The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Merchant service registration form (sometimes referred to as “you,” “your”, “user”) and HAVANAO Ltd (“HAVANAO”) referred as “we”, “our” or “us”).
Section A: HAVANAO Services
1. Our Role
HAVANAO helps you accept and process Financial Service payments and other types of payments (collectively “Payments”) from your customers who want to pay you for products or services or give donations. HAVANAO is not a bank or a money services business (“MSB”) and HAVANAO does not offer banking or MSB services as defined by the National Bank of Rwanda. In addition, we do not assume any liability for the products or services purchased using HAVANAO.
We provide an API and other software to enable you to use HAVANAO. We reserve the right to require you to install or update any and all software updates to continue using our platform. We shall ensure that our platform integrates with all software platforms used by you and/or integrated with your products and services as per our API document definitions. Our services will be available to you and your customers 24 hours a day with an up time of 99.99%. In any event of failure of our platform and/or our systems we shall endeavor immediately respond and resolve such failures without any delays.
3. Authorization for Handling of Funds
By accepting this agreement, you authorize HAVANAO to instruct Financial Service Providers to settle funds collected on your behalf to your designated bank account on a weekly basis. We shall periodically make available to you, information in the HAVANAO management dashboard regarding anticipated settlement amounts from the Financial Service Provider and being held pending settlement. This settlement information does not constitute a deposit or other obligation of HAVANAO to you. This settlement information reflected in the HAVANAO management dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your HAVANAO Account is closed or terminated
4. Payment Methods
You may only process payments when authorized to do so by your customer. HAVANAO will only process transactions that have been authorized by the applicable Financial Service Provider.
You are solely responsible for verifying identity of your customers, ensuring that they have authorized the transaction, and determining their eligibility to purchase your products and services. HAVANAO does not guarantee or assume any liability for transactions authorized and completed that are later reversed. You are solely responsible for all reversed transactions, regardless of the reason for, or timing of, the reversal except in cases of reversed transactions due to a technical malfunction of the HAVANAO platform. HAVANAO may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
5. Customer Service
We will provide you with customer service to resolve issues relating to your HAVANAO Account, use of the HAVANAO Services, and the distribution of funds to your designated bank settlement account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ Payments through HAVANAO.
It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of HAVANAO Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide Payment services.
7. Your Data Security Obligations
You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information (defined as “Payment Data”) on your site or through your app. While HAVANAO helps to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business
8. Security and Fraud Controls
HAVANAO is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures customary with similar financial service providers, to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification..
HAVANAO may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by HAVANAO or by third parties, including but not limited to providing two-factor authentication for logging into your HAVANAO Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized payment transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your customers resulting from use of lost or stolen data with HAVANAO (including but not limited to losses arising from the use of lost or stolen Payment accounts to make purchases from your site or app, or those caused by a compromise of your login credentials). Notwithstanding the foregoing we shall be responsible and liable for any misuse and/or willful misconduct, gross negligence and/or fraudulent actions carried out by any of the HAVANAO employees and/or representatives, and we shall at all times monitor our employees and representatives to reduce your exposure to any such wrongful activities.
9. Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us and the Financial Service Providers.
10. Privacy of Others
If you receive information about others, including customers, through the use of the HAVANAO Services, you must keep such information confidential and may only use it in connection with the HAVANAO Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose Customer account information to any third party, other than in connection with processing a payment transaction requested by your customer using HAVANAO.
11. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the HAVANAO Services (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you will not use HAVANAO to: (i) submit any transaction for processing that does not arise from your sale of products or services to a buyer customer, or acceptance of a bona fide charitable donation; (ii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iii) send what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (iv) use HAVANAO in a manner that any Financial Service Provider or payment network might reasonably believe to be an abuse of such network or a violation of its applicable rules.
You further agree not to, nor to permit any third party to, do any of the following with the HAVANAO Services: (i) access or attempt to access HAVANAO systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from HAVANAO, HAVANAO’s website, or HAVANAO Services; (iii) permit any third party to use HAVANAO Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations, use any tool to enable features or functionalities that are otherwise disabled – or decompile, disassemble, or otherwise reverse engineer – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) use in a manner that is not expressly permitted in this Agreement.
12. Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other HAVANAO agreement, or exposes you, other HAVANAO users, financial services providers, or HAVANAO to harm or unnecessary risk, including but not limited to fraud and other criminal acts. You grant us authorization to share information with law enforcement about you, your transactions, or your HAVANAO Account if we reasonably suspect that your use of HAVANAO has been for an unauthorized, illegal, or criminal purpose.
13. Financial Service provider’s Rules
The Financial Service providers have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants. The Financial Service providers reserve the right to amend the Network Rules. HAVANAO reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes to the HAVANAO Services. HAVANAO shall at all times ensure it full compliance with all laws, rules and regulations applicable to it as a Financial Service Provider.
14. References to Our Relationship
You agree that, from the time you begin processing payment with HAVANAO until you terminate your account with us, we may identify you as a customer of HAVANAO. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and HAVANAO. HAVANAO
Section C: Processing Payment Transactions, Receiving Your Funds, and Fees
1. Processing Payment Transactions
As used in this Agreement, a “Chargeback” is a request that you customer files directly with a Financial Service provider to reverse or invalidate a processed payment, and a “Refund” means a reversal of a charge, in whole or in part, that you initiate. “Claim” means a challenge to a payment that you or a buyer customer files directly with HAVANAO. “Reversal” means HAVANAO reverses the settlement of funds from a processed Payment transaction that you received because (a) the payment transaction is invalidated by the Financial Service provider for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used an account that did not belong to him or her), (d) you received the payment for activities that violated this Agreement or any other agreement you have with HAVANAO, or (e) we decided a Claim against you.
You agree that you will honor all eligible accounts presented for payment by your customers for your products and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorization for each payment transaction, as required under the Network Rules, and will not submit a payment transaction for settlement where you know there is a negative authorization. You acknowledge that the existence of an affirmative authorization from us or the Financial Service providers does not mean that a particular payment transaction won’t result in a Chargeback, Reversal or Claim at some later date.
While you may charge fees for your products or services, you may not impose any fee or surcharge for payment processing on a customer that seeks to use an eligible payment t account or misrepresent fees charged for payment processing. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under applicable law.
You will maintain appropriate records of all payment transactions for a period of at least 2 years from the date of the transaction.
You will display all Financial Service provider’s marks in accordance with the rules and procedures of the Financial Service providers, and will use such marks only to indicate that you accept their Payments for payment.
2. Payouts and Transaction History
Financial Service providers will pay out funds settling from transactions collected on your behalf to your designated bank or settlement account (“Bank Account”) you provide when registering your HAVANAO Account. Funds will be settled in the Bank Account in the amounts actually received (less our Fees, as defined below) for transactions processed by HAVANAO. Your Bank Account must be located at bank branch in Rwanda and held in the name of your business. You are responsible for the accuracy and correctness of information regarding your Bank Account, including inputting the correct information as part of registering or updating your Bank Account. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
After transfer of funds is initiated to your Bank Account, we will update information in your HAVANAO Account to reflect settlement. Information regarding your transactions that are processed and settled using HAVANAOs (“Transaction History”) will be available to you when you login to your HAVANAO Account. While we will provide Transaction History in your HAVANAO Account, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your HAVANAO Account as may be required for your business. HAVANAO is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations and may change the duration of the Transaction History at any time, but will always maintain the previous 24 months’ transactions.
3. Payout Schedule
“Payout Schedule” refers to the time it takes for us to initiate a transfer to your designated Bank Account of settlement funds arising from payment transactions processed through HAVANAO. Once your Bank Account information has been reviewed, HAVANAO will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your HAVANAO management dashboard. The settlement funds will be credited to your Bank Account within 1-2 days of us initiating the payout. The initial transfer to your account may be delayed pending review of your account. We are not responsible for any action taken by the financial institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you. You can contact us at any time to inquire about changing the timing of your Payout Schedule, and will be informed of the process and requirements for HAVANAO to review your Payout Schedule.
