1. Parties and status of this agreement
1.1 This Merchant Agreement (the “Agreement”) is between:
- Smart Edge Tech Limited, a company registered in Zambia, trading as Lyonga (“Lyonga”, “we”, “us” or “our”); and
- the business named in the approved merchant application (the “Merchant” or “you”).
- Legal name: Smart Edge Tech Limited, trading as Lyonga
- Company registration number: [TBC]
- Registered address: [Registered address TBC], Lusaka, Zambia
- Telephone: [Phone TBC]
1.2 This Agreement takes effect when we confirm in writing that your merchant application has been approved (the “Effective Date”). Accepting this Agreement during the application does not oblige us to approve your application.
1.3 This Agreement is made up of these terms, your Pricing Schedule, any additional terms for specific payment methods or products that we give you in writing, our Terms and Conditions, and our Refunds and Disputes policy. If they conflict, the order of priority is: the Pricing Schedule, any additional terms, these terms, then the other documents.
2. Definitions
2.1 In this Agreement:
- “API Keys” means the credentials we issue to you to access the API, including secret keys, publishable keys and webhook signing secrets.
- “Approved Payment Methods” means the payment methods we have enabled for your account in writing, after the approvals described in clause 5.
- “Business Day” means a day other than a Saturday, Sunday or public holiday in Zambia.
- “Chargeback” means a demand by a payment network, issuer or provider to reverse a Transaction, usually following a Customer dispute.
- “Customer” means a person who pays you, or tries to pay you, through the Services.
- “Fees” means the fees and charges set out in your Pricing Schedule.
- “Payment Provider” means a mobile network operator, bank, card network or other provider that operates an Approved Payment Method.
- “Pricing Schedule” means the written schedule of Fees, settlement timing and any Reserve agreed between you and us.
- “Reserve” means an amount we hold back from settlement as security for your obligations under this Agreement.
- “Reversal” means a Transaction that is cancelled, reversed or recalled after it was recorded as successful, for any reason other than a Refund.
- “Refund” means the return of all or part of a Transaction to a Customer that you start.
- “Services” means the Lyonga platform, merchant dashboard, API, sandbox and related services.
- “Settlement” means payment to your nominated bank account of the funds due to you from Transactions, after deductions allowed by this Agreement.
- “Transaction” means a payment from a Customer to you processed through the Services.
3. The role of Lipila
3.1 Smart Edge Tech Limited operates the Lyonga platform in partnership with Lipila, a licensed payment service provider in Zambia. Payment services under this Agreement are provided under Lipila's licence.
3.2 You agree that Lipila may take part in reviewing your application, may set or approve risk, compliance and settlement requirements that apply to your account, and may require us to suspend, restrict or close your account where its regulatory obligations require it.
3.3 You agree that we may share information about you, your account and your Transactions with Lipila for these purposes, as described in our Privacy Policy.
3.4 Unless Lipila agrees otherwise in writing, your contract for the Services is with Smart Edge Tech Limited.
4. Onboarding and verification
4.1 Before we approve your account and at any time afterwards, we and Lipila may verify information about your business and the people connected with it, including directors, shareholders, beneficial owners and authorised signatories.
4.2 You must:
- give us complete, accurate and current information and documents when we ask for them;
- tell us in writing within 5 Business Days of any material change, including a change of ownership, control, directors, business activities, bank account, address or website; and
- allow us to carry out checks with credit reference, identity verification, sanctions screening and public registry services.
4.3 We may decline an application, or approve it with conditions such as transaction limits, a Reserve or delayed Settlement. We do not have to give reasons where the law or our risk policies prevent it.
5. Payment methods and going live
5.1 You may accept payments only through Approved Payment Methods. A payment method is enabled for your account only after we, Lipila and, where needed, the relevant Payment Provider have approved it.
5.2 Sandbox access lets you test your integration. Live processing starts only once we confirm in writing that all required approvals are in place.
5.3 Payment Providers may set their own rules, limits and requirements. You must follow any such rules that we tell you about. We may withdraw an Approved Payment Method if a Payment Provider withdraws or changes its service, or where needed for risk or compliance reasons.
6. Anti-money laundering and compliance
6.1 You must comply with all laws that apply to your business and your use of the Services, including anti-money laundering, counter-terrorist financing, sanctions, consumer protection, tax and data protection laws in Zambia.
6.2 You must not use the Services to:
- process payments for any business other than your own, or act as a payment aggregator, unless we agree in writing;
- split transactions to avoid limits or monitoring;
- process payments that do not relate to a genuine sale of goods or services; or
- receive funds connected with crime, or deal with any person subject to sanctions.
