“Agent’s Paymaart Account” means the Paymaart Account opened in the name of the Agent and featuring a unique Paymaart ID.

1.1.3. “Agent’s SIM Card” means the mobile network SIM Card and assigned MSISDN registered...

1.1.4. “Agent Services” means such of the services and functions as are from time to time undertaken by the Agent pursuant to this Agreement in connection with the Paymaart Services including, but not limited to, the registration of Customers, facilitating Cash-in and Cash-out Transactions and payments to Customers, Merchants and/or Merchant Billers

1.1.5. “Agreement” means this agreement and all Sections hereto;

1.1.6. “Applicant” means any person who applies or is in the process of applying for a Paymaart Account through the Agent;

1.1.7. “Balance” means the amount of e-money from time to time standing to the credit of the Agent’s Paymaart Account;

1.1.8. “Cash Float” means the cash to be provided and maintained by the Agent at the Outlet for the provision of the relevant Agent Services;

1.1.9. “Cash-in Fee” means the fee payable by Customer, if and where applicable, to Paymaart for each Cash-in Transaction undertaken by the Agent at the Customer’s request;

1.1.10. “Cash-in Transaction” means the payment of cash by the Customer to an Agent for the purchase of e-money from the Agent to be credited to a Paymaart Account;

1.1.11. “Cash-out Fee” means the fee payable by Customer to Paymaart for each Cash-out Transaction undertaken by the Agent at Customer’s request;

“Cash-out Transaction” means the process of redeeming e-money from a Customer’s Paymaart Account for cash or real-money from an Agent;

“Commission” has the meaning specified in clause 5.1 and includes all applicable taxes.

“Confidential Information” means all trade secrets, know-how, information and data (including all financial, legal, marketing, technical and other knowledge and information), whether or not in material form, relating to Paymaart and the Paymaart Services and all other confidential information disclosed by or on behalf of either Party to the other including this Agreement;

1.1.15. “Confirmation Message” means a message containing a summary of the transaction details which is delivered to both the Originating Party and the Recipient upon settlement of a Paymaart Transaction;

1.1.16. “Contract Period” means the initial period of Twelve (12) months from the Effective Date and subject to the rights of earlier termination shall automatically be renewed for further periods of Twelve (12) months each until terminated in accordance with clause 13.2 or 13.3;

1.1.17. “Customer” or “Member” means every person (including the Agent, Merchant or Merchant Biller) in whose name a Paymaart Account is KYC Registered in connection with the use of Paymaart Services;

1.1.18. “Equipment” means any equipment, device or apparatus supplied by Paymaart to the Agent for use in connection with the Agent Services;

1.1.19. “E-money” means the electronic value recorded in a Customer’s Paymaart Account, such electronic value representing that Customer’s entitlement to an equivalent amount of the cash amount held in the Trust Account;

1.1.20. “ID” means a person’s Malawi or other country national identity card or passport or other official document that confirms the holder’s identity for the purposes of KYC Registration;

1.1.21. “KYC Registration” means the structured registration process setting out required registration details and acceptance of the relevant Paymaart Terms & Conditions by a Customer, Agent or Merchant;

1.1.22. “Minimum Balance” means the e-money equivalent to MWK 100,000 (One hundred thousand Malawi Kwacha) and Physical Cash Float equivalent to MWK 100,000 (One hundred thousand Malawi Kwacha) for each agent Outlet as may be specified by Paymaart from time to time;

1.1.23. “Mobile Equipment” means the Mobile Phone and the Agent’s SIM Card;

1.1.24. “Mobile Phone” means the Agent’s mobile phone handset;

1.1.25. “MSISDN” means the Mobile Station International Subscriber Directory Number that is registered by Customer for the purpose of accessing the Paymaart Platform;

1.1.26. “Outlet” means the physical address or premises being the Agent’s place of business from which the Agent provides the Agent Service;

1.1.27. “Originating Party” means a person who initiates a Paymaart transaction whereby e-money is transferred to a Recipient;

1.1.28. “Party” means a party to this Agreement and “Parties” shall be construed accordingly;

