Merchant Terms of Service

In these Terms, the following defined terms have the meanings given below. Defined terms are capitalised throughout.

• "Capay Global", "we", "us", "our": Capay Global LLC, a limited liability company registered in the State of Wyoming, United States of America, with its principal office at 10511 EastWind Way, Columbia, MD 21044, United States, operating the Capay Global Payment Gateway.
• "Terms": these Merchant Terms of Service, together with any schedules, the Acceptable Use Policy, the Data Processing Addendum, the AML/KYC Notice, the Privacy Policy, and any product-specific or corridor-specific terms incorporated by reference.
• "Merchant", "you", "your": the business entity that registers for and uses the Services, and each of its authorised users.
• "Services": the payment gateway, APIs, SDKs, dashboards, and related services described in clause 5, including collections, disbursements and payouts, virtual accounts, foreign exchange, and (where offered) virtual cards.
• "Platform": the Capay Global technical systems, APIs, SDKs, developer portal, and merchant dashboard through which the Services are made available.
• "Provider": a third party that executes or enables a payment, including mobile money operators, banks, card networks and acquirers, aggregators, and payment or e-money institutions (for example PawaPay, MTN, Orange, card schemes, and partner banks).
• "Transaction": a collection, payout, disbursement, refund, chargeback, reversal, foreign exchange conversion, or other movement of funds initiated through the Services.
• "Funds": amounts collected, held, converted, or paid out in connection with a Transaction.
• "Settlement": the transfer to the Merchant of the net proceeds of collected Transactions, after fees, holds, reserves, refunds, chargebacks, and any amounts owed to Capay Global.
• "Reserve": an amount of Funds withheld or retained under clause 13 to cover actual or anticipated liabilities.
• "Fees": the amounts payable by the Merchant for the Services, as set out in clause 8 and the fee schedule in the merchant dashboard or an order form.
• "KYB": know-your-business due diligence performed on the Merchant, its beneficial owners, and its representatives.
• "KYC": know-your-customer due diligence on individuals, including the Merchant's customers where the Services require it.
• "AML/CFT": anti-money-laundering and counter-financing-of-terrorism laws, rules, and obligations applicable to the Services.
• "Sanctions": trade, economic, or financial sanctions, embargoes, or restrictive measures administered by any competent authority applicable to the Services, including those of the United Nations, the relevant African jurisdictions, the European Union, the United Kingdom, and the United States.
• "Applicable Law": all laws, regulations, rules, licensing conditions, and Provider or scheme rules that apply to the Merchant's use of the Services in each relevant jurisdiction.
• "Data Processing Addendum" or "DPA": the addendum governing the processing of personal data in connection with the Services, cross-linked from these Terms.

2.1 These Terms form a binding agreement between Capay Global and the Merchant governing the Merchant's access to and use of the Services. By registering for an account, clicking to accept, integrating with the Platform, or using the Services, the Merchant agrees to these Terms on behalf of the business entity it represents.

2.2 The person accepting these Terms warrants that they are authorised to bind the Merchant. If the Merchant does not agree to these Terms, it must not use the Services.

2.3 These Terms incorporate the Acceptable Use Policy, the Data Processing Addendum, the AML/KYC Notice, and the Privacy Policy by reference. Where a conflict exists, an executed order form or negotiated master agreement prevails over these Terms, and these Terms prevail over the incorporated policies, unless a policy states otherwise for its subject matter.

3.1 The Services are available only to businesses, not to consumers acting for personal purposes. To be eligible, the Merchant must be a lawfully constituted business, able to enter into a binding contract, and not a Sanctioned party or owned or controlled by one.

3.2 Before and during the provision of the Services, the Merchant must complete KYB and provide, and keep current, accurate information and documents about its legal identity, registration, ownership, beneficial owners, directors and authorised representatives, business activity, and settlement accounts.

3.3 Capay Global, or a licensed partner acting on its behalf, may verify this information, request further documentation, and re-verify at any time. Capay Global may decline, suspend, or restrict access where verification is incomplete, information appears inaccurate, or a risk, legal, or Provider requirement is not met.

3.4 The Merchant must notify Capay Global promptly of any material change to the information provided, including changes of control, beneficial ownership, business activity, or settlement accounts.

4.1 The Merchant is responsible for maintaining the confidentiality and security of its account credentials, API keys, secret keys, and webhook secrets. Secret keys are shown once and are not re-displayed; the Merchant must store them in a secret manager and never in client-side code or public repositories.