6.3 You must co-operate with any request for information from us or Lipila about your business, your Customers or a Transaction, within the time we reasonably set.
6.4 We and Lipila may monitor Transactions and may be required by law to report suspicious activity to the Financial Intelligence Centre or other authorities. We may not be allowed to tell you that we have done so.
7. Permitted use and restricted businesses
7.1 You may use the Services only for the business activities described in your approved application. You must ask us before you change them or add a new website, app or trading name.
7.2 We do not accept, or accept only with our prior written approval and extra checks, businesses that involve:
- illegal goods or services, or goods that infringe intellectual property rights;
- gambling, betting or lotteries, unless properly licensed in Zambia;
- weapons, ammunition or explosives;
- controlled drugs, unlicensed pharmaceuticals or drug paraphernalia;
- adult content or services;
- virtual currencies, crypto-assets or other unregulated financial products;
- money transfer, foreign exchange or other financial services that require a licence you do not hold;
- pyramid schemes, multi-level marketing or get-rich-quick schemes;
- debt collection or credit repair; or
- any other activity that we or Lipila tell you presents unacceptable legal, reputational or financial risk.
7.3 We may update the restricted list by giving you notice under clause 25.
8. Fees
8.1 You must pay the Fees set out in your Pricing Schedule, which is agreed with you in writing. Unless the Pricing Schedule says otherwise, Fees are shown exclusive of value added tax and other applicable taxes.
8.2 We may deduct Fees, Refunds, Chargebacks, Reversals and any other amounts you owe us from Settlement. If Settlement is not enough, you must pay the balance within 10 Business Days of our invoice or request.
8.3 We may change the Fees by giving you at least 30 days' written notice, unless the change results from a change in Payment Provider or regulatory charges that we cannot control, in which case we will give as much notice as we reasonably can. If you do not accept a change, you may end this Agreement under clause 19 before the change takes effect.
8.4 Fees already charged are not refunded when you refund a Transaction, unless your Pricing Schedule says otherwise.
9. Settlement
9.1 We will settle the funds due to you to the bank account you nominated and we verified, on the timing set out in your Pricing Schedule, once we have received the funds from the relevant Payment Provider.
9.2 Settlement will be in Zambian kwacha unless your Pricing Schedule says otherwise. You must check Settlement reports and tell us of any error within 30 days of the Settlement date.
9.3 We may delay, suspend or withhold all or part of a Settlement where we reasonably believe that:
- a Transaction is fraudulent, unauthorised, unlawful or in breach of this Agreement;
- there is a significant risk of Refunds, Chargebacks or Reversals, including an unusual increase in them;
- we need to complete a compliance check or respond to a request from Lipila, a Payment Provider, a regulator or a court; or
- you are insolvent, or there is a material adverse change in your business.
9.4 Where we delay or withhold Settlement, we will tell you, unless the law prevents us, and will release the funds when the reason no longer applies, after deducting any amounts you owe us.
9.5 No interest is payable on funds held pending Settlement or in a Reserve.
10. Refunds
10.1 You may refund a Transaction, in full or in part, through the dashboard or the API, where the payment method used supports refunds. The amount refunded must not exceed the original Transaction.
10.2 You must process Refunds in line with the refund policy you show to Customers and with consumer protection law. You must not refund in cash or by any other method a Transaction made through the Services, unless we agree, to avoid duplicate refunds.
10.3 How long a Refund takes to reach a Customer depends on the payment method and the Payment Provider. We will deduct each Refund from your Settlement or available balance. More detail is in our Refunds and Disputes policy.
11. Chargebacks, disputes and reversals
11.1 A Customer, Payment Provider or Lipila may dispute or seek to reverse a Transaction. You are responsible for every Chargeback, dispute and Reversal relating to your Transactions, together with any fees or penalties charged by a Payment Provider.
11.2 When we tell you about a dispute, you must respond within the deadline we give you and provide the evidence we ask for, such as proof of delivery, receipts, communications with the Customer and your terms of sale. If you do not respond in time, the dispute may be decided against you.
11.3 The outcome of a dispute is decided by the Payment Provider or under its rules, or by us and Lipila where the rules allow. We will pass on the decision and any reasons we receive.
11.4 Where a dispute is decided against you or a Transaction is reversed, we may deduct the amount and any associated fees from your Settlement, Reserve or balance, or ask you to pay it.