1.1.29. “Pay-in” means the payment of cash or real money to Paymaart for the purchase of an equivalent amount of e-money;

1.1.30. “Paymaart ID” means the unique reference number provided to Paymaart members, including Agents, Merchants and Merchant Billers that, alongside their MSISDN, uniquely identifies their Paymaart account and is quoted in all Paymaart transactions;

1.1.31. “Paymaart Account” means a Customer’s Paymaart Account being the record maintained by Paymaart of the amount of e-money held by the Customer and represented by an equivalent amount of cash or real money held by Paymaart in the Trust Account on the Customer’s behalf;

1.1.32. “Paymaart Customer Terms & Conditions” means the agreement governing the relationship between Paymaart and its Customers in connection with the Paymaart Services as varied by Paymaart from time to time;

1.1.33. “Paymaart Agent Manual” means the manual issued to the Agent setting out the procedures, guidelines, methods of operation and other practical matters relevant to the provisions of the Agent Services as updated or amended from time to time by Paymaart;

1.1.34. “Paymaart Instruction” means an instruction given via Mobile App or SMS to Paymaart for the transfer of e-money from one Customer to another or otherwise to execute a Paymaart Transaction;

1.1.35. “Paymaart Member” or “Member” means an existing user of Paymaart’s services on the Paymaart Platform;

1.1.36. “Paymaart PIN” or “PIN” means a six (6) digit personal identification number being the secret code that the Agent chooses to access and operate the Agent’s Paymaart Account;

1.1.37. “Paymaart Services” means the services provided by Paymaart for the issue and redemption of e-money and the transfer of e-money between Customers on the basis of Paymaart Instructions including the recording of all Paymaart Transactions, verifying and confirming all Paymaart Transactions concluded and updating Paymaart Account records;

1.1.38. “Paymaart Platform” or “Paymaart” means the system operated by Paymaart providing the Paymaart Services;

1.1.39. “Paymaart Trademarks” & “Trade Names” means the Paymaart name and Logo belonging to Paymaart and which may only be used by the Agent in accordance with the provisions of this Agreement;

1.1.40. “Paymaart Transaction” means any transaction which results in a Customer’s Paymaart Account being credited or debited with e-money pursuant to a Paymaart Instruction;

1.1.41. “Paymaart User Guide” means the document describing the Paymaart Platform and its use;

1.1.42. “Pay-out” means the payment of cash or real money by Paymaart into the bank account of a Paymaart Customer, Agent, Merchant or Merchant Biller, in exchange for an equivalent amount of e-money;

1.1.43. “Price List” means the document setting out the Transaction Fees for Paymaart Services including Cash-in Fees and Cash-out Fees as published and updated by Paymaart from time to time;

1.1.44. “Recipient” means Customer (which may include the Agent) designated by the Originating Party to receive e-money;

1.1.45. “SIM Card” means the subscriber identity module which when used with the appropriate mobile phone equipment and mobile network service enables Customer to use the Paymaart Services;

p>1.1.46. “SMS” means a short message service consisting of a text message transmitted from one MSISDN to another;

“Supporting Documents” means all identification and other documents required to be presented by Applicants during the online KYC Registration process in support of their application for a Paymaart Account as are more particularly set out in Annex 2;

“Transactions” means Cash-in Transactions, Cash-out Transactions, Customer, Agent, Merchant and Merchant Biller Transactions;

“Transaction Fees” means the actual charges payable by Customers for use of the Paymaart Services as published from time to time in the Price List or on Paymaart’s website;

“Transaction Limits” means the limits placed by Reserve Bank of Malawi with respect to the value of the Transactions that may be executed by the Agent at the Outlet as specified in Annex 3;

“Trust Account/s” means the bank account/s maintained by Paymaart into which all payments are made and held by Paymaart on behalf of Customers.

