TERMS AND CONDITIONS ("AGREEMENT")

TERMS AND CONDITIONS ("AGREEMENT")

Please read this Agreement carefully. These are the terms and conditions of the agreement between Yourself, Zak Pay (Pty) Ltd ("Zak Pay"), EFT Payment Solutions (Pty) Ltd ("EFTPS") and EFT Corp Technologies (Pty) Ltd ("EFTT") (collectively "EFT Corp").

This Agreement explains Your rights, obligations and responsibilities, as well as those of the Zak Pay and EFT Corp. Upon registration for or utilization of any of the Services and/or Products offered by EFT Corp, You agree to and accept the terms of this Agreement.

1. RECITALS

EFTPS is a registered Financial Services Provider (FSP 45133), Third Party Payments processor registered with the Payments Association of South Africa, Merchant Aggregator registered with MasterCard and Nedbank (TPPP);

EFTT is a System Operator;

Zak Pay is Marketing Agent, who markets and on sells the EFT Corp Services and Products;

As a result of the aforegoing, You will enter into this Agreement with EFT Corp and Zak Pay.

2. DEFINITIONS

Unless a contrary intention clearly appears, the following terms shall have the following meanings assigned to them and cognate expressions shall have corresponding meanings, namely –

"Acquiring Bank"
means a bank or financial institution that processes credit or debit card payments on behalf of a merchant. The acquirer allows merchants to accept credit card payments from the card-issuing banks within an association.

"Account"
means Your account and account balance that is linked to Your profile to which these terms and conditions apply;

"Agreement"
means this document of "standard terms and conditions" read together with any other Agreements entered into between the relevant parties (if any), as well as any Annexures thereto. By registering for or utilising any of the Services or Products offered by EFT Corp you unconditionally signify your assent to the terms of this Agreement and as such the Agreement becomes legally binding between You, Zak Pay and EFT Corp and further, You warrant that the information you have provided upon registration is true and correct in all respects.

"AML"
means Anti-Money Laundering;

"AMT"
means authenticated mobile PIN and means a Card Not Present bank-PIN-authenticated mobile transaction.

"App"
means the mobile application which You utilize to access the Products and Services which will be rendered and/or utilised on Your instruction;

"App Store"
means Your device's application store from which You download the App;

"ATM"
means Automatic Teller Machine;

"Card(s)"/"card"
means compatible virtual or physical credit, debit, charge and/or cheque card(s) with a PIN, including prepaid card(s);

"Card Schemes"
means any major Card Scheme, including but not limited to, Visa, MasterCard, Union Pay International and American Express;

"Card Not Present"
means a Card payment transaction processed without the presence of a physical Card, either by way of a manual entry of Card details or online capture of Card details for E-commerce transactions, in other words where the physical Card has not been swiped, dipped or tapped by means of a reader;

"Card transaction"
means any cash withdrawal, payment, inter-account transfer or deposit transaction made with the card from or to the customer's account by using an ATM or other electronic device, and/or the purchase of goods/services from merchants who will accept the card;

"Chargeback"
means a procedure where an Issuing Bank charges a Transaction back to the Acquiring Bank and subsequently debits You in line with the card Scheme and/or local PASA rules;

"Chargeback Fee"
means an administration fee that We charge You for processing a Chargeback;

"Confidential Information"
means all information and data of whatsoever nature (including the Intellectual Property), whether tangible, intangible, oral or in writing and in any format or medium that is obtained or learned by, disclosed to You, or comes to Your knowledge through Us during the course of or arising out of or in relation to this Agreement or Your use of the Interface, Products, App and/or the Services, by whatsoever means, which by its nature or content is or ought reasonably to be identifiable as confidential or proprietary to Us, or which is provided or disclosed in confidence, irrespective of whether it appears in written, oral, electronic or graphical format;

"CPA"
means the Consumer Protection Act 68 of 2008, as amended, varied, re-enacted, novated or substituted from time to time;

"Customer or Card Holder"
means the consumer making a purchase from You (for the avoidance of doubt, You are referred to in this specific clause as the merchant / retailer) by using the Service or who has registered with EFT Corp through the marketing efforts of Zak Pay and has been issued a card by Us;

