Last updated 27th January, 2025.

English

Kora Merchant Services Agreement

This Merchant Services Agreement governs your use of the Services as a merchant (“Merchant”) of Kora. You are advised to read the terms very carefully. You can reach out to our merchant success team at support@korapay.com for any clarifications you may require. 

1. General

1.1 This Agreement sets out the basis on which Kora will provide to the Merchant, processing, reconciling, and reporting of payment transactions and other related operations in accordance with this Agreement or as otherwise agreed by the Parties in writing from time to time (“Services”). This Agreement may be supplemented by specific terms approved and notified by Kora to the Merchant in writing from time to time.

1.2 Kora may subcontract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates and may, at its discretion, inform the Merchant. However, Kora shall remain responsible for the actions of the subcontractee or delegatee.
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1.3 The Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes any previous agreement, whether express or implied.

2. Definitions and Interpretation

2.1.1 In this Agreement:

“Acquirer” means a licensed commercial bank in the Federal Republic of Nigeria which is responsible for maintaining the Merchant Bank Account.
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"Affiliate" means, in relation to either Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company.

“Agreement” means this Agreement, any Service supplements, including any appendices, amendments, modifications, extensions, and revisions to this Agreement.

“API” means application programming interface.

"Applicable Laws" means all provisions of statues, laws, rules, codes, treaties, ordinances, directives, directions, injunctions, awards and/or regulations in the jurisdiction(s) of operation of either Party, including that from any court, governmental, intergovernmental or supranational authority, or self-regulatory organization, and including requests, guidelines or decisions from regulators or associations as amended and re-enacted from time to time which are applicable to either of the Parties.

"Business Day" means a day other than a Saturday or a Sunday on which banks are open for business, or a public holiday declared by the government.

"Card Data" means the cardholder information used in the processing of card transactions or for creating the Kora Virtual Card, as the case may be. This may include for card processing, the names, addresses and card account numbers of cardholders; for creation of Kora Virtual Card, names, email addresses, house address, bank verification number of the Customer, etc.

"Card API" means the API granted to the Merchant by Kora for the creation of the Kora Virtual Card.

"Card Scheme" includes MasterCard, Verve or Visa, and other similar schemes which govern the issue and use of any payment methods acceptable by Kora.

"Card Scheme Rules" means any and all rules, regulations, standards, and operating guidelines issued by any Card Scheme, as amended and restated from time to time which are applicable to the Merchant.

"Chargeback" shall be as provided in Schedule 2.

"Confidential Information" means any and all written, oral visual, machine-readable or other tangible or intangible forms of information (whether patentable or copyrightable or not), data, techniques, plans, strategies, opportunities or trade secrets which is not generally available to the public as disclosed or delivered by either Party (the "Disclosing Party") to the other Party ("Receiving Party") whether before or after the Effective Date.

"Customer" means a customer of the Merchant in relation to a payment transaction processed using the Services.

"Customer Data" means data relating to Customers that (a) the Merchant provides to Kora in connection with the Services, or (b) Kora generates on the basis of those data.

"CVV2 Data" means card verification value 2 used for authentication in card transactions.

"Data" means documents, records, and any other data of any kind relating to the transactions.

"Fees" means all fees, charges and other payments to be made by the Merchant to Kora from time to time and more particularly set out in Appendix A.
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"Fines" means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Card Schemes or other financial institution require either the Merchant or Kora to pay or which are otherwise directly or indirectly recovered from Kora at any time and which relate to any aspect of this Agreement (including the provision of the Services hereunder).
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"Further Guidance" means any and all internal or external documents, guidance, policies, and processes outlined or published by Kora in relation to the Services.

"Kora Virtual Card" means the virtual debit card created by the Merchant using the Kora API, and issued to the Customers.

"Kora Website" means www.korahq.com.

"Merchant Bank Account" has the meaning given to it in Schedule 2.  

"Payment" means the relevant payment due to the Merchant from Kora on the Payment Date in respect of the transactions.

"Payment Date" means (i) T+1 for local card transactions; or (ii) T+9 for foreign card transactions.

"Refund" means a return of an amount to a customer's account or the reversal of any other payment pursuant to a request or instruction from the Merchant to Kora.

"Regulatory Authority" shall mean any agency or body with the supervisory rights over the particular Service provided by Kora.

"Services" is as defined in Schedule 2.
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2.2 Unless a contrary indication appears any reference in this Agreement to:

• any reference to "including" and "include" shall mean including and include "without limitation";
  
• the singular or plural shall each be deemed to include the other unless the context otherwise indicates;
• a "Clause", an “Appendix”, or a "Schedule" is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement. 

2.3 Except as otherwise expressly provided in this Agreement, and as required by Applicable Law, a person who is not a Party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement.