2.1 Paymaart hereby appoints the Agent as an independent provider, on a non-exclusive basis, of the Agent Services for the Contract Period and the Agent hereby accepts such appointment on a non-exclusive basis and agrees to provide the Agent Services in accordance with the terms of this Agreement and the Paymaart Agent Manual and to perform such other acts, functions and services as it is specifically required to do pursuant to the terms of this Agreement

2.2. It is hereby agreed and declared that no agency relationship exists between the Parties and the Agent undertakes that it shall not hold out as being Paymaart’s agent in any way or for any purpose whatsoever.

Each Party shall at all times comply with all applicable laws and regulations in Malawi.

3.1. The Agent undertakes, in accordance with the terms of this Agreement and the Paymaart Agent Manual, to:

3.1.1. use its best endeavours to register new Customers, including other Agents, Merchants and Merchant Billers, for the Paymaart Services;

3.1.2. facilitate and undertake Cash-in Transactions, Cash-out Transactions, Payments to other Customers, Merchants and Merchant Billers on behalf of Customers;

3.1.3. perform such other services and functions ancillary to the above in connection with the Paymaart Services as may be specified by Paymaart from time to time.

4.1. The Agent agrees to comply in all respects and at all times with its obligations as set out in this Agreement and to follow all procedures laid down herein and in the Paymaart Agent Manual.

4.2. The Agent shall forthwith upon execution of this Agreement, if not already done prior to such execution, register with Paymaart as a Customer and open a Paymaart Account in its name (the “Agent’s Paymaart Account”) by completing, signing and submitting Paymaart’s KYC Registration process requirements.

4.3. The Agent shall ensure that at all times during the Contract Period the Balance shall not fall below the Minimum Balance.

4.4. In facilitating the registration of new Customers, the Agent shall:

• 4.4.1. Ensure that the Applicant is a mobile network Subscriber with an Active SIM Card;
• 4.4.2. Ensure that KYC Registration is completed accurately and submitted by or on behalf of the Applicant;
• 4.4.3. Ensure that all Supporting Documents provided are complete and uploaded to Paymaart;
• 4.4.4. Ensure that the details contained in KYC Registration are verified against the Supporting Documents;
• 4.4.5. Ensure that copies of all Supporting Documents are verified against and conform to the originals thereof;
• 4.4.6. Satisfy him/herself as to the identity of the Applicant;
• 4.4.7. Ensure that the duly completed KYC Registration and Supporting Documents received by the Agent are uploaded to Paymaart Platform for validation and processing.

4.5. Upon submission of an Applicant’s KYC Registration Process duly completed together with all Supporting Documents, and subject to the provisions of clause 4.4, the Agent will request Paymaart to open and activate a Paymaart Account in the name of the Applicant using the Mobile Equipment.

4.6. The Agent shall use every effort to assist Applicants with respect to the KYC Registration process and initial operation of their Paymaart Accounts.

4.7. The Agent must decline to register an Applicant and shall not request Paymaart to open a Paymaart Account for the Applicant where he/she is not satisfied with the proof of the Applicant’s identity.

4.8. The Agent shall use its best efforts to ensure that he/she is in a position to undertake Cash-in Transactions and Cash-out Transactions requested by Customers at all times during the Contract Period.

4.9. In order to facilitate Cash-in Transactions, the Agent shall ensure that the Balance does not fall below the Minimum Balance and in the event that the Balance does fall below the Minimum Balance, the Agent shall immediately execute a Payment of a sufficient amount of money to raise its Balance to at least the Minimum Balance.

4.10. In order to facilitate Cash-out Transactions, the Agent shall ensure that all times he/she maintains a minimum Cash Float of one hundred thousand Malawi Kwacha (100,000 MWK) or such other amount as may be specified by Paymaart from time to time.

4.11. The Agent must ensure that in undertaking any Cash-out Transactions, cash payments are only made upon:

• 4.11.1. sufficient sums being available in its Cash Float;
• 4.11.2. checking the accuracy and completeness of the relevant Confirmation SMS; and
• 4.11.3. being satisfied that the recipient of the cash payments is the owner of the mobile phone on which the relevant Paymaart Instruction with respect to the Cash-out Transaction is being transmitted by verifying the Customer’s ID against the details provided in the Confirmation SMS.