4.2 The Merchant is responsible for all activity under its account and keys, whether or not authorised by the Merchant, until it notifies Capay Global of a compromise and Capay Global has had a reasonable opportunity to act. The Merchant must notify Capay Global without undue delay of any suspected or actual unauthorised access, key compromise, or security incident.

4.3 The Merchant must configure appropriate roles and access for its users, keep them current, and revoke access promptly when a user leaves or no longer requires it. Sandbox and production environments are separated by the key alone; the Merchant is responsible for using the correct key in each environment.

4.4 Capay Global may require multi-factor authentication, key rotation, IP allow-listing, or other security controls as a condition of access.

5.1 Capay Global provides a payment gateway that lets the Merchant, through a single integration, accept and send payments across supported African markets. Subject to eligibility, corridor availability, and Applicable Law, the Services may include:

• Collections: accepting payments from the Merchant's customers by mobile money, bank transfer, virtual account, and card.
• Disbursements and payouts: sending funds to recipients by mobile money, bank transfer, and card, where supported.
• Virtual accounts: dedicated account references for receiving inbound funds.
• Foreign exchange: conversion between supported currencies at rates and spreads disclosed before execution.
• Virtual cards: planned functionality, offered only where and when Capay Global or a licensed partner is able to issue them, and subject to separate terms.
• Developer tooling: APIs, SDKs, a sandbox simulator, webhooks, reporting, and reconciliation.

5A.1 Available countries, currencies, payment methods, Providers, and per-corridor limits are set out in the Platform (for example through the providers endpoint) and may change. A method or corridor may be added, removed, throttled, or made temporarily unavailable, including for Provider outages, risk, or regulatory reasons.

5A.2 Planned or "coming soon" features are described for information only and create no obligation to deliver them by any date. Capay Global may modify, add, or discontinue features on reasonable notice, except where a change is required immediately for legal, security, or risk reasons.

6.1 Capay Global provides technical payment facilitation, orchestration, and connectivity to Providers. To the extent that regulated payment, e-money, remittance, or money-transmission activity is involved, Capay Global performs it only to the extent it is itself licensed to do so, or through a Provider or partner that is licensed for that activity in the relevant jurisdiction.

6.2 Where a Provider or partner is the licensed institution for a Transaction, the movement of Funds is executed by that institution under its own authorisations and terms, and Capay Global acts as a technical intermediary. Capay Global is not the Merchant's bank and does not provide banking, deposit-taking, credit, or investment services.

6.3 Nothing in these Terms constitutes advice of any kind (legal, tax, regulatory, or financial). The Merchant is responsible for its own licensing, tax, and regulatory obligations arising from its business and its use of the Services.

7.1 By submitting a Transaction instruction through the Services, the Merchant authorises Capay Global and the relevant Provider to process it, including to collect, hold, convert, and pay out Funds, and to debit Fees and any amounts owed under these Terms.

7.2 The Merchant is responsible for the accuracy and completeness of every instruction, including amounts, currencies, recipient details, and references. Capay Global may rely on instructions submitted through the Merchant's account or keys as authorised by the Merchant.

7.3 Capay Global may apply idempotency, validation, screening, and risk controls to instructions, and may decline, delay, or reverse a Transaction where required by Applicable Law, Provider rules, risk controls, or these Terms. Amounts are handled in the minor units and currency stated for each Transaction; the Merchant must not assume any currency conversion that is not explicitly quoted.

8.1 The Merchant agrees to pay the Fees for the Services. Fees, including per-Transaction fees, provider fees, platform fees, and who bears them, are set out in the fee schedule in the merchant dashboard or an order form, and may be previewed for a Transaction before it is created. Fees are exclusive of taxes unless stated; the Merchant is responsible for applicable taxes.

8.2 Foreign exchange conversions are performed at a rate that includes a spread disclosed before execution. The applicable rate for a conversion is the rate quoted at execution. Capay Global does not guarantee that a quoted rate will remain available.

8.3 Settlement of the net proceeds of collected Transactions is made to the Merchant's verified settlement account on the settlement schedule stated in the dashboard or order form, subject to Provider timing, holds, Reserves, refunds, chargebacks, and completion of verification. Settlement timing may vary by corridor and Provider and is not guaranteed to be instant.

8.4 Capay Global may deduct Fees, refunds, chargebacks, reversals, Reserves, and any amounts owed by the Merchant from Funds held, from Settlement, or by invoice. Where Funds held are insufficient, the Merchant must pay the shortfall on demand.

8.5 Capay Global may change Fees, spreads, settlement timing, and Reserve terms on notice under clause 25. Continued use of the Services after a change takes effect constitutes acceptance of the change.