2.4 The terms of this Agreement have been negotiated by the Parties and drafted for the benefit of the Parties. Accordingly, any rule in terms of which an agreement will be interpreted against the Party responsible for the drafting and preparation of the agreement will not apply in the interpretation of this Agreement. 

3. Set-off


3.1 Kora may, upon notice to the Merchant, set off any debts or liabilities due from the Merchant or Merchants Affiliates to Kora or any of its Affiliates under this Agreement against any debts or liabilities owed by Kora or any of its Affiliates to the Merchant or Merchant Affiliates, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, then Kora may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

3.2 The exercise by Kora of any of its rights under this section shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which Kora or its Affiliates are otherwise entitled (by operation of law, contract, or otherwise). 

4. Fraud prevention

4.1 Kora may require the Merchant to put in place certain anti-money laundering, combating the financing of terrorism (AML/CFT) and fraud prevention services ("AML/CFT and Fraud Prevention Services"). The Merchant shall ensure to abide by the terms of such AML/CFT and Fraud Prevention Services. 

4.2 The Merchant acknowledges and agrees that the processing of transactions and/or the making of Payments may be delayed and/or suspended in a connection where Kora or any Kora Affiliate has a reasonable suspicion that a transaction may be fraudulent or involve other criminal activity.

4.3 The Merchant must not submit, and Kora must not accept, any transaction that the Merchant and/or Kora either know is, or should have known was, illegal. For the avoidance of doubt, for the purposes of section 8.3, the Merchant is deemed to be responsible for the conduct of its employees, agents, and representatives. 

4.4 The Merchant shall at all times provide Kora with reasonable assistance on request for the prevention and detection of fraud or other criminal activity in respect of transactions.

5. Representations and warranties

5.1 The Merchant represents and warrants to Kora as follows:

• The Merchant is a company duly incorporated, organized, and/or authorized and in good standing under the laws of the state, region, or country of its organization.
• The Merchant shall continue to hold valid licenses, consents and approvals required for its to provide its services, and such as have been requested by Kora during the onboarding of the Merchant, throughout the duration of the Agreement.
• The Merchant shall not provide to any third party, the API or documentation, or any other proprietary software or information, or any technology or process whatsoever, provided by Kora to it in connection with this Agreement.
• The Merchant understands that at all times Kora retains full right to the API and other software or technology owned by it.
• The Merchant has full capacity, power, and authority to abide by this Agreement and to exercise its rights and perform its obligations hereunder.
• All corporate action required to enter into this Agreement by the Merchant and the exercise by it of its rights and the performance by it of its obligations under this Agreement has been duly taken.
• This Agreement is valid, binding, and enforceable against the Merchant in accordance with its terms and no provision of this Agreement is in conflict with any of the Merchant's obligations under its constitutional documents, Applicable Law, or any other document, charter or agreement to which the Merchant is subject.
• The Merchant will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law, Card Scheme Rules and Further Guidance. In particular, the Merchant will not use the Services in a manner that could result in a violation of anti-money laundering, counter-terrorist financing, and similar legal and regulatory obligations.
• The Merchant shall comply with any technical specifications available on the Kora Website, which Kora reserves the right to modify at any time.
• Kora is not part of, nor participates in sales and procurement contracts executed between the Merchant and its Customers. The Merchant shall comply with consumer obligations, data privacy obligations, tax obligations, exchange obligations, or any other obligation established in mandatory Applicable Law. The Merchant is responsible for acknowledging and meeting the legislation in force and applicable to its activity in the countries where it operates and uses the Services.

5.2 Kora represents to the Merchant that Kora has the power and authority to enter into this Agreement and to perform its obligations.

6. Information

6.1 The Merchant shall at all times immediately disclose to Kora such information as Kora may reasonably require for the provision of the Services, including (but not limited to) any information required to satisfy the reporting or other obligations (including financial obligations) of the Merchant under this Agreement, any Card Scheme Rule and / or Applicable law.

6.2 The Merchant shall immediately notify Kora of any material change in such information, including any material change in the financial position of the Merchant for the duration of the provision of the Services.

6.3 Kora may retain such information as long as it may be required by Applicable Law or as per the contractual obligation with Kora whichever is greater.

6.4 Subject to Applicable Law, Kora may use information, collect information and share information with their Affiliates, Card Schemes, fraud prevention agencies, and criminal enforcement authorities to the extent Kora may reasonably consider necessary or appropriate for the provision of the Services and/or compliance with this Agreement, Applicable Law, Card Scheme Rules and Further Guidance.

6.5 The Merchant acknowledges and agrees that:
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• Card Schemes to which Kora discloses information may (i) maintain databases (which may be available to third parties including regulators and other authorities) containing information regarding the conduct of transactions by merchants; and/or (ii) categorize undesirable conduct of merchants; and
• If any of the Services or this Agreement is terminated pursuant to section 17, relevant Card Schemes may, subject to Applicable Law, be notified and may retain such information in accordance with their normal practice. 