11.5 If your level of disputes, Chargebacks, Refunds or fraud is excessive, we may apply a Reserve, change your Settlement timing, limit your Transactions, or suspend or end this Agreement.
12. Reserves
12.1 We may require a Reserve, at approval or later, if we reasonably consider it necessary to cover the risk of Refunds, Chargebacks, Reversals, Fees, fines or other amounts you may owe. The amount and terms will be set out in your Pricing Schedule or in a written notice explaining the reasons.
12.2 We may fund the Reserve from Settlement or ask you to pay it directly. We may use the Reserve to pay any amount you owe under this Agreement.
12.3 After this Agreement ends, we will release the Reserve, less any amounts you owe, once we reasonably consider that the risk of further disputes and Reversals has passed. We will tell you the expected holding period when the Agreement ends.
13. Your obligations to your customers
13.1 You must:
- display clear terms of sale, including your business name, contact details, prices (including taxes and delivery charges), and how and when goods or services will be provided;
- display a clear refund and cancellation policy before the Customer pays, and follow it;
- give the Customer a receipt or confirmation for each Transaction, showing the amount, date, your business name and the transaction reference;
- make sure your trading name, as it appears to Customers, is one we have approved, so that Customers recognise the payment;
- deal promptly and fairly with Customer enquiries and complaints, and tell Customers how to contact you; and
- comply with consumer protection law, including the Competition and Consumer Protection Act No. 24 of 2010.
13.2 You must not charge Customers a surcharge or fee for using a particular payment method unless the law and the Payment Provider's rules allow it and you clearly disclose it beforehand.
14. Data protection
14.1 Each party must comply with the Data Protection Act No. 3 of 2021 and any other data protection law that applies to it.
14.2 You are the data controller for the personal data of your Customers that you collect and use for your own business. When we process that data to provide the Services on your instructions, we act on your behalf, will process it only on your documented instructions and will keep it secure and confidential.
14.3 We, and Lipila, act as data controllers in our own right where we process personal data for our own legal and regulatory obligations, such as verification, anti-money laundering checks, fraud prevention and record keeping.
14.4 You must tell your Customers, in your own privacy notice, that their payment data will be shared with payment service providers to process their payments, and you must have a lawful basis for sending us any personal data.
14.5 Each party will tell the other without undue delay after becoming aware of a personal data breach that affects the other party's data, and will co-operate in responding to it and to data subject requests.
14.6 Our Privacy Policy explains how we handle personal data.
15. Security and API keys
15.1 You are responsible for the security of your systems and your account. In particular, you must:
- keep secret API Keys and webhook signing secrets confidential, store them only on your servers, and never put them in a website, mobile app or public code repository;
- verify the signature of every webhook before relying on it;
- limit access to your account to authorised users, use multi-factor sign-in, and remove access promptly when someone leaves;
- not store payment credentials, such as card numbers or PINs, unless you are authorised to and meet the applicable security standards; and
- keep your systems and software up to date and protected against malicious code.
15.2 You must tell us immediately at support@lyonga.com if you suspect that an API Key or account has been compromised, and rotate the affected keys. You are responsible for Transactions and actions made with your API Keys or account until you tell us, unless they result from our breach of this Agreement.
15.3 We will maintain technical and organisational security measures appropriate to the Services.
16. Confidentiality
16.1 Each party must keep confidential the other party's non-public information that it receives under this Agreement, including Fees, technical information and business information, and use it only to perform this Agreement.
16.2 This does not apply to information that is public through no fault of the receiving party, that the receiving party already lawfully had, or that must be disclosed by law, a regulator, a court or, in our case, to Lipila and Payment Providers to provide the Services.
16.3 This clause continues for 5 years after this Agreement ends.
17. Intellectual property
17.1 We, or our licensors, own all intellectual property rights in the Services. During this Agreement we give you a non-exclusive, non-transferable licence to use the Services, documentation and API for your own business in line with this Agreement.
17.2 You give us a non-exclusive licence to use your name and logo to provide the Services, such as on payment pages and receipts. We will not name you as a customer in our marketing without your written consent.
17.3 You must not copy, modify, reverse engineer or resell the Services, except as the law allows.
18. Suspension
18.1 We may suspend or restrict all or part of the Services, or individual Transactions, if:
- you breach this Agreement or we reasonably suspect that you have;
- we reasonably suspect fraud, money laundering or other unlawful activity;
- we are required to by law, a regulator, a court, Lipila or a Payment Provider;
- your account presents an unacceptable level of risk; or
- we need to protect the security or integrity of the Services.
