of either providing services or introducing value added services or new products or promotion;
- Comply with ZEDWALLET’s charges for using the Service as may be notified to it by ZEDWALLET in writing from time to time;
- The Client agrees that for the purpose of indemnification or compensation for the case whereby you use the Merchant system out of the agreed normal required operations, ZEDWALLET may withhold any amount whether in the Merchant’s ZEDWALLET Account or otherwise that is due and payable to compensate ZEDWALLET in order to cover for losses incurred due to transactions performed out of the agreed services and where the same is not enough, the Client shall pay the balance thereof. The Client further agrees that ZEDWALLET shall have a right to withhold the available amount under this Agreement upon failure by the Client to pay ZEDWALLET any outstanding amounts by the due date arising from other misuse of contractual relationships with ZEDWALLET.
4. Activation of the Zedwallet Account
- This Agreement comes into effect upon activation of the ZEDWALLET Account by ZEDWALLET following (i) the acceptance of terms and conditions in this Agreement and (ii) the successful completion of KYC vetting procedures conducted on the Client by ZEDWALLET. The KYC documents shall include but not limited to a certified copy of the Valid Merchant Identity Card, TPIN Number, VAT Registration Number if applicable and a Business License.
- If the Client fails to produce the necessary KYC documents as set out in 4.1 above, or fails to satisfy the minimum KYC requirements, ZEDWALLET will refuse to activate the ZEDWALLET Account and accordingly advise the Client as such (in which case this Agreement shall be null and void). For the avoidance of doubt, ZEDWALLET’s refusal to activate the ZEDWALLET Account shall neither confer on the Client any right to contest ZEDWALLET’s decision nor give rise to any legal claim against ZEDWALLET under this Agreement.
- Where after activation of the ZEDWALLET Merchant Account ZEDWALLET finds any discrepancy in the KYC documents submitted by the Client, ZEDWALLET shall be entitled to deactivate the Merchant ZEDWALLET Account immediately.
5. Reversal
A. The Client shall within a reasonable period (but in any event no later than 48 hours) initiate and complete reversal transactions where a payment made to it is manifestly made in error.
B. Where the Client fails to initiate and complete the reversal in accordance with 5.1 in the event of a manifest error, then the Client consents to ZEDWALLET to initiate and complete the reversal. At all times ZEDWALLET shall only make the reversal having due regard to the circumstances of the erroneous payment.
C. Where a dispute in relation to a reversal arises, ZEDWALLET may suspend the Client’s ZEDWALLET Account to facilitate an amicable resolution of the dispute.
6. Service Fee
The Service shall be subject to the charges and minimum/maximum transaction values determined by ZEDWALLET from time to time. The Client acknowledges that ZEDWALLET may by notice from time to time vary the charges and minimum/maximum transaction values. \
7. Confidentiality
Each party warrants that it will treat in confidence all Confidential Information which it acquires as a result of the operation of this Agreement and to afford it the same protection afforded to its own Confidential Information but in any case, using no less than a reasonable degree of protection.
Any receiving party will not reveal any Confidential Information to any third party (including public statements) without the written consent of the disclosing party, except where such information is already in the public domain, has been legally acquired by the third party, or where disclosure of the confidential information is ordered by a court or other competent authority.
ZEDWALLET may disclose the Client’s Confidential Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with regulatory requirements (b) legal process; (c) enforce the terms of this Agreement; (d) respond to claims that the Client’s use of the ZEDWALLET Service violates the rights of third-parties; or (e) protect the rights, property, or personal safety of ZEDWALLET, its Customers, and the public. Where such information is required for any of the purposes above, the Client shall provide such assistance as may be reasonably required by ZEDWALLET to ensure compliance.
The Client shall not at any time during or after the termination of this Agreement use or disclose to any third party any Confidential Information includes but not limited to the transactions statement except with the written consent of ZEDWALLET.
8. Data Protection
A. In this Agreement, the lowercase terms "controller", "data subject", "personal information" and "processing" ("process" and "processed" to be construed accordingly) will have the meanings given to them in the Data Protection Act 3 of 2021 (“DPA").