6.6 Kora shall have no liability to the Merchant for any inaccuracy in the information provided to any third parties pursuant to this section 10, provided it acted in good faith. 

7. Cybersecurity

7.1 In relation to the Merchant's business, including without limitation the platform, systems and software which the Merchant utilises whether to interface with Kora or not, the Merchant hereby warrants that:
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• it has obtained the necessary certification for its environmental management and shall comply with, and maintain, such certification requirements;
• the platform and the service including software used by or on behalf of Merchant pursuant to this Agreement will:
  i. be currently supported versions of that software;
  ii. be free of material defects and errors; and
  iii. perform in accordance with the user manuals and the published specification for such software.
  
  

7.2 With regard to anti-virus software:
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• the Merchant shall ensure that the system(s) to be used in Kora’s environment, or to interface with the Services and any Kora’s API, are free of any malicious application and applications on the system must be compliant with Kora’s anti-virus solutions; and
• if, notwithstanding the above, malicious software is found by Kora or any of Kora’s security team, the Parties shall cooperate with the other to reduce the effect of the malicious software and, particularly if malicious software causes loss of operational efficiency or loss or corruption of Kora's data, assist each other to mitigate any losses and restore the services to their original operating efficiency. The costs of complying with this clause shall be borne by the Merchant, except where the malware is due to Kora’s fault.
  

7.3 The Merchant shall:
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• immediately notify Kora if it becomes aware of any security incident affecting its network and information systems, and respond without delay to all queries and requests for information from Kora about any security incident, in particular noting the extent of Kora's reporting obligations that Kora may be required to comply with statutory or other regulatory timescales;
  
• endeavour to ensure business continuity for Kora at all times; and
  
• use all reasonable endeavours to cooperate with Kora in all aspects of its compliance with any requests for information if there is a suspected or actual security incident and any inspections by regulators.

8. Security breaches

8.1 In the event of an attack or threatened or suspected intrusion or other breach of security against any computing systems and/or networks, hardware and/or software used to access the Services as a result of non-functional / bypassing of the Merchant's software, the Merchant shall, at its expense, and without limiting its obligations hereunder, take whatever steps are necessary to immediately protect such systems, networks, hardware and/or software and prevent any further breaches, including, without limitation:

• preventing further access to the systems, networks, hardware and software from the source of the attack,
  
• immediately backing up the affected systems and any related systems,
  
• enhancing defensive systems to prevent any similar breaches in the future,
• investigating the extent of the damage, if any,
• producing an incident report detailing its findings and providing such report to Kora,
• providing supplemental monitor traffic from the attack source until risk of further attacks is deemed to be eliminated, and
• based on the loss to Kora, shall forfeit 50% of Fees, accruable to it within the affected period, as penalty and should the amount of loss be more than 50% it will be 100%.

9. Right to audit

9.1 The Merchant shall establish and maintain a reasonable security system that enables Kora to readily identify the Merchant's information assets and information systems relevant to this Agreement.
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9.2 Kora and its authorised representatives shall have the right to audit, test security controls, administrative controls and check the report of periodic disaster recovery, or upon significant changes to the relationship relating to this Agreement kept by or under the control of the Merchant, including, but not limited to those as kept by the Merchant, its employees, agents, assigns and successors.

9.3 Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by Kora.

9.4 If the audit identifies breach of confidentiality, integrity or availability (of any nature) by the Merchant to Kora in excess of one-half of one percent (0.5%) of the total Fees payable by the Merchant for the period of one (1) year immediately before the audit, the Merchant shall reimburse Kora for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, Kora may recoup the costs of the audit work from the Merchant.

9.4 Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Merchant's invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of Kora's findings to the Merchant.

10. Environmental, Information and Cybersecurity Protection

10.1 The Merchant hereby undertakes to be bound by best practices and in line with international standards on information and cyber security as may be issued from time to time such as ISO/IEC 27032:2023 and shall indemnify and hold Kora harmless against any losses arising from the people, process or technology deployed by it in the performance of its obligations under this Agreement.

10.2 The Merchant covenants to make use of alternative products, where such products exist, which are free from harmful toxins, chemicals or gases, or which are manufactured from recycled material, and which are in any case proven to be less detrimental to the environment in the performance of its obligations under this Agreement, where applicable.

10.3 The Merchant undertakes to be bound by such amendments to industry guidelines on information and cyber security as may be published or communicated by Kora except where such amendments are imposed by operation of law in which case the Merchant shall be bound by same upon the creation of said law/regulation.
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10.4 It is agreed and understood that failure to comply with industry guidelines on information and cyber security shall entitle Kora to terminate the Agreement forthwith or apply such sanction(s) as it may deem fit. Such right or termination shall be without prejudice to any rights Kora may have under or in connection with this Agreement, any amendment thereto or any law on which it may be entitled to rely.