4.12. In the event that the Agent has insufficient cash funds available in his Cash Float to execute a Cash-out Transaction, it must decline to carry out the Cash-out Transaction.

4.13. All Equipment supplied to the Agent by Paymaart pursuant to the delivery of the Paymaart Services shall remain the property of Paymaart and Paymaart shall replace any lost Equipment or Equipment damaged by wear and tear except where such loss or damage was caused by the Agent’s neglect or lack of care.

4.14. Notwithstanding clause 4.13, the Agent shall keep and maintain all Equipment and the Mobile Equipment in working order to the best of its ability, for use only for the purposes of facilitating the Agent Services and in connection with the Paymaart Services and shall ensure that any damage to or loss or theft of the Equipment is immediately reported to Paymaart forthwith and in any event within Twenty-four (24) hours after the occurrence of such damage loss or theft. The Agent shall indemnify Paymaart against all claims, costs and consequences that may arise as a result of any breach of this clause.

4.15. The Agent shall only use the Paymaart Trademarks for the purposes of promoting the Paymaart Services and for providing the Agent Services during the Contract Period and for no other purpose whatsoever.

4.16. The Agent shall only provide the Agent Services at the agreed Outlet within any Transaction Limits placed on such Outlet.

4.17. The Agent shall at all times comply with the terms of this Agreement and the procedures set out in the Paymaart Agent Manual as updated from time to time.

4.18. The Agent shall notify Paymaart of any event or circumstance that may have a material adverse effect on the Agent’s business and its ability to perform its obligations hereunder immediately and in any event within Five (5) calendar days of the occurrence of such event or circumstance.

4.19. The Agent shall comply in all respects with all applicable laws, ordinances, regulations, rules and orders applicable to it, its business and the use by it of the Equipment and Mobile Equipment, as well as in connection with the Agent services including, but not limited to, any anti-money laundering and anti-terrorist financing laws and regulations.

4.20. The Agent shall obtain and maintain all applicable licenses and permits required to conduct its business.

4.21. The Agent shall not be entitled to assign this Agreement to any other person without the prior written consent of Paymaart.

5.1. In consideration of the Agent providing the Agent Services, Paymaart will pay the Agent a commission for every Paymaart Account opened pursuant to successful registration of a Customer by the Agent at the rates specified in Annex 1 (the “Commission”). The Commission due to the Agent will be paid by e-money to be credited to the Agent’s Paymaart Account upon validation of each Paymaart Account registered by the Agent.

5.2. The Commission may be amended by Paymaart from time to time and such amendment shall be notified to the Agent through mobile app notification, email and/or SMS within Seven (7) days of the amendment. The Agent will be required to accept the amendment of the Commission upon receipt of Paymaart’s notification, via the mobile app, or by email, as proof of acceptance by the Agent of the amended Commission.

5.3. The Agent will be responsible for any deductions or tax required to be paid by law on the Commission received.

5.4. Paymaart shall charge the Customer Cash-in Fees and Cash-out Fees, as prescribed from time to time by Paymaart in the Price List, and the Commission set out in Annex 1 shall be payable by Paymaart to the Agent for each Cash-in Transaction or Cash-out Transaction undertaken by the Agent at the Customer’s request.

5.5. Paymaart shall pay the Commissions for each month’s Transactions to the Agent at the end of the following month in accordance with Clause 5.1.

5.6. No warranties or representations are made by Paymaart with respect to potential revenues that may be earned by the Agent from the provision of the Agent Services or otherwise in connection with the Paymaart Services and no reliance should be placed on any statements or projections provided, whether in writing or verbally, in this regard.

6.1. The Agent shall treat as confidential all information relating to Applicants, Customers, and Transactions.

6.2. Each Party agrees to keep the Confidential Information confidential and agrees that it shall not without the prior written consent of the owner of the Confidential Information, disclose such Confidential Information either directly or by its representatives, employees, and/or agents, to any person or in any manner whatsoever, in whole or in part. The Parties agree that the Confidential Information shall not be used by the Parties or their representatives, employees, and/or agents other than in connection with this Agreement and each Party shall be responsible for and indemnify the other against any loss suffered as a result of any breach of this clause by their representatives, employees, and/or agents.