"3D Secure"
means an authentication method approved by a Card Scheme that enables the secure processing of payment card transactions in E-commerce;

"Documentation"
means integrated electronic and/or written communication published by Us, describing the Software's functionality and intended operation;

"Dormant account"
means an account that has had no customer-initiated debit or credit transactions for such a period as We, at its discretion, may determine from time to time;

"E-commerce"
means electronic commerce which includes a transaction performed by means of electronic media in a non-face-to-face environment;

"EFT"
means Electronic Funds Transfer from or to a registered bank account;

"Effective Date"
means the date and time that You download the App, register a profile and agree to the Terms and Conditions or upon use of any of the Services or Products;

"FICA"
means the Financial Intelligence Centre Act 38 of 2001, as amended, varied, re-enacted, novated or substituted from time to time;

"Intellectual Property"
means, collectively, all and any intellectual property including, any registered or unregistered trademark, trade name, or service mark, any patent, domain names, designs, copyright, design right, software application right, topography right, application to register any of the aforementioned rights, trade secrets, any right in unpatented know-how, any right of confidence and any other intellectual or industrial property rights of any nature whatsoever in any part of the world, including any licence rights and the right to take legal action;

"Know-How"
means all ideas, designs, documents, diagrams, information, devices, technical and scientific data, secret and other processes and methods used in connection with Our business; all available information regarding marketing and promotion of Our products and services (including the Services); and all and any modifications or improvements to any of them;

"KYC"
means Know Your Customer;

"KYB"
means Know Your Business;

"Mobile Phone or Smart Device"
means a single mobile phone or tablet with a central processing unit capable of executing instructions from a software program or via USSD, and which is used, owned or leased by You;

"Merchant Device"
means a point-of-sale (POS) device, mobile phone or tablet;

"Participating Merchant"
means a merchant that is integrated into EFT Corp and offers either Cash Withdrawal Token services and/or Cash deposit services and/or Purchase services;

"PCI DSS"
means Payment Card Industry Data Storage Standards as stipulated by the respective Card Schemes;

"Personal Information"
has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 and any applicable law in South Africa and/or in any other jurisdiction where the Services and/or Products are provided and/or used;

"PIN"
means personal identification number;

"POPIA"
means the Protection of Personal Information Act 4 of 2013, as amended, varied, re-enacted, novated or substituted from time to time;

"Processing"
has the same meaning as "processing" as defined in POPIA, which for instance will include (subject to the provisions of POPIA, which may be amended from time to time): collecting, storing, collating, using, modifying, sending, distributing, deleting and destroying Personal Information;

"Product specifications"
means specific features of products offered by us, including but not limited to minimum deposits, minimum balances and service fees;

"QR Code"
means a Quick Response Code generated to enable you to process Transactions. It is a machine-readable code consisting of either an array of black and white squares or a linked numeric code, typically used for storing URLs or other information. The QR Code can be a Static QR Code or a Dynamic QR Code. A "Static QR Code" means a QR code that has a predetermined value or will allow the Customer to input a value; and a "Dynamic QR Code" means a QR code that is linked to specific purchases;

"RICA"
means The Regulation of Interception of Communications and Provision of Communication Related Information Act as amended from time to time;

"Selected Merchants"
means those merchants as selected by Us from time to time and with whom We have contracted to provide VAPs;

"Services" or "Products"
means the provision of any payment related services or products rendered through any channel, App, WhatsApp or any other medium through which the Service is rendered and as described more fully in the clause with heading "Services" of this Agreement;

"Software"
means the object code of, and Documentation for the Services offered to You;

"Tap on Phone"
means the functionality on the MPOS application that allows the customer to tap their card directly on your phone using near-field communication (NFC). Tap on Phone only accepts contactless payments from Mastercard and Visa Cards;

"VAPs"
means the value-added products of one or more Selected Merchants;

"VAS"
means the value-added services of one or more Selected Merchants;