We reserve the right to change the Payout Schedule, suspend payouts to your Bank Account, or initiate a Reversal should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of HAVANAO, or if required by law or court order.
4. Reconciliations and Errors
Transaction History will be available to you when you login to the HAVANAO management dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, we will transfer funds to your Bank Account in the next scheduled payout. While we may still work with you to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.
If you submit or cause us to process transactions erroneously, you will contact us immediately. We will investigate any reported erroneous transactions and attempt to rectify them by crediting or debiting your Bank Account as appropriate. Your failure to notify us of a processing error within 30 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you.
5. Refunds and Returns
You agree to submit all Refunds for returns of your products and services that you used HAVANAO to receive payment through HAVANAO to your customers in accordance with this Agreement and Financial Service provider Rules. Financial Service provider Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to a customer in connection with a Payment sale, unless required by law; and (iv) not accept cash or any other item of value for a Refund.
Full Refunds must be for the exact amount of the original transaction including tax, handling charges, and other. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all Refunds within 60 days after the original transaction date, and you acknowledge that Refunds processed after that time may not be capable of being processed.
HAVANAO will deduct the Refund amount (including any applicable Fees) from settlement funds owed to you from processing of other payment transactions. You are solely responsible for accepting and processing returns of your products and services. We have no responsibility or obligation for processing such returns, or for responding to your customers’ inquiries about such returns.
6. HAVANAO Fees
You agree to pay all fees assessed by us to you for providing the HAVANAO Services described in this Agreement (“Fees”). Except as otherwise stated in writing by HAVANAO, these fees will be specified on to the Merchant Service Registration form linked to here and incorporated into this Agreement by reference.
You acknowledge that you are also responsible for any penalties or fines imposed on HAVANAO or you by any Financial Service provider or financial institution as a result of your use of the HAVANAO Services.
Section D: Service Term, and Other General Legal Terms
1. Service Term
Termination: Either party can terminate this agreement at any time during the Service Period by issuing thirty (30) days’ notice in writing. If this Agreement is terminated by either of us, at any time and for any reason, we shall, during the notice period transfer all information and data required for the continuance collection of funds from your customers to you and/or to any third party, in accordance with your instructions, in an orderly and timely manner and in such even we shall make our best efforts to prevent any delays and/or disturbances to your on-going collection and settlement of accounts.
Each party shall not, during the term of this Contract and after its expiration, disclose any proprietary or confidential information relating to the Services, details of clients and customers, financial details of either party, this Contract or the other party’s business or operations, not inclusive of this contract document, the contract terms, or general descriptions of the Services, all related information got while executing the contract without the prior written consent of the other party.
3. Dispute Resolution
Any dispute, controversy or claim arising out of or in connection with the Agreement that is not resolved amicably, shall be finally settled through arbitration in Kigali, Rwanda, and the language of the proceedings shall be English. However, this clause shall not prevent either Party from obtaining injunctive relief from a court of competent jurisdiction to preserve the status quo, while it seeks to enforce its rights under this clause. This clause is severable from the rest of this Agreement and shall remain in full force and effect notwithstanding the termination of this Agreement.
4. Force Majeure
Neither party will be liable for any breach of its obligations under this Agreement to the extent that it is prevented from performing them due to circumstances beyond its reasonable control i.e. an extraordinary event or circumstance beyond the reasonable control of the parties, including but not limited to, natural disasters, strikes, war, riots and civil uprising.
The Party asserting Force Majeure shall, within seven (07) days following the occurrence of such a circumstance, give written notification to the other Party of the causes of its failure and the steps taken to put an end to the aforementioned circumstance and remedy its consequences.
Both Parties shall, after due consultation, take all reasonable steps in order to limit the consequences of the circumstance of Force Majeure.
Where a Party is unable to perform its obligations due to an event of Force Majeure and such Force Majeure lasts longer than fifteen (15) days, the other Party has the right to terminate this Agreement.
5. Governing Law
This Agreement shall be governed by and construed in accordance with Rwandan Law
IN WITNESS WHEREOF, the Parties hereto set their respective hands and seals on the day indicated above.