9.1 Funds collected on the Merchant's behalf, pending Settlement, are held with a Provider or partner institution in accordance with that institution's safeguarding obligations and Applicable Law. Where funds are safeguarded, they are held separately from Capay Global's own operating funds to the extent required.

9.2 The Merchant is not entitled to any interest or earnings on Funds held pending Settlement, and no interest accrues to the Merchant on any balance, Reserve, or held amount.

9.3 Funds held are not a deposit and are not covered by any deposit-guarantee scheme unless a covering scheme applies to a licensed partner institution and the covering conditions are met.

9.4 Capay Global may return, decline, or hold Funds where required by Applicable Law, Sanctions, AML/CFT obligations, Provider rules, or a lawful instruction from a competent authority.

10.1 The Merchant must not use the Services for, and must not knowingly process payments for, any of the following. Some categories are prohibited outright; others are restricted and permitted only with the required licence and Capay Global's prior written approval. This list is not exhaustive and is supplemented by the Acceptable Use Policy.

• Illegal goods or services, or any activity unlawful in the Merchant's or the customer's jurisdiction.
• Unlicensed financial services, including unlicensed money transmission, lending, deposit-taking, forex, or investment schemes.
• Adult content or services where restricted or unlawful in the relevant jurisdiction.
• Gambling, betting, lotteries, or games of chance where the Merchant is not licensed for the relevant jurisdiction.
• Virtual assets, cryptocurrency, or related services where restricted or unlawful, or without the required registration or licence.
• Weapons, ammunition, explosives, and related controlled items.
• Counterfeit, stolen, or infringing goods, and any goods or services that infringe a third party's intellectual property.
• Pyramid, Ponzi, matrix, or other unlawful multi-level or "get rich quick" schemes.
• Sanctioned parties, or persons or entities owned or controlled by, or acting for, a Sanctioned party, and any activity in breach of Sanctions.
• Drugs, controlled substances, and drug paraphernalia where unlawful.
• Human exploitation, trafficking, child sexual abuse material, and any activity that exploits or endangers minors.
• Fraudulent, deceptive, or high-risk activity, including unauthorised resale, deceptive marketing, and any use that a Provider or scheme prohibits.

10A.1 For a restricted category, the Merchant must hold and maintain every licence, registration, or authorisation the activity requires, provide evidence on request, and obtain Capay Global's prior written approval before processing. Approval may be conditioned, limited to specific corridors, or withdrawn.

10A.2 Capay Global and its Providers may maintain additional prohibited or restricted lists and may decline any Merchant, category, or Transaction at their discretion, including where a Provider or scheme requires it.

11.1 The Merchant must comply with all AML/CFT and Sanctions obligations applicable to it. Capay Global, or a licensed partner acting on its behalf, screens Merchants, users, recipients, and Transactions against Sanctions and risk lists, monitors for suspicious activity, and may apply thresholds, holds, additional verification, and reporting.

11.2 The Merchant must not structure Transactions to evade thresholds or controls, must not process Transactions for undisclosed third parties, and must cooperate with any request for information, documentation, or source-of-funds evidence.

11.3 Capay Global may, without prior notice where the law requires or permits, freeze, delay, decline, reverse, or report a Transaction, and suspend or restrict an account, to comply with AML/CFT, Sanctions, or a lawful instruction from a competent authority. Where the law prohibits disclosure, Capay Global may be unable to explain the reason for an action.

11.4 Automated monitoring may include fraud and risk scoring. See the "Automated decision-making and fraud scoring" section of the Privacy Policy for how automated decision-making is applied and how the Merchant may seek review where a right to do so applies.

12.1 The Merchant is responsible for resolving disputes with its customers. A chargeback, reversal, or dispute raised through a Provider or scheme may result in the reversal of a Transaction and the debit of the disputed amount plus any applicable fee.

12.2 The Merchant must maintain records and evidence sufficient to respond to disputes and must respond within the timeframes the relevant Provider or scheme requires. Capay Global may represent, contest, or accept a dispute on the Merchant's behalf where the Provider or scheme process requires it.

12.3 The Merchant may issue refunds through the Services subject to Provider rules and available Funds. Refunds are made to the original payment method or destination where required; where a refund to the original method is not possible, the applicable refund destination rule for the corridor applies. Fees already charged on a refunded Transaction are not returned unless stated.

12.4 The Merchant is liable for all chargebacks, refunds, reversals, fines, and penalties arising from its Transactions, and authorises Capay Global to recover them from Funds held, Settlement, Reserves, or by invoice.