"Wallet"
means a User's ring-fenced User account maintained and reconciled to Our virtual master wallet. The Wallet is unique to each User and contains Personal Information of the User. The Wallet can be accessed via the App or any other medium through which the Service is rendered;

"We" or "Us" or "Our" or "EFT Corp" or "Service Provider"
shall mean EFT Corp Technologies (Proprietary) Limited ("EFTT"), Registration Number: 2017/471522/07, 1st Floor, Golfers Corner, Design Quarter, Fourways, Johannesburg 2191 and EFT Payment Solutions (Proprietary) Limited ("EFTPS"), Registration Number: 2013/099677/07, 1st Floor, Golfers Corner, Design Quarter, Fourways, Johannesburg, 2055, a licensed service provider with FSP Licence number 45133;

"Zak Pay"
shall mean Zak Pay Proprietary Limited, Registration Number 2021/326472/07 having its registered place of business at: 2 Carmel Village, Dainfern, Johannesburg, 2055, South Africa;

"You"
means the person, merchant or retailer who registers, creates a profile either via the EFT Corp interface or App which was marketed by Zak Pay and/or any person who utilises any of the services offered by EFT Corp. "Your" and "User" shall have corresponding meanings;

"Withdrawal Token"
means a cash withdrawal reference number valid at any Participating Merchant teller;

"USSD"
means the USSD (Unstructured Supplementary Service Data) interface used to access Your wallet;

"WhatsApp"
means the WhatsApp interface used to access Your account, wallet, transact, display a QR code and/or receive payment as a Merchant.

"Borrow Money"
means lending money from a global stokvel peers

"Pay Someone"
means transferring funds from one wallet to the other within Zak Pay application.

"Burial Books"
means raising funeral funds through crowd funding model within your municipality.

"Stokvel Clubs"
means saving together with friends, family and colleagues towards common goal.

Any reference in this Agreement to the singular also includes the plural or the reference to male also includes the female.

3. ACCEPTANCE

By registering for the EFT Corp account alternatively by utilising the Services, You agree and acknowledge that:

• You accept the terms and conditions of this Agreement;
• You are 18 years or above of age;
• You are of sound mind and full legal capacity.

4. COMMENCEMENT AND REGISTRATION

This Agreement is effective from the Effective Date, and will remain in force unless terminated in accordance with the other terms of this Agreement, or by written notice.

It is specifically agreed that We may suspend the Service or terminate the Agreement immediately for regulatory or statutory reasons as well as for any reason considered material by Us.

In order to access and/or use the App marketed through Zak Pay, EFT Corp Services and/or Wallet, You need to download the App and thereafter register an account/profile with Us by going through the registration process on the App.

This will involve providing Us and the Zak Pay with certain personal information, which may include (but is not limited to): Your name, photograph, mobile number, email address, proof of Identity, proof of address, last 4 digits of debit/credit card used for top-up, card expiry date etc.;

You must be at least 18 (Eighteen) years of age, of sound mind and have a valid South African ID/Passport; or Foreign Passport; or Asylum Papers; or Work Permits to use the Service;

You hereby agree that said information may be shared with Our third-party service providers which include but is not limited to Home Affairs, SecureCitizen, Experian and TransUnion to verify the provided information and confirm the validity of same;

You furthermore acknowledge and agree that you grant EFT Corp and Zak Pay worldwide permission to use, store, copy, share, reproduce, and distribute your personal data only as reasonably required to provide the relevant service.

5. SERVICES

The App, WhatsApp and/or the Interface enables a User to select one or more of the following Services (including but not limited to):

• Tap-(to)-pay, tap-on-phone, tap-on-glass;
• Virtual card issuing;
• Physical card issuing;
• Digital KYC;
• Digital Wallets;
• Cash out and cash in transactions;
• Generation of QR codes;
• Access reports on transaction history;
• Digital wallet to wallet payment;
• Stokvel Peer to peer loans;
• Burial crowd funding;
• Stokvel clubs.