11. Intellectual property

11.1 All intellectual property rights relating to the Services are owned by and vest exclusively in Kora and its Affiliates. The information given by the Merchant to its clients concerning the Services does not create any intellectual property or other rights on the part of the Merchant over the Services or their functionalities, or, without limitation, over the trademarks, trade names, goodwill, domain names, websites, computer software (source or object code), data, logos, images, copyrighted materials, patents, inventions, know-how, or any other information, owned by Kora, their Affiliates, and/or their suppliers or subcontractors.

11.2 The Merchant shall comply with any and all relevant Card Scheme Rules relating to the trademarks, data, logos, images, copyrighted materials, or any other protected intellectual property of such Card Scheme ("Marks").

11.3 Any use of a Mark by the Merchant in advertising, acceptance decals, or signs, must be in accordance with any Card Scheme Rules, including the Card Scheme's reproduction, usage, and artwork standards, as may be in effect from time to time.

11.4 The Merchant use or display of any Mark will terminate effective with the termination of this Agreement or upon notification to the Merchant by the relevant Card Scheme to discontinue such use or display.

11.5 Notwithstanding the above, the Merchant gives Kora and / or the Service Provider(s) the right to use its name or company name, and also to mention its business activity, in any promotions or advertising concerning the Services, regardless of the type of advertising or media used.

12. Confidentiality

12.1 During the term of this Agreement and for two years from the date that this Agreement is terminated, the Receiving Party may not use Confidential Information for a purpose other than the performance of its obligations under this Agreement. In particular, the Receiving Party may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in accordance with the provisions of this clause 12.

12.2 During the term of this Agreement the Receiving Party may disclose Confidential Information to any of its directors, other officers, employees, agents, Affiliates, delegates, sub-contractors, and customers on a strictly need-to-know basis to the extent that disclosure is necessary or desirable for the purposes of this Agreement. The Receiving Party shall ensure that any such recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if such recipient was a Party to this Agreement.

12.3 Clauses 12.1 and 12.2 do not apply to Confidential Information: 
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• which is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party's or other recipient's breach of this Agreement;
• which can be shown by the Receiving Party to the Disclosing Party's satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party. Or
  
• to the extent required by Applicable Law provided that in these circumstances the Receiving Party shall advise the Disclosing Party of the same prior to such disclosure, in order for the Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard.

12.4 If the Receiving Party receives a notice from a governmental authority or faces legal action to disclose Confidential Information received under this Agreement, then the Receiving Party shall promptly, if not prohibited by law/notice/governmental authority, notify the Disclosing Party of the same such that the Disclosing Party may have the opportunity to intercede, obtain a protective order and contest such disclosure and, upon request, shall cooperate with the Disclosing Party in contesting such a disclosure. Further, the Parties agree that in the event the Receiving Party is required to disclose the Confidential Information pursuant to the legal action, notice, order, it shall not disclose any Confidential Information in excess of the legal requirement and to any other person.

13. Limitation of liability of Kora

13.1 All obligations on Kora arising out of or in connection with this Agreement are obligations to use reasonable efforts and not obligations to achieve a specific result.

13.2 Except as set out in this Agreement or prescribed by law, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Services are excluded.

13.3 Kora is not liable to the Merchant under any circumstance, whether for negligence, breach of contract, misrepresentation or otherwise, for:
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13.3.1 loss or damage which is incurred by the Merchant as a result of:
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• third party claims;
• viruses, malicious or disruptive codes, power cuts or service interruptions or other IT or hardware or software problems or faults;
• decisions by any relevant court, regulatory or other authority or the operation of Applicable Law; and/or
• loss of profit, goodwill, business opportunity or anticipated saving suffered by the Merchant;
  

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13.3.2 indirect, consequential, punitive, exemplary or similar loss or damage (including damage to reputation) suffered by the Merchant; and/or

13.3.3 loss or damage which may be the consequence, wholly or partially, of a breach by the Merchant of this Agreement.
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13.4 The entire liability of Kora under or in connection with this Agreement whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the total Fees (Appendix A) paid by the Merchant under this Agreement to Kora during the twelve (12) month period immediately preceding the event that gave rise to the claim.

13.5 Nothing in this Agreement shall operate to exclude or restrict the liability of Kora for death or personal injury or for any matter which such liability cannot be lawfully excluded or limited.

13.6 Notwithstanding any provision to the contrary, in relation to any obligations that Kora may have that arise, Kora shall not be liable in the event that abnormal and unforeseeable circumstances beyond their control prevent them from fulfilling their obligations under this Agreement.