B. The Parties acknowledge and agree that each Party will remain solely responsible for complying with their respective obligations under DPA in respect of any personal information processed in relation to this Agreement. Neither Party will be responsible for investigating the steps that the other Party is taking to comply with DPA.
C. The Client represents and warrants that it has the right to collect, process, and use the personal information for the purpose(s) for which it is accessing the services and that it has complied with all other obligations under DPA that relate to its access to and use of the services, including that before it provides any personal information to ZEDWALLET, it will:
i. ensure that is not subject to any prohibition or restriction that would prevent or restrict it from disclosing or transferring the personal information to ZEDWALLET as required under this Agreement.
ii. ensure that it is not subject to any prohibition or restriction that would prevent or restrict either Party from processing the personal information as envisaged under this Agreement; and
ii. ensure that all required notices have been given and, as applicable, all required consents have been obtained as described under DPA, enabling each Party to fulfil its obligations under this Agreement, including transfer of personal information to ZEDWALLET and/or subcontractors (if any).
D. In the event of any breach of the representation and warranties in this Agreement, The Client agrees to indemnify, defend and hold harmless ZEDWALLET, its Affiliates, agents, employees and directors (whether jointly or individually) from any liability, losses, claims and/or damages arising directly from such breach.
E. To the extent that ZEDWALLET processes personal information on behalf of The Client under this Agreement, ZEDWALLET shall, and shall procure that each of its Affiliate and/or subcontractors (if any):
i. maintains the confidentiality of the personal information.
ii. implement appropriate and reasonable technical and organisational measures so that processing will meet the requirements of DPA and ensure the protection of the rights of the data subject.
iii. not access, use or process personal information except to the extent reasonably necessary in performance of its obligations under this Agreement.
iv. implement appropriate and reasonable technical and organisational measures to prevent any unauthorised or unlawful access, loss of, damage to or unauthorised destruction of personal information.
v. procure that its Affiliates and subcontractors (if any) contractually agree in writing to comply with obligations in relation to the processing of personal information which are equivalent to those agreed to by ZEDWALLET in this Agreement; and
vi. notify The Client immediately where there are reasonable grounds to believe that the personal information of a data subject has been accessed or acquired by any unauthorised person.
9. Warranties, Indemnities & Limitation of Liabilities
A. The Client represents and warrants that none of its senior officers or directors (i) has ever been convicted of any crime (other than minor traffic offenses); and (ii) has ever been charged with any crime relating to fraud, embezzlement, theft, money laundering, financing terrorism or terrorist organizations, receiving stolen property, or illegal drugs or other controlled substances anywhere in the world. The Client shall notify ZEDWALLET in writing within forty-eight (48) hours after any of these representations and warranties cease to be true.
B. The Client warrants that it has obtained all the necessary approvals (whether internal or regulatory) to use the Service.
C. Each party shall indemnify the other, and keep each other indemnified, from and against any and all loss, damage or liability, costs, and expenses (including legal expenses) howsoever arising and incurred by the other party resulting from (i) any breach of this Agreement; or (ii) any third party claim in respect of any matter arising from any person’s conduct, provided that the liability has not been incurred directly through any default of either party in relation to this Agreement.
D. The Client shall indemnify and defend ZEDWALLET against, and pay any final judgment awarded against ZEDWALLET, resulting from third-party claims arising from the use of the Services leading to loss or damage (including consequential loss or damage) where the proximate cause of such loss or damage is attributable to the Client’s negligence, recklessness, indifference, delay or failure to receipt or acknowledge a Customer’s payment after the Customer has effected a Transaction to the Client on the ZEDWALLET System.
E. ZEDWALLET shall not be liable to the Client or any other person where:
i. the Transaction amount sought by the Customer is below the minimum or above the maximum limits as communicated by ZEDWALLET from time to time;
ii. the Customer has entered incorrect details and the payment is made to the wrong ZEDWALLET User;
iii. the Client’s hardware, software, or Telecom Operator’s service is dysfunctional;
iv. the Transaction is suspicious or fraudulent resulting in losses to a third party; or the Transaction details received are incorrect;
v. the Client’s receipt of funds is intercepted by legal process or other encumbrance restricting the transfer; or
vi. unforeseen circumstances prevent the execution of a Transaction despite any reasonable precautions taken by ZEDWALLET.