Receipt of Payments

You may receive payments subject to an authorisation process for Card acceptance. An authorisation granted under any provision of this clause does not constitute evidence or a warranty:

• that payment will eventually be made by Us;
• that the Card is valid;
• that the Card is genuine (i.e. that the Card is not counterfeit); and/or
• that the person presenting the Card is the Customer.

An authorisation is merely an indication that the relevant account has sufficient funds to meet payment on the authorisation date and that the card has not been reported lost or stolen at the time the card was presented for payment.

You acknowledge and agree that We will not accept payment for any prohibited industries, prohibited any Card Scheme Codes or other banned products.

EFT Corp will only provide acquiring services in respect of card transactions which are (including but not limited to):

• genuine, signed, correct and valid;
• issued by a bank or a card issuer in its original form;
• not rejected by the Point of Sale device;
• presented by the cardholder.

EFT Corp considers the following as prohibited industries:

• Illegal businesses and activities according to the laws and regulations governing the S/E (service establishment or merchant);
• Illegal gambling (including casino chips, gambling services, Internet casino sites, and Bingo);
• Illegal lottery Sales;
• Collection Agencies (receivable on Card);
• Credit Restoration Services;
• Prostitution (including S/Es involved in prostitution such as unlicensed massage parlours and escort services);
• Unregulated internet adult digital content.

Card Acceptance & Processing

You, as a Merchant, can accept and process all major payment types such as PIN-based credit or debit cards, NFC, EMV, mag-stripe and mobile wallets.

All Card transactions where the physical card is present must be processed as follows:

• the Customer must be present when the transaction is processed;
• should the payment request a pin, the Customer must verify his/her identity by entering his/her valid PIN into the App; the App will instruct You which method is required for Customer verification;
• Tap on Phone transactions may be processed by the Customer tapping his/her contactless-enabled Mastercard or Visa Card on Your NFC-capable Android mobile device that has the App;
• Scan to Pay transactions may be processed by the Customer scanning the Scan to Pay QR code displayed in the App.

A transaction will be incomplete or invalid if:

• if the chip technology fails during the transaction; and/or
• if the telecommunications are interrupted during the transaction flow;
• the transaction to which it relates is/or appears to be illegal and/or unenforceable;
• the card had expired at the time of the transaction;
• the card is not acceptable to Nedbank;
• the card number is listed on the current hot-card file;
• the Merchant accepts a mutilated, defaced, blank or illegible card;
• it is subject to a chargeback in terms of the Card Association Rules.

Wallet Top-up

You may Top-up Your wallet using any of the below methods:

• with an EFT Transaction using Your Wallet number as reference number;
• You may Receive payment by displaying Your QR Code linked to Your Wallet.

We reserve the right to reject or cancel Your request to Top-Up at any time at Our discretion.

We may, in Our discretion and without prior notice to You, set daily and/or monthly limits for Wallet Top-up. Any such daily limits will appear in WhatsApp or in the App.

5. ANTI-MONEY LAUNDERING, FRAUD, DISPUTES AND CHARGEBACKS

You acknowledge and understand that We are an accountable institution for adherence to all regulatory and legislative requirements under this Agreement in terms of the Financial Advisory and Intermediary Services Act 37 of 2002 and furthermore, an accountable institution in terms of Financial Intelligence Centre Act 28 of 2001 as amended by the Financial Intelligence Centre Amendment Act 1 of 2017.

You provide Your irrevocable consent to Us and Zak Pay to disclose any information provided by You in terms this clause to any Regulated Institution and/or Officer as may be required in terms of applicable anti-money laundering and counter-terrorist financing legislation (including FICA) or any other relevant legislation.

You shall not use the Services to commit any of the following acts:

• any act which undermines Zak Pay or Our reputation, privacy, intellectual property and other rights;
• any act which assists in, allegedly results in, or may actually result in, fraud, money laundering, terrorist financing or impermissible or illegal trading;
• any act which involves Your use of an invalid Card or the Card of another person or User without such other person's or User's consent;
• any act which involves Your use of an invalid bank account or the bank account of another person or User without such other person's or User's consent;
• any act that We or any Bank, EFT payment network reasonably believe to be an abuse of the card system or a violation of card association or network rules or any other rules governing or applicable to such payments network, as may be updated from time to time.