6.3. The Parties agree that the Confidential Information shall so remain until such information becomes part of public domain through no fault or breach of this Agreement.

7.1. The Agent shall ensure that all records in relation to the provision of the Agent Services are kept confidential including that:

• 7.1.1. The Agent shall not be privy to a customer’s PIN;
• 7.1.2. The Agent shall not share data received from customers/prospective customers with any third party;
• 7.1.3. The Agent shall not share any transaction history or pattern of customers/prospective customers with any third party;
• 7.1.4. The Agent shall not share the customers’ account details with any third party.

8.1. In the event of any loss or theft of the Agent’s SIM Card the Agent must notify PaySimati immediately in accordance with the PaySimati Agent Manual in order that PaySimati may disable the same to prevent its further unauthorized use. The Agent is responsible for any losses costs and expenses incurred in the period between the losses or theft of the Agent’s SIM Card and such time as PaySimati shall have received written notice of such loss or theft.

8.2. The Agent is responsible for the safekeeping and proper use of the Mobile Equipment, and for keeping the PIN secret, and for all PaySimati Instructions initiated using the PIN. The Agent shall indemnify and keep PaySimati indemnified against any and all actions, claims, demands, damages, liability, costs and expenses whatsoever and howsoever arising as a result of any negligent or wrongful use of the Mobile Equipment or PIN.

8.3. The Agent must not use the Mobile Equipment to commit any offence under any applicable law.

9.1. PaySimati shall supply and make available to the Agent the PaySimati mobile applications for smartphone devices running iOS and/or Android operating systems for access to PaySimati Platform.

9.2. PaySimati shall ensure that the Agent’s SIM Card and associated MSISDN is enabled to perform the relevant functionality with respect to KYC Registration of Customers.

9.3. PaySimati will validate new PaySimati Accounts upon receipt of the relevant KYC Registration and Supporting Documents duly uploaded to the PaySimati Platform by the Agent.

9.4. PaySimati reserves the right to disable the Agent’s access to the PaySimati Platform or PaySimati System at any time if it determines, at its sole discretion, that the Agent’s Account is being used unlawfully or for purposes other than in connection with the Agent Services or PaySimati Services or that the Agent is not complying with the terms of this Agreement and/or the PaySimati Agent Manual.

9.5. PaySimati excludes warranties of all kinds and shall not be liable for any costs, loss, liability or damage whether direct, special or consequential whatsoever and howsoever arising whether from any suspension or termination of this Agreement or otherwise.

9.6. PaySimati will provide the PaySimati Agent Manual to the Agent as soon as practicable after execution of this Agreement.

9.7. PaySimati shall have the right at any time during the Contract Period to inspect the Agent’s business premises, Outlets and business operations to ensure compliance with the terms of this Agreement.

9.8. PaySimati reserves the right to vary the terms of this Agreement, the PaySimati Agent Manual and the rates at which the Commission is payable at any time and for any reason whatsoever. Variations will be notified by way of email message, Mobile application Notification, SMS, or on PaySimati’s Website and/or by using any other suitable means and the Agent shall be deemed to have been notified of any such variations whether or not they have actually come to the Agent’s attention. By continuing to use the PaySimati Service after any such variation, the Agent shall be deemed to have agreed to the variations.

10.1. PaySimati shall provide the Agent with branding and advertising material at no cost but which shall at all times remain the property of PaySimati returnable on demand or upon termination of this Agreement.

10.2. The Agent shall erect, display and use all such branding and advertising material in such manner as PaySimati requires.

10.3. The Agent agrees that all goodwill accruing to any of the PaySimati Trademarks & Trade Names by virtue of the use thereof by the Agent in accordance with this Agreement shall accrue to PaySimati and that the Agent acquires no rights in any of the PaySimati Trademarks & Trade Names or other intellectual property of PaySimati.

10.4. The Agent shall promptly notify PaySimati of any actual, threatened or suspected infringement or improper or wrongful use of any PaySimati Trademarks & Trade Names or other intellectual property rights belonging to PaySimati which comes to the Agent’s attention or notice.