F. ZEDWALLET shall use reasonable efforts to maintain access to the Network and the ZEDWALLET System through the term of this Agreement. However, ZEDWALLET does not warrant that they shall be functioning and/or available at all times. Such access is not fault-free and may be affected by factors outside ZEDWALLET’s control such as atmospheric conditions, type of mobile equipment in use, physical or topographical features, radio frequency interference, third party services the Merchant uses on the Network or compliance with Applicable Law and government order. Access to the ZEDWALLET Service may also be temporarily interrupted during upgrading, maintenance and other works that may be required.
G. Without prejudice to any other provisions of this Agreement, each party undertakes to indemnify the other party and keep the other party indemnified on demand for and against all proceedings, costs, claims, damages, expenses, and liabilities of whatsoever nature howsoever suffered or incurred arising out of or by reason of any infringement or alleged infringement of any Intellectual Property Rights arising as a result of carrying out their obligations under this Agreement.
10. Suspension
ZEDWALLET may, with reasonable notice where practicable, suspend the availability of the Service to The Client wholly or partially for any reason, including without limitation, where
i. The Client fails to comply with any laws, rules, or regulations of Zambia regarding the Service;
ii. The Client fails to observe any term or obligation set out herein;
iii. The Client carries on prohibited activities using the ZEDWALLET Service as set out in Clause 12.
iv. If ZEDWALLET is aware or suspect or have reason to believe that your Mobile Equipment or the MSIN/PIN number used in relation to the ZEDWALLET Services is/are being used or has been so used previously, in an unauthorized, improper or fraudulent manner or for criminal activities;
v. If you notify ZEDWALLET that your Mobile Equipment or SIM Card has been lost or stolen or your PIN has been lost or disclosed to any other party;
vi. If you do anything or allow anything to be done with your Mobile Equipment or SIM Card which we think may damage or affect the operation, revenue or security of the Vodacom Network or the ZEDWALLET Services;
vii. For reasons of force majeure and outside of our control or upon receipt of your request to close or suspend the same;
11. Termination
A. Termination on Notice: Either party may terminate the Agreement (i) for convenience by giving thirty (30) days prior notice in writing; or (ii) If either of the Parties commits a breach of any material obligation imposed on it in terms of this Agreement and fails to remedy such breach within a period of 15 (fifteen) days from the date on which written notice is given to the party in breach without prejudice to the right to hold the defaulting party liable in damages as a result of such termination.
B. ZEDWALLET may terminate this Agreement immediately if the Client uses or is reasonably suspected of using the ZEDWALLET Service in furtherance of any unlawful or criminal activity or for any conduct prohibited under clause 12. ZEDWALLET may terminate the Agreement if the M- PESA Account remains inactive for a period of six (6) months. For the avoidance of doubt, an “inactive” ZEDWALLET Account includes one which has not had any credit entries over a continuous period of six (6) months.
C. The termination of this Agreement shall be without prejudice to all accrued rights and obligations of the Parties under this Agreement and to all obligations under this Agreement expressed to continue or take effect after expiration or termination.
12. Taxes
A. The Client shall solely determine, collect, remit, and declare all taxes and income resulting from or in consequence of using the Services to the relevant tax authority and to pay all taxes levies, and fees due on such income. ZEDWALLET shall not be liable to the Client for any failure by the Client to comply with its obligations under this clause and the Client shall indemnify ZEDWALLET from any loss or damage arising from any failure to comply with its obligations under this clause.
B. Each Party shall bear and be responsible for its own taxes, charges, impositions, or levies imposed by law.
13. Prohibited Usage and Conduct
The Client agrees to not use the Services to:
A. Conduct anything that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable or criminal;
B. Impersonate any person or entity, including, but not limited to, a ZEDWALLET official, or fellow user, or falsely utter or otherwise misrepresent its affiliation with a person or entity;
C. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
D. Conduct anything that makes available any content or information that the Client does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
E. Conduct any activity that infringes any Intellectual Property Rights;
G. Conduct any activity whether solicited or unsolicited, relating to or remotely connected to SPAM, junk mail, pyramid schemes, pornography, unlicensed gaming or gambling or any other form of solicitation;
H. Conduct any activity that makes available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
I. Conduct any business that interferes with or disrupts the Service or servers or networks connected to the Service, or disobeys any requirements, procedures, policies or regulations of networks connected to the Service;
J. Conduct any business that intentionally or unintentionally violates any applicable local or international law or regulation;
K. Collect or store personal data about other users without their express authority; or
L. Aggregate payments or create “collection accounts” on behalf of third-party persons without the written consent of ZEDWALLET.