6. PROVISIONS OF THE CONSUMER PROTECTION ACT, 2008 ("CPA")

The provisions of this Agreement contain assumptions of risk and/or liability by You. It furthermore limits and excludes liabilities, obligations and legal responsibilities, which We will have towards You and other persons. The provisions of this Agreement also limit and exclude Your rights and remedies against Us and place various risks, liabilities, obligations and legal responsibilities on You. These provisions may result in You being responsible for paying additional costs and amounts and We may also have claims and other rights against You.

In particular, amongst others, please make sure to consider the provisions of the Risk clauses herein below very carefully, because they have an impact on the risks You carry in making use of the Software and the Services, and on Our liability to You.

To the extent that any Services provided under this Agreement are governed by the CPA, no provision in this Agreement is intended to contravene the applicable provisions of the CPA, and therefore all provisions of this Agreement must be treated as being qualified, to the extent necessary, to ensure that the applicable provisions of the CPA are complied with.

7. GENERAL TERMS RELATING TO WALLETS OR ACCOUNTS

You acknowledge and understand that:

• Your resignation as a User, and Your election to deposit and/or transfer funds, does not represent an investment with Us in any manner whatsoever;
• any transfers or transactions of money are made at Your own risk and We do not accept any liability for any loss, damage (whether direct or consequential), or delays experienced in relation to the receipt of funds, purchase, transfer, cash-out or cash-in;
• We will keep a record of all the transactions for a period for 5 (Five) years, which record You can access via WhatsApp or the platform for a period of 3 (Three) months from date of transaction, any records older than 3 months can be requested at an additional fee; and
• We do not verify the cell phone number of the Recipient and accordingly will not be held responsible for any loss incurred by You as a result of any incorrect information provided;
• We do not guarantee the availability of funds at the Selected Merchant, nor do We guarantee that a specific denomination will be available when withdrawn by the Recipient at the selected merchant;
• All Wallets or Accounts that have had no activity for 60 days will be deemed dormant and a dormancy fee may be charged.

22. CLOSURE OF YOUR WALLET OR ACCOUNT

This Agreement may be terminated, in whole or in part, by EFT Corp, whenever, for any reason, EFT Corp determines that such termination is in its best interest.

Should we cancel and terminate this agreement for any of the aforementioned reasons, we will freeze the Account or Wallet, send You a request to present Us with Your banking details in order to refund any remaining balance within a period of 90 (Ninety) days, failing to provide Us with the necessary details within a period of 90 (Ninety) days and subject to the reason of cancellation, We will charge dormancy and/or admin fees after the 90 (Ninety) days on the dormant account at a rate that will be determined by EFT Corp from time to time until such time that the account reaches a zero balance.

Subject to the provisions of clause 22.5 below, You may terminate this Agreement at any time through WhatsApp support services (or through written communication to the EFT Corp customer support centre).

It is Your responsibility to ensure You have cashed out or used the balance in your Wallet or Account. Your request to close Your Wallet will be treated as You having advised Us of Your intention to terminate this Agreement. This Agreement will be terminated upon Us closing Your Wallet or Account, only if there are no funds in Your Wallet or Account. You agree and understand that after Your Wallet or Account has been closed by Us, You will no longer have any access to the Wallet. If there are funds still available, You would need to provide proof of identification as determined by EFT Corp from time to time alternatively reregister, and thereafter request a re-allocation of funds.

25. FEES, CHARGES AND COSTS

The fees chargeable for different transactions using the services may be changed from time to time with no notice.

All transaction fees and account maintenance fees will be provided during registration and is also available online. Fees may change from time to time.

You will also be responsible for all standard data costs associated with the download and use of the App and/or WhatsApp and/or the Interface/System.

All Services provided to You are executed on the Exchange and accordingly, once authorised by You, are automatic and cannot be reversed. Once You select Your Service it cannot be reversed, please ensure that all information is correctly inserted and that You make the correct / intended decision in relation to a Service.