14. Indemnity

14.1 The Merchant shall indemnify, and keep indemnified Kora and their Affiliates, officers, employees and agents (each an "Indemnified Party"), immediately on demand against each loss, liability or cost (including, without limitation, that incurred defending or settling a claim alleging such a liability) which they incur as a result of:
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14.1.1 any breach of the terms of this Agreement, improper use of the Services, violation of Applicable Law or Card Scheme Rules, conduct categorized as undesirable by any Card Scheme, or violation of the rights of any third party, by the Merchant, any of their Affiliates or any person acting on their behalf;

14.1.2 use of the API by an agent or affiliate of the Merchant which results in any claim, demand, fine or court action which may be brought against Kora or a liability being incurred by Kora in respect of any part of this Agreement; and/or

14.1.3 processing of Customer Data by an Indemnified Party as may reasonably be necessary to provide the Services.
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14.2 For the avoidance of doubt, the Merchant shall fully, irrevocably and unconditionally indemnify Kora from and against any liability which may be incurred by Kora as a result of the use of Kora’s API by an agent of the Merchant.

14.3 Nothing in this section 15 restricts or limits the general obligation at law for an Indemnified Party to take reasonable efforts to mitigate losses. 

15. Inspection

15.1 The Merchant shall permit the authorized representatives of Kora and/or the Acquirers to carry out physical inspections of the place(s) of business or other facilities of the Merchant to verify if the Merchant is in compliance with its obligations hereunder.

15.2 If the Merchant refuses such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, Kora reserves the right to suspend or terminate the Kora Services with immediate effect.

16. Term and termination

16.1 Unless otherwise agreed, this Agreement has an initial term of one year ("Initial Term") unless terminated or suspended as provided for in the Agreement. Unless either party gives written notice to terminate the Agreement (not later than 30 days prior to the end of the Initial Term or any successive periods) this Agreement is automatically renewed for successive one year periods.

16.2 A Party ("Initiating Party") may terminate this Agreement with immediate effect by written notice to the other Party ("Breaching Party") if any of the following events take place or is expected to take place:
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• The Breaching Party is in material breach (whether or not a repudiatory breach) of an obligation under this Agreement and, if the breach is capable of remedy, the Breaching Party has failed to remedy that breach within 30 days after receipt of written notice of the breach;  

• The Breaching Party has passed a resolution for its winding up or a court of competent jurisdiction has made an order for the Breaching Party's winding up or dissolution; 

• An administration order has been made in relation to the Breaching Party or a receiver, or an encumbrancer has been appointed to take possession of or sell, assets of the Breaching Party; 

• The Breaching Party has made an arrangement or composition with its creditors generally or has made an application to a court of competent jurisdiction for protection from its creditors generally; or 

• Any other procedure having a similar effect to the above is initiated.

16.3 Kora may suspend or terminate this Agreement by written notice to the Merchant with immediate effect if Kora is of the opinion that any of the following events have taken place or are expected to take place:
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• The Merchant ceases to carry on business; 

• The Merchant merges with any other person or in any other way changes the persons who have the ability to direct, guide or otherwise influence its affairs; 

• Kora is unable to recover the Fees (Appendix A) or other sums set out at section 4.3 for any reason, or considers that the total value of Refunds and/or Chargebacks is unreasonable; 

• Kora determines that continuing to provide the Services to the Merchant represents an increased risk of loss or liability or risk to reputation to Kora or any of its Affiliates; 

• the Merchant engages in any trading practices or other activity which might give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity; 

• security granted by the Merchant under this Agreement ceases to be sufficient, enforceable or available; 

• any claim or action in connection with this Agreement or the Services hereunder is threatened or commenced by either Party; 

• the Merchant breaches any Card Scheme Rules; 

• where any Card Scheme Rule would otherwise be broken by either the Merchant or Kora; or 

• Kora is required or requested to do so by any Card Scheme or another financial institution or Kora is subject to Fines from any Card Scheme, other financial institutions, or any other third party arising from the provision of the Services.

16.4 Where applicable, a Card Scheme may limit, suspend, or terminate this Agreement and the Services provided hereunder by notice to the Merchant with immediate effect if that Card Scheme, in its absolute discretion, so decides. 

16.5 Kora may limit, suspend, or terminate this Agreement and the Merchant’s access to  and use of the Card API with immediate effect in its sole discretion.

16.6 Termination of this Agreement, does not affect a Party's accrued rights and obligations at the date of termination.

16.7 Each Party's further rights and obligations shall cease immediately on termination except as otherwise specified in this Agreement, except that those clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement, shall survive termination of this Agreement, and shall continue in full force and effect. 

16.8 If a Service is terminated for any reason, the Merchant will pay all Fees (Appendix A) payable up to the termination date. 