10.5. The Agent shall, at the expense of PaySimati, take all reasonable measures to assist PaySimati to protect and maintain PaySimati’s intellectual property rights and shall display at the Outlet, and on all stationery and literature used by the Agent, the text as specified by PaySimati from time to time disclosing to the public that the Agent is authorized by PaySimati to provide the Agent Services and is not a branch or agent of PaySimati. The Agent shall also display at the Outlet such notices with respect to trade or service marks or copyright as PaySimati may specify from time to time.

10.6. The Agent shall procure that its employees, servants or agents shall only use the PaySimati Trademarks & Trade Names, or any other intellectual property of PaySimati which the Agent is authorized to use, only in accordance with and for the purposes of this Agreement.

11.1. The Agent shall not be liable whatsoever for any loss or damage that is occasioned to PaySimati under the following circumstances:

11.2. Where loss or damage is caused by the following excepted risks:

• 11.2.1. War, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority;
• 11.2.2. Ionizing radiation from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel;
• 11.2.3. Radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof;
• 11.2.4. Any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter;
• 11.2.5. Radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter unless it is a radioactive isotope, other than nuclear fuel, being prepared, carried, stored or used for commercial, agricultural, medical, scientific or other similar peaceful purposes;
• 11.2.6. Chemical, biological, bio-chemical or electromagnetic weapons used in connection with an act of terrorism;
• 11.2.7. Acts of terrorism to the extent not covered by the Agent’s insurance.

11.3. Where loss or damage is caused by technological lapses, for instance where a customer unknown to the Agent simultaneously/concurrently succeeds in using the same authenticated PIN/ID to secure multiple payments from the Agent’s operators.

11.4. Where loss or damage is caused by technical hitches for instance, by lack of/failure/inadequacy of network coverage and breakdown of internet link(s) between the Agent, its branches/operators and PaySimati.

11.5. Where loss or damage is occasioned through the fraudulent conduct of PaySimati’s employees and or agents.

11.6. Where loss or damage is occasioned through the direct negligence and or acts of omission or commission on the part of PaySimati or its employees and or agents.

11.7. Where there is a shortfall in the monies payable to a customer as a result of PaySimati’s revision of tariffs without adequate notice to would-be consumers of the PaySimati service.

11.8. The Agent will however indemnify:

11.8.1. Customers to the full extent of the monies received from them in lieu of provision of PaySimati services, for instance in cases of underpayment or loss or miss-placement of the customer’s monies, provided the same are confirmed and documented to have been received by the Agent;

11.8.2. PaySimati where any overpayment has been executed, thereby resulting in a higher commission than if the correct payment had been made.

11.9. The parties shall indemnify and keep each other indemnified from and against liability for damage to property and any loss, costs or damage suffered by either party to the extent that it results from the wrongful acts or negligence of the party, its employees, agents or sub-contractors in connection with this Agreement.

11.10. Neither party shall be under any liability for any loss or damage or injury to the other whatsoever or howsoever arising, SAVE where such loss or damage is attributable to the wrongful acts or negligence of the party, its employees or agents or sub-contractors in connection with this Agreement, and will not be liable for any claim whatsoever made against the party by any third party SAVE where such claim is attributable to the wrongful acts or negligence of the party, its employees or agents or sub-contractors in connection with this Agreement.

11.11. Neither party shall be under any liability to the other party for any direct, indirect, consequential or other loss or damage (whether financial or in respect of profits, anticipated business or otherwise) costs, expenses or other claims for consequential compensation whatsoever whether caused by the negligence of either party, its employees or otherwise howsoever arising and whether foreseeable or not.

12.1. The parties shall indemnify each other, and keep each other indemnified, from and against all loss, damage or liability suffered and all costs and expenses incurred by either party as a result of any breach of this Agreement by the party including any breaches caused by any act, neglect or default of the party’s employees, or as a result of any third party claim in respect of any matter arising from the party’s conduct, provided that the liability has not been incurred directly through any default by the party in relation to its obligations under this Agreement.