13.1 Capay Global may establish a Reserve, and require, increase, or extend it, where reasonably necessary to cover actual or anticipated chargebacks, refunds, reversals, fines, negative balances, or other liabilities, or where required by a Provider or by risk assessment. A Reserve may be a fixed amount, a rolling percentage of volume, or a hold on specific Funds.

13.2 Capay Global may set off any amount the Merchant owes under these Terms against Funds held, Settlement, or any Reserve, and may apply Funds across the Merchant's accounts and products with Capay Global.

13.3 A Reserve is released when Capay Global reasonably determines the associated risk has passed, subject to any longer period required by a Provider or Applicable Law.

14.1 The Merchant may terminate these Terms by closing its account and ceasing use of the Services, subject to settlement of outstanding amounts and any Reserve period.

14.2 Capay Global may suspend, restrict, or terminate the Merchant's access, in whole or in part, immediately and with cause where: the Merchant breaches these Terms or the Acceptable Use Policy; verification or AML/CFT requirements are not met; a Sanctions, fraud, legal, risk, or Provider requirement applies; the Merchant's activity presents an unacceptable risk; or a competent authority so requires.

14.3 Capay Global may also terminate for convenience on reasonable prior notice, the length of which will be no less than any minimum required by Applicable Law.

14.4 On suspension, restriction, or termination: pending Transactions may be completed, held, declined, or reversed; Funds may be held for a period reasonably necessary to cover chargebacks, refunds, and liabilities, subject to Reserve terms and Applicable Law; and the Merchant remains liable for amounts owed. Clauses that by their nature survive termination continue in effect, including those on Fees owed, liability, indemnity, confidentiality, data protection, and dispute resolution.

15.1 Each party must comply with applicable data-protection law in connection with the Services. The Data Processing Addendum, cross-linked from these Terms, governs the processing of personal data, sets out the parties' roles as controller and processor, and forms part of these Terms.

15.2 The Privacy Policy describes how Capay Global processes personal data, including of the Merchant's representatives and, where applicable, the Merchant's customers. The Merchant must provide required notices to, and where necessary obtain a lawful basis from, its own customers for the processing carried out through the Services.

16.1 Capay Global and its licensors own all intellectual property rights in the Platform, the APIs, the SDKs, the documentation, and the Capay Global marks. No rights are granted except as expressly set out in these Terms.

16.2 Subject to these Terms, Capay Global grants the Merchant a non-exclusive, non-transferable, revocable licence to access and use the APIs, SDKs, and documentation solely to integrate with and use the Services for the Merchant's own business. The Merchant must not copy, modify, reverse-engineer, resell, or create derivative works of the Platform except as permitted by law, and must comply with the Acceptable Use Policy and any technical or rate limits.

16.3 The Merchant grants Capay Global a licence to use the Merchant's name and logo to identify the Merchant as a customer of the Services, unless the Merchant opts out in writing.

16.4 Feedback the Merchant provides may be used by Capay Global without restriction or obligation.

17.1 Each party may receive confidential information of the other. The receiving party must use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to representatives who need it and are bound by confidentiality, or as required by law or a competent authority.

17.2 Confidential information does not include information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. This clause does not restrict disclosures required by Applicable Law, provided the disclosing party gives notice where lawful.

18.1 The Merchant represents and warrants, on each day it uses the Services, that: it is duly constituted and authorised to enter into these Terms; the information it provides is accurate and complete; it holds all licences and authorisations required for its business and its use of the Services; it complies with Applicable Law, AML/CFT, and Sanctions; and its use of the Services does not infringe any third party's rights.

18.2 Each party represents that it has the authority to enter into these Terms and that doing so does not breach any other agreement or law binding on it.

19.1 The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Capay Global disclaims all warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

19.2 Capay Global does not warrant that any Provider, corridor, method, or rate will be available at any given time, or that a Transaction will settle within a particular time. Capay Global is not responsible for the acts, omissions, outages, or terms of Providers, banks, schemes, or other third parties.

19.3 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

20.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or exemplary losses, or for loss of profit, revenue, goodwill, data, or anticipated savings, however arising.

20.2 Subject to clause 20.3, Capay Global's total aggregate liability arising out of or in connection with these Terms in any twelve-month period is limited to the total Fees paid by the Merchant to Capay Global for the Services in that period, except where mandatory Applicable Law does not permit that limit.

20.3 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited. The Merchant's obligations to pay Fees, chargebacks, refunds, reversals, and indemnified amounts are not subject to the cap in clause 20.2.