18.2 We will tell you about a suspension and its reasons, unless the law prevents us, and will lift it once the reason has been resolved.
19. Termination
19.1 You may end this Agreement at any time by giving us 30 days' written notice.
19.2 We may end this Agreement by giving you 30 days' written notice. We may end it immediately by written notice if any of the reasons in clause 18.1 applies and has not been resolved, if you become insolvent, if Lipila's partnership with us or its licence no longer permits us to provide the Services to you, or if you materially breach this Agreement and, where the breach can be remedied, do not remedy it within 10 Business Days of our notice.
19.3 When this Agreement ends:
- you must stop using the Services and we will disable your API Keys;
- you remain responsible for all Transactions processed before termination, including later Refunds, Chargebacks and Reversals;
- we may hold funds and the Reserve as described in clauses 9 and 12; and
- we will keep records as required by law, as described in our Privacy Policy.
19.4 Clauses that by their nature are meant to continue after termination, including clauses 8, 9, 11, 12, 14, 16, 20, 21, 23 and 24, continue to apply.
20. Limitation of liability
20.1 Nothing in this Agreement limits or excludes liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot be limited or excluded by law.
20.2 Subject to clause 20.1, neither party is liable to the other for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
20.3 Subject to clause 20.1, our total liability to you in any 12-month period arising under or in connection with this Agreement is limited to the total Fees you paid to us in the 12 months before the event giving rise to the claim. This limit does not apply to our obligation to settle to you funds that we have received and that are due to you under this Agreement.
20.4 We are not liable for any failure or delay caused by a Payment Provider, a telecommunications or power failure, or any other event beyond our reasonable control, but we will take reasonable steps to reduce the effect.
21. Indemnity
21.1 You will compensate us and Lipila for any loss, liability, cost (including reasonable legal costs), fine or penalty that we or Lipila suffer arising from: your breach of this Agreement; your breach of law; any dispute between you and a Customer; your goods or services; or the misuse of your account or API Keys, except to the extent it was caused by our breach of this Agreement or our negligence.
22. Records and audit
22.1 You must keep records of your Transactions, the goods and services supplied, and your dealings with Customers for at least the period required by applicable law, and give us copies on reasonable request where we or Lipila need them to meet a legal or regulatory obligation or to handle a dispute.
23. Governing law
23.1 This Agreement is governed by the laws of the Republic of Zambia.
24. Dispute resolution
24.1 If a dispute arises between you and us under this Agreement, either party may give written notice of it to the other. Senior representatives of both parties will meet, in person or online, within 15 Business Days of the notice to try to resolve it in good faith.
24.2 If the dispute is not resolved within 30 Business Days of the notice, either party may refer it to arbitration in Lusaka under the Arbitration Act No. 19 of 2000, before a single arbitrator agreed by the parties or, failing agreement, appointed in accordance with that Act. The arbitration will be conducted in English.
24.3 Nothing in this clause stops either party from seeking urgent relief from the courts of Zambia, or from complying with a direction of a regulator.
25. Notices
25.1 We may give you notices by email to the contact address on your account, through the dashboard, or by post to your registered address. Notices by email or dashboard are treated as received on the next Business Day after they are sent.
25.2 You must send legal notices to us by email to compliance@lyonga.com and by post to Smart Edge Tech Limited, [Registered address TBC], Lusaka, Zambia. Everyday operational requests should go to support@lyonga.com.
26. Changes to this agreement
26.1 We may change this Agreement by giving you at least 30 days' notice under clause 25. If you do not agree, you may end this Agreement before the change takes effect without paying any termination charge.
26.2 We may make a change with shorter notice, or immediately, where it is required by law, a regulator, Lipila or a Payment Provider, or to address a security risk. We will tell you as soon as we reasonably can.
26.3 Changes to your Pricing Schedule are made under clause 8.3.
27. General
27.1 You may not assign or transfer this Agreement without our written consent. We may assign it to another member of our group, to Lipila, or to a buyer of our business, by giving you notice.
27.2 Nothing in this Agreement creates a partnership, joint venture or agency between you and us.
27.3 If any part of this Agreement is unenforceable, the rest continues to apply. A failure or delay in enforcing a right is not a waiver of it.
27.4 This Agreement is the entire agreement between the parties about its subject matter and replaces any earlier discussions or arrangements.
27.5 Except for Lipila, which may rely on clauses 3, 6 and 21, no person other than the parties has any right to enforce this Agreement.