16.9 The Merchant undertakes to provide Kora with evidence of commencement of the renewal process for every licence and/or approvals which require renewal, within 30 days from the date of expiration of that licence or approval. The Merchant understands that Kora may terminate this Agreement immediately or suspend the provision of the service where such is not provided to it

17. Transfer and assignment

The Merchant may not assign, transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Kora (such consent not to be unreasonably withheld or delayed). Subject to section 1.2, Kora may assign, transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Merchant. 

18. Force Majeure

18.1 Neither Kora nor the Merchant shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (such affected party, the "Affected Party" and such event, a "Force Majeure Event"). In such circumstances, the Affected Party shall be entitled to a reasonable extension of the time for performing such obligations.

18.2 As soon as reasonably possible after the start of the Force Majeure Event the Affected Party shall notify the other Party in writing of the details and effect of the Force Majeure Event. As soon as reasonably possible after the end of the Force Majeure Event, the Affected Party shall resume performance of its obligations under this Agreement.

18.3 The Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement.

19. Notices

19.1 Except for the service of proceedings, a notice under or in connection with this Agreement (a "Notice"):

• shall be in writing; and
• may be delivered personally or sent by electronic mail or first class post, or pre-paid recorded delivery, (and airmail if overseas) to the Party due to receive the Notice at its address set out in section 25 or to another address specified by that Party by not less than seven days’ written notice to the other Party.

19.2 Unless there is evidence that it was received earlier or later a Notice is deemed given:
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• if sent by electronic mail, the next Business Day assuming that no notification of failure to deliver the electronic mail was received by the sending party;
• if sent by post, except airmail, two Business Days after posting it; and
• if sent by airmail, six Business Days after posting it.

20. Miscellaneous

20.1 Kora may revise the provisions in this Agreement or introduce additional Agreement at any time and from time to time. Kora shall notify the Merchant of any revision or addition to the Agreement in accordance with clause 19 at least 30 calendar days before the date such revision or addition is to become effective. Each such amendment shall be binding on the Merchant from the effective date of that amendment. 
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20.2 If any provision in this Agreement becomes illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20.3 Should Kora fail or delay in exercising any right or remedy under this Agreement, such failure or delay shall not constitute a waiver of that right or remedy. A waiver is only effective if made in writing in accordance with clause 19 of this Agreement. A waiver is only effective in respect of the particular circumstances for which it is given. 

21. Relationship between the parties

The relationship between Kora and the Merchant is on a principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

22. Governing Law and Enforcement

Shall be as stipulated in Schedule 1 to this Agreement.

Schedule 1: Applicable Kora Entities

The following Kora entities shall apply to specific products:
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1. Other Services:

1.1 Nigeria:
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• Entity: Kora Payments Network Limited, a company incorporated in Nigeria and licensed by the Central Bank of Nigeria
• Governing Law: All Services, except Kora Virtual Cards, shall be governed by the laws of the Federal Republic of Nigeria.
• Dispute Resolution: Every dispute arising out of this Agreement shall be resolved by arbitration in accordance with the Lagos State Arbitration Law 2009.

1.2 Kenya:
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• Entity: Korapay Technologies Limited, a company incorporated in the Republic of Kenya
• Governing Law: All Services, except Kora Virtual Cards, shall be governed by the laws of the Republic of Kenya.
• Dispute Resolution: Every dispute arising out of this Agreement shall be resolved by a court of competent jurisdiction in Kenya.

1.3 Ghana:
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• Entity: Korapay Technologies Limited, a company incorporated in the Republic of Ghana
• Governing Law: All Services, except Kora Virtual Cards, shall be governed by the laws of the Republic of Ghana.
• Dispute Resolution: Every dispute arising out of this Agreement shall be resolved by a court of competent jurisdiction in Ghana.

Schedule 2: Services

A. General

1. Where the Merchant requires an additional Service other than those agreed at the Effective Date, the Merchant shall submit a written request to Kora for such additional Service. Kora has no legal or moral obligation to provide such additional Service(s), under any circumstance, to the Merchant until it has received a written request to that effect, from the Merchant. As a precondition to providing an additional Service, Kora is entitled to request or require, at its sole discretion, and the Merchant is obligated to provide, upon such request, (i) any additional documentation or (ii) that the Merchant signs an addendum to this Agreement. Nothing in this Agreement, or under this clause, is deemed an obligation to automatically provide the additional Service upon request by the Merchant.

2. Kora may cancel, suspend or modify one, some or all of the Services without prior notice to the Merchant and with immediate effect if Kora, either unilaterally, or on the advice of a Card Scheme or the instruction of a regulatory authority, reasonably considers it necessary or desirable to do so. Kora will, where practicable, notify the Merchant within 72 hours (excluding public holidays and weekends) of any such cancellation, suspension, or modification. 