21.1 The Merchant will indemnify and hold harmless Capay Global, its affiliates, and their officers, employees, and agents from and against claims, losses, liabilities, fines, penalties, and reasonable costs (including legal costs) arising from: the Merchant's breach of these Terms, the Acceptable Use Policy, or Applicable Law; the Merchant's Transactions, goods, or services; chargebacks, refunds, and disputes; the Merchant's infringement of a third party's rights; and the Merchant's data-protection or AML/CFT failures.

21.2 Capay Global will notify the Merchant of a claim, allow the Merchant to control the defence of claims that are solely indemnified (subject to Capay Global's right to participate with its own counsel), and cooperate at the Merchant's expense. The Merchant may not settle a claim in a way that imposes an obligation or admission on Capay Global without its consent.

22.1 Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, government action, changes in law, Provider or network outage, telecommunications or power failure, or failure of a bank, scheme, or clearing system.

22.2 The affected party must use reasonable efforts to mitigate. If a force-majeure event continues for an extended period, either party may suspend the affected Services, and Capay Global may take steps to protect Funds and comply with Applicable Law.

23.1 The Services rely on Providers, banks, schemes, and other third parties. The Merchant's use of a Provider may be subject to that Provider's or scheme's own terms and rules, and the Merchant must comply with them where they apply to the Merchant's Transactions.

23.2 Capay Global may add, change, or remove Providers, and is not responsible for a Provider's acts, omissions, availability, fees, or terms, except as expressly stated. Where a Provider imposes a requirement, hold, or restriction, Capay Global may pass it through to the Merchant.

24.1 Each party is responsible for its part of Payment Card Industry Data Security Standard (PCI DSS) compliance in proportion to its role. Where card data is handled through Capay Global's hosted or tokenised flows, Capay Global may reduce the Merchant's scope by handling cardholder data within a PCI DSS-compliant environment, to the extent Capay Global maintains such compliance.

24.2 The Merchant must not store, log, or transmit full card numbers, magnetic-stripe data, CVV, or PIN data except as permitted by PCI DSS, must use Capay Global's approved integration methods, and must maintain PCI DSS compliance appropriate to its integration. Each party will provide evidence of its compliance on reasonable request.

25.1 Capay Global may change these Terms, the incorporated policies, Fees, and the Services. Except for changes required immediately for legal, security, or risk reasons, Capay Global will give reasonable prior notice of a material change through the dashboard, by email, or by another reasonable means.

25.2 A change takes effect on the date stated in the notice. Continued use of the Services after that date constitutes acceptance. If the Merchant does not accept a material change, its remedy is to stop using the Services and close its account before the change takes effect, subject to settlement and any Reserve period.

26.1 The Merchant may not assign or transfer these Terms or any right or obligation under them without Capay Global's prior written consent. Capay Global may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of assets, on notice to the Merchant.

27.1 These Terms are governed by the laws of the State of Wyoming, United States of America, without regard to conflict-of-laws rules, and subject to any mandatory local law that applies in a jurisdiction where the Merchant operates.

27.2 The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives. If the dispute is not resolved within thirty (30) days, it will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, United States of America, and each party submits to that jurisdiction.

27.3 Notwithstanding clause 27.2, either party may seek interim or injunctive relief from a court of competent jurisdiction, and Capay Global may bring proceedings to recover amounts owed. Any proceeding will be conducted on an individual basis; class or representative actions are not permitted to the extent lawful.

28.1 Capay Global may give notice through the dashboard, by email to the Merchant's registered address, or through the Platform. The Merchant must keep its contact details current and is deemed to receive a notice when sent or posted.

28.2 The Merchant may give notice to Capay Global at [email protected], or in writing to 10511 EastWind Way, Columbia, MD 21044, United States for formal legal notices. Data-protection requests should be sent to [email protected] as set out in the Privacy Policy and the DPA.

29.1 These Terms, with the documents they incorporate and any executed order form, are the entire agreement between the parties on their subject matter and supersede prior agreements and representations, except for fraud.

29.2 If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions continue in effect.

29.3 No failure or delay in exercising a right is a waiver of it. There is no partnership, agency, joint venture, or employment relationship between the parties beyond the facilitation role described in clause 6. Headings are for convenience only. These Terms may be executed and accepted electronically.

30.1 Operational and support enquiries: [email protected]. Legal notices: Capay Global LLC, 10511 EastWind Way, Columbia, MD 21044, United States. Data protection: [email protected].

30.2 Related documents: the Acceptable Use Policy, the Data Processing Addendum, the AML/KYC Notice, the Privacy Policy, and the Cookie Policy are cross-linked and form part of the Merchant's agreement where incorporated.