13.1. This Agreement shall, unless terminated in accordance with the provisions of clause 13.2 and 13.3, endure until the expiry of the Contract Period.

13.2. Either party may terminate this Agreement:

• 13.2.1. Forthwith without notice in the event that the other party is declared or acknowledges that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency, winding-up or other relief from creditors on the part of the other party;
• 13.2.2. Forthwith without notice if any applicable regulatory or law enforcement authority initiates a regulatory or enforcement action or investigation against the other party which, in the reasonable judgment of the other party will materially impair the operation of the other party’s Services or the business reputation of the other party;
• 13.2.3. Forthwith without notice in the event that either party is not satisfied, in its sole discretion, with any of the other party’s policies, procedures, or internal controls (including anti-money laundering measures and compliance with anti-money laundering or anti-terrorist financing laws) or with the other party’s adherence thereto, or if any other regulatory compliance issues on the part of the other party are not resolved or addressed to other party’s satisfaction;
• 13.2.4. Forthwith without notice in the event the other party is unable to provide that party’s Services on a regular basis or is the subject of frequent or sustained Customer complaints or if the other party is in breach of the terms of this Agreement which breach is not remedied within Twenty-one (21) days after written notice requiring such remedy is given;
• 13.2.5. At any time for any other reason by giving not less than sixty (60) days’ notice to that effect.

13.3. Upon the termination of this Agreement pursuant to clauses 13.2 or 13.3 or upon expiry of the Contract Period:

• 13.3.1. The Parties shall cooperate for a period of thirty (30) calendar days from the date of termination to ensure the prompt, orderly and efficient conclusion of their relationship and any pending matters, including, but not limited to:
  • 13.3.1.1. The completion of any Transactions or other process, payment, order, instruction, registration or other activity initiated prior to the date of termination with respect to the Agent Services and/or the PaySimati Services including the transfer of any funds relating thereto;
  • 13.3.1.2. The production of a final statement of account and reconciliation;
  • 13.3.1.3. The return or destruction of any and all Confidential Information and proprietary information;
• 13.3.2. The Agent shall, subject to clause 13.4.1(a), immediately cease to provide the Agent Services or perform any other service or function pursuant to this Agreement.
• 13.3.3. The Agent shall within Fourteen (14) days thereafter return to PaySimati the Equipment, the Agent’s SIM Card and any other property belonging to PaySimati in the Agent's possession in good and working order, fair wear and tear excepted;
• 13.3.4. The Agent shall forthwith cease to use the Agent’s PaySimati ID, the PaySimati Trademarks & Trade Names or any other intellectual property of PaySimati and shall immediately return to PaySimati all promotional, branding and advertising material as well as all Confidential Information in its possession;

13.4. Subject to any rights of set-off accruing to PaySimati, the Agent shall be entitled to receive any Commission due to the Agent pursuant to this Agreement which shall not have been paid prior to the date of termination and the Agent shall have no other claim whatsoever against PaySimati whether in respect of any costs expenses or loss arising directly or indirectly from any loss of business or loss of distribution or loss of goodwill or any other loss or otherwise whatsoever.

13.5. No Commission shall be payable to the Agent for any Customer registered after the date of termination of this Agreement.

13.6. Subject to any provision to the contrary, the termination of this Agreement howsoever caused shall be without prejudice to the continuation of any provision which expressly or by implication comes into operation or continues in force after termination and shall be without prejudice to any rights of either Party which may have accrued prior to termination.

14.1. PaySimati shall have the right to set-off any sums owed by it to the Agent pursuant to the terms of this Agreement against any sums due and owing from the Agent pursuant to the terms of this Agreement PROVIDED THAT PaySimati will give the Agent at least thirty (30) days prior written notice of the intended set-off.

15.1. PaySimati is not responsible for any loss arising from any failure, malfunction, or delay of or in any mobile network, mobile phone, Equipment, Mobile Equipment, the internet or terminals or any supporting or shared networks resulting from circumstances beyond PaySimati’s reasonable control

16.1. This Agreement and the PaySimati Agent Manual constitutes the entire agreement between the Parties and supersedes any previous agreement or relationship of whatever nature between the Parties in respect of the Agent Services or PaySimati Services. Subject to clause 9.8, any variation of this Agreement shall be valid only if reduced to writing and signed by or on behalf of each Party.