3. In order to ensure continuous compliance with the regulatory requirements applicable to Kora, the Merchant understands and accepts that Kora provides its Services subject to the written approvals, directives, notices, or authorizations as may be issued by the appropriate Regulatory Authority directly to Kora from time to time. Kora may make any change to the Services or this Agreement as is necessary to ensure compliance with the regulatory directive, and will, where practicable, notify the Merchant within 72 hours (excluding public holidays and weekends) of any such change.

4. The Merchant shall immediately notify Kora of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause loss or damage to Kora (including but not limited to any material change in the nature or extent of the Merchant's business). 

5. The Merchant shall immediately notify Kora on becoming aware of any actual or suspected security breach relating to any Customer Data or Card Data. As soon as reasonably practicable, the Merchant shall identify and remediate the source of such a security breach and take any additional steps required by Kora. This clause shall not prejudice any other remedies available to Kora under this Agreement. 

6. The Merchant shall comply with any additional security, authentication, risk control, or other requirements imposed by Kora or a Card Scheme, including but not limited to where that Merchant is, in the opinion of Kora and/or the Card Scheme, engaged in high-risk activities. 

7. The Merchant shall not engage in any practice prohibited by any of the Card Scheme Rules unless permitted by Applicable Law.

8. Kora may amend the Fees (Appendix A) by providing 30 calendar days' prior written notice. Such change will become effective on the calendar day immediately following the end of this period except a notice of objection is received from the Merchant before the expiration of the timeline. The Merchant understands that failure to agree to the revised fees may result in a suspension or termination of a part or all of the Services, as applicable.

B. Services other than Kora virtual card

1. In respect of the Services, other than the use of the Card API:

1.1 Kora will, in consideration for the Fees and compliance by the Merchant with the terms of this Agreement, provide the Services with reasonable skill and care, in accordance with the terms of this Agreement, Applicable Law and Card Scheme Rules and for the duration of this Agreement.
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1.2 The Merchant shall comply with Applicable Laws and relevant Card Scheme Rules. The Merchant shall not act in contravention of or cause Kora to act in contravention of any Card Scheme Rules to which Kora is subject. 
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• The Merchant shall only accept payments and/or process Refunds: 
  
  a. from Customers in connection with goods and/or services supplied by the Merchant; or
  b. in respect of goods and services which: 
         i. commonly fall within its business as identified in its request to Kora for the Services, and
          ii. the customer would reasonably expect to receive; and 
          iii. in respect of goods or services the provision of which is in accordance with Applicable Law. 
• Kora shall make all payments due to the Merchant into a digital wallet created for the Merchant by Kora and maintained by the Merchant. The Merchant may request that in addition to, or instead of, a digital wallet, Kora should settle its payment into a bank account which the Merchant maintains in a reputable bank acceptable to Kora in the Merchant’s name. For the purpose of this Agreement, both the digital wallet maintained pursuant to this clause and the bank account shall be referred to as "Merchant Bank Account".
• Where it has been agreed that Kora may debit a Merchant Bank Account, the Merchant shall: 
  
  a. maintain with its bank an instruction to authorise all such debits and/or provide Kora with any necessary mandate or authority; and 
  b. deposit funds in the Merchant Bank Account as Kora may in good faith consider necessary. 
• While Kora may provide installation guides, the Merchant remains solely responsible for ensuring the correct implementation, installation, integration, security, and operation of all systems, equipment, software, and telecommunications and use of the Services on its own platform.
• The Merchant shall provide immediate notice of (i) any unauthorised third-party use of the Services; and/or (ii) any event which might lead to such unauthorised use.
• The Merchant shall take all reasonable steps to assist Kora in handling any claim or query raised by any other third party in relation to the Services.

‍1.3 The Merchant acknowledges and agrees to abide by this Agreement and any other policy, rules or instruction by Kora, and ensure that all equipment and software it uses in connection with the transactions and the storage and/or processing of Customer Data complies with, any payment application data security standards of any relevant Card Scheme as updated from time to time. The Merchant shall ensure that any of its agents, sub-contractors or any third parties used by it in relation to the transactions is aware of and shall comply with the terms of this clause. 

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2. Security Deposit

2.1 The Merchant shall provide a rolling reserve of 10% (ten percent) of the settlement amount due to the Merchant (“Security Deposit”) for a period of 180 days, to secure the performance of the Merchant's actual, contingent or potential obligations under this Agreement or otherwise in connection with the Services. Kora reserves the right to unilaterally call for an increase to the level of security held. 
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2.2 Where the need for the Security Deposit does not arise within the holding period with Kora, Kora shall credit the Merchant’s account with the same on the 181st day.