M. Conduct cash-related transactions unless registered as an agent.
N. Engaged in Corrupt Practice, Fraudulent Practice, Collusive Practice, or Coercive Practices during the procurement or the execution of this Agreement.
14. Prevention Of Money Laundering Sactions and Trade/Exports Control Laws
A. The movement of money through the ZEDWALLET System 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.
B. The Client shall ensure that all its staff and officers responsible for the Merchant business comply with the Applicable Laws relevant to this Agreement. The Client shall have an obligation to notify ZEDWALLET in the event of a breach of such laws or a change of status in respect of Sanctions and Trade controls. In such circumstances, ZEDWALLET shall have the right to suspend services or terminate the Agreement with immediate effect and without liability.
C. Pursuant to clause 13.2 above applicable Law means law, regulation, binding code of practice, rule or requirement of any relevant government or governmental agency, professional or regulatory authority, each as relevant to (i) ZEDWALLET in the provision/receipt of the Services and/or (ii) the Client in the receipt/provision of the Services or the carrying out of its business. Such laws specifically include Sanctions and Export controls restrictive measures.
D. The Client staff and officers shall adhere to the know your customer (KYC) and customer identification procedures in the course of performing transactions requested by customers including accepting and effecting payments.
E. Notwithstanding anything to the contrary contained in this Agreement, ZEDWALLET shall be entitled to forthwith terminate this Agreement (without prejudice to any of ZEDWALLET’s rights in terms of this Agreement or at law including, but not limited to, any right to claim damages) in the event that ZEDWALLET reasonably and in good faith determines that the Client has breached any of its obligations contained in this clause.
F. Upon termination of this Agreement by ZEDWALLET pursuant to this clause the Client shall not be entitled to payment if any under this Agreement and shall have no claim of whatsoever nature against ZEDWALLET arising out of such termination.
15. Governing Law And Jurisdiction
The validity, construction, and interpretation of this Agreement shall be governed by the laws of Zambia.
16. Dispute Resolution
In the event that 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 Lusaka Chamber of Commerce Institute of Arbitration. Such arbitration shall be conducted in Lusaka in accordance with the Arbitration Act No. 19 of 2000 (as may be amended from time to time). To the extent permissible by Law, the determination of the Arbitrator shall be final, conclusive, and binding upon the parties. Pending final settlement or determination of a dispute, the Parties shall continue to perform their subsisting obligations. Nothing in this Agreement shall prevent or delay a Party from making claims or seeking injunctive or interlocutory relief in a court of competent jurisdiction in Lusaka.
17. Amendment
This Agreement (save for terms and conditions, bulletin, notices and other matters expressly reserved under this Agreement for the determination of ZEDWALLET) shall not be varied unless such variation shall be expressly agreed in writing by each party.
18. Assignment
This Agreement may not be assigned by the Client, by operation of law or otherwise, without the prior written consent of ZEDWALLET. ZEDWALLET may assign any right or obligation under this Agreement without the prior written consent of the Client.
19. Notices
Except as otherwise specified in the Agreement, all notices, requests, approvals, consents, and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by mail, registered or certified, return receipt requested, postage prepaid, courier service to the address specified above. Notices shall be deemed given on the day actually received by the party to whom the notice is addressed.
20. Waiver
No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
21. Severability
Any provision of this Agreement held by a court of competent jurisdiction to be contrary to any law shall be severed from the agreement, but such severance shall not render the remaining provisions of this agreement ineffective. The remaining provisions of this Agreement will remain in full force and effect.
22. Force Majeure
Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement is delayed or prevented by revolution or other civil disorders; wars; acts of enemies; strikes; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; government or regulator action; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes hereinbefore enumerated or not. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of such an event.