16.2. In the event of any conflict between the terms of this Agreement and the PaySimati Agent Manual, the provisions of this Agreement shall prevail.

16.3. Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive of any rights or remedies provided by law. Failure or delay by either party at any time to enforce any of the terms and conditions of this Agreement or its rights hereunder shall not constitute a waiver of such rights or of the right to enforce such terms and conditions subsequently at any time.

16.4. If any provision of this Agreement is declared by any judicial or other competent authority or by an arbitrator appointed hereunder to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties failing which the offending provisions shall be severed from this Agreement without affecting the remaining provisions of this Agreement which shall continue to remain in full force and effect and binding on the Parties.

16.5. Either party must pay all the other party’s expenses in recovering any amounts owed by the other party including legal fees, collection fees and tracing fees.

16.6. PaySimati will not be responsible to the Agent for any indirect, consequential or special damages arising from any act or omission by PaySimati or any third party for whom PaySimati is responsible and whether arising in contract or statute and vice versa.

16.7. Unless otherwise required by law, the Agent shall not make or cause to be made any press release, public announcement or other disclosure to any third party with respect to this Agreement or the transactions contemplated hereby or otherwise communicate with any media or news agency with respect to the PaySimati Services without the prior written consent of PaySimati.

16.8. No provision of this Agreement shall create a partnership between the parties or constitute one Party the agent of the other for any purpose whatsoever. Neither Party shall have the authority or power to bind, contract in the name of, or incur any liability on the part of the other Party in any way or for any purpose.

16.9. All notices or other communication to be given under this Agreement shall, unless otherwise provided herein, be made in writing and sent to the addresses specified below.

To PaySimati at:
hello@afrimax.net | Head of Operations
PaySimati Limited
Chayamba Building
Blantyre
Malawi

To the Agent at:
E-mail address specified in KYC Registration

17.1. This Agreement is governed by the laws of Malawi.

17.2. Any dispute or disagreement arising between the Parties in relation to this Agreement shall, upon the request of one Party to the other, be referred to a senior manager of each Party who shall meet within fourteen (14) days of such notice in good faith in order to determine whether the matter referred to them is capable of resolution and, if so, to resolve the matter between them.

17.3. If such senior managers shall fail to reach an agreement within a reasonable time and in any event within seven (7) days of first meeting, any such dispute shall be referred to a senior executive nominated by the chief executive officer (or equivalent) of each of the Parties who shall meet in good faith within fourteen (14) days of such dispute or disagreement being so referred in order to determine whether the matter referred to them is capable of resolution and, if so, to resolve such matters.

17.4. This Clause and any discussion of senior personnel which takes place hereunder shall not prejudice any right or remedy which any Party may ultimately have should the matter fail to be resolved by such discussions.

17.5. If any such dispute or disagreement cannot be settled in accordance with the foregoing provisions of this Clause, the dispute may be referred on election of either Party (the “Notice of Arbitration”) to arbitration by a single Arbitrator to be appointed by agreement between the Parties or in default of such agreement within 30 days of service of Notice of Arbitration upon the application of either Party, by the Executive Director of Malawi International Commercial Arbitration Centre (MICAC).

17.6. Such Arbitration shall be held in Malawi in accordance with the provisions of the MICAC rules or its successor legislation and shall be conducted in English language.

17.7. To the extent permissible by law, the determination of the Arbitrator shall be binding upon the Parties hereto.

17.8. Pending final settlement or determination of a dispute, the Parties shall continue to perform their subsisting obligations hereunder.

17.9. Nothing in this Agreement shall prevent or delay a Party seeking urgent injunctive or interlocutory relief in a court having jurisdiction.

Annex 1: PaySimati Services & Agent Commission

Annex 2: KYC Registration Support Documents

Annex 3: RBM‑Defined Transaction & Account Balance Limits