26. LIMITATION OF LIABILITY

To the fullest extent permissible by law, under no circumstances whatsoever, including as a result of Our negligent acts or omissions or those of Our servants or agents or other persons for whom in law We may be liable ("Others") –

• shall We, or any Others be liable for any direct, indirect, special, or consequential loss or damages (for instance, loss that is too far removed from or not foreseen by the parties as being connected to this Agreement) howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), sustained by You, servants or agents, including any loss of profits, loss of revenue, loss of operation time, corruption or loss of information and/or loss of contracts;
• shall We be liable for loss of Your data regardless of how such loss is occasioned. You acknowledge that back-up of such data is Your responsibility and can be undertaken easily so as to recover any data which is lost. Accordingly, You indemnify and hold Us harmless against any losses, damage and damages incurred by You arising directly or indirectly out of or in connection with the loss of any of Your data.

We shall not be liable to the client for any damage or loss that the client may suffer as a result of the following:

• any person gaining unauthorised access to any information or data;
• incorrect information being given to any person, including any credit bureau;
• Us or the tenant processing any information incorrectly; and
• a delay, failure or malfunction of any ATM or other device (electronic or manual) that the client uses to carry out transactions with the card.

To the fullest extent permissible by law (including consumer laws, where applicable) Our or any Others' (in whose favour this constitutes a benefit for a third party) maximum aggregate liability for any direct loss, damage or damages of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by You, shall not exceed an amount equivalent to the value held in Your Wallet or Account at the time the cause of action arises.

29. GOVERNING LAW, JURISDICTION AND LANGUAGE

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.

The parties hereby irrevocably submit to the jurisdiction of the High Court of South Africa (South Gauteng High Court, Johannesburg) (or any successor to that court) in respect of all and any matters arising out of or in connection with this Agreement.

This Agreement has been concluded in the English language. In the case of any conflict between the English and any other translation version, the English version shall prevail.

31. WHOLE AGREEMENT, AMENDMENTS AND UPDATES

This Agreement constitutes the whole agreement between the parties relating to its subject matter, supersedes all prior or oral or written communications and representations with respect to the Services and the Software, and, prevails over any conflicting or additional terms in any document or other communication between the parties leading up to and during the term of this Agreement.

We may amend this Agreement from time to time without prior notice to You. Except where We specifically stated that We will provide You with prior notice in this Agreement.

You should regularly view this page to ensure that You are satisfied with any changes. If You are not satisfied with the revisions made, You should stop using the Account or Wallet service immediately.

To the extent permissible by law, We shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

32. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent thereof and shall be treated as not written and severed from the balance of this Agreement, without invalidating the remaining provisions.

33. INTERPRETATION

In this Agreement:

• clause headings are for convenience and reference only and shall not be used in interpreting, modifying or amplifying its terms or clauses;
• unless a contrary intention clearly appears, words importing any one gender include the other two, the singular include the plural and vice versa, and, natural persons include created entities (corporate or unincorporate) and the state and vice versa;
• any reference to an enactment is to that enactment as at the date of acceptance of this Agreement and as amended or re-enacted from time to time;
• if a provision in a definition confers rights or imposes obligations on a party, effect shall be given to it as if it was a substantive provision in the body of the Agreement, notwithstanding that it is only in a definition;
• any reference to "days" shall mean business / working days and shall be calculated by including the first day excluding the last day – unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next day which is not a Saturday, Sunday or public holiday;
• its termination shall not affect those terms as expressly provide that they will operate after termination or which of necessity must continue to have effect after termination, notwithstanding that the clauses themselves do not expressly provide for this;
• the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply, and You agree not to use or rely upon that rule in any proceedings in relation to this Agreement;
• any reference to a party to it shall, if such party is liquidated or sequestrated, be applicable also to and binding on that party's liquidator or trustee;
• the words "include", "including" and "in particular" shall be construed as being by way of example or emphasis only and shall not be construed nor take effect as limiting the generality of any preceding words;
• the words "other" and "otherwise" shall not be construed as being of the same kind or nature as any preceding words where a wider construction is possible.