2.3 At the time of termination, Kora may retain such amount from the Security Deposit (if any) and Payment payable to the Merchant as may be determined by Kora to cover Chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by Kora for a period of 180 Business Days. In the event that such retained amount is not sufficient to cover all outstanding amounts of the Merchant post-termination, the Merchant shall ensure that it pays Kora all pending amounts within 5 (five) Business Days of receiving the demand notice and shall at all times keep Kora indemnified in this respect.
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3. Payments, Fees, Charges

3.1 Kora shall maintain a record of all the transactions carried out by Kora on behalf of the Merchant. The Merchant shall be able to monitor all the transactions relating to its account.
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3.2 Kora shall, on each Payment Date make the Payment, net of the necessary deduction of the Fees due to it, available for access by the Merchant, in the Merchant Bank Account. 

3.3 Kora is entitled to recover the Fees and the sums set out in clause 3.4 of Section C of Schedule 2 by: 

• deduction from the next Payment due to the relevant Merchant; 
• debit from the relevant Merchant wallet with Kora, in accordance with clause 3.4 of Section C of Schedule 2 below;
• invoice (in which case such sums will be payable by the Merchant in accordance with the terms of the invoice); and/or
• any combination of the above. 

3.4 Kora is entitled to recover and withhold:
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• any Refunds; 
• any Chargebacks and any Fines; 
• any amounts required to cover any: 
  
  a. Chargeback costs, Fines, taxes, levies, value-added tax (VAT), withholding taxes and any liability relating to a transaction or; 
  b. liability of the Merchant under this Agreement; and 
  c. any other charges or amounts incurred by or due to Kora under or in connection with this Agreement.

3.5 If the value of the Fees and the categories of claims which Kora is entitled to recover as set out in clause 3.4 of Section C of Schedule 2 exceed the aggregate value of a Payment due to the Merchant on any Payment Date, the shortfall may be deducted (together with any accrued interests) on the next Payment Date. In addition, the relevant Kora payment provider/partner reserves the right to require immediate payment of all or part of such shortfall at any time (together with interest). 

3.6 Kora is entitled to defer any Payment or any other sum due to the Merchant to the extent that Kora, in its absolute discretion, considers necessary or appropriate to protect its ability to recover the Fees and/or the sums set out in clause 3.4 of Section C of Schedule 2 or any other liability (actual or anticipated) of the Merchant in connection with this Agreement.

3.7 If Kora has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, Kora may suspend the processing of that, and any connected transaction, or withhold Payment until the satisfactory completion of any investigation. Kora shall notify the Merchant that such transaction is withheld pending ongoing investigations.

3.8 The Merchant shall not be entitled to any interest or other compensation whatsoever in respect to suspension or delay in receiving Payment.
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4. Additional Requirements for Card Acquiring

4.1 Unless the Merchant receives and records the express consent of the cardholder:
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• the Merchant may not retain, track, monitor or store any Card Data, or use Card Data beyond the scope of the specific transaction for which Card Data was given, and
• the Merchant must completely remove all Card Data from its systems, and any other place where it stores Card Data, within 24 hours after it receives an authorisation decision relevant to that Card Data.

4.2 If, with the cardholder’s consent, the Merchant retains Card Data, it may do so only to the extent that the Card Data is necessary for processing payment transactions. The Merchant must never give or disclose the retained Card Data to anyone, not even as part of the sale of its business. Moreover, and regardless of anything to the contrary, the Merchant must never retain or disclose the CVV2 Data, not even with the cardholder’s consent. 
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5. Chargebacks [Card Acquiring]

5.1 The Merchant acknowledges and agrees that in certain circumstances, a chargeback claim may be brought against it either directly to Kora or to any financial institution. It also acknowledges that a financial institution or Card Scheme may refuse to settle a transaction for whatever reason. 

5.2 The Merchant agrees that it may be required to reimburse Kora for Chargebacks where it has accepted payment in respect of the relevant transaction (even if the Merchant is under no legal liability for the supply or performance of the goods or services concerned). 

5.3 The Merchant must respond to chargeback disputes or refunds within 12 hours after a notice from Kora failing which the dispute shall be resolved against the Merchant and Kora shall bear no liability or be obligated to provide any further assistance in respect of the resolved claim.

5.4 All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction or, if applicable, at the option of Kora, to an amount converted to the settlement currency from the currency of Chargeback by the Card Scheme or other financial institution to Kora at the rate of exchange quoted by Kora for settlement purposes on the day the Chargeback is processed. 

5.5 In the event that the Merchant disputes the claim, the Merchant undertakes that Kora is entitled to withhold the funds due to the Merchant from Kora, or the Merchant’s funds in its wallet with Kora, pending the resolution of the Chargeback claim. Notwithstanding, Kora shall be entitled to charge the chargeback and refund fees stipulated in Appendix A of this Agreement ("Chargeback Costs"). 

5.6 Kora shall not be obliged to investigate the validity of any Chargeback by any Card Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback.

5.7 Kora shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks that arise within 180 days after the relevant transaction, even where such timeline is after the termination of the contractual relationship between the Merchant and Kora. 

5.8 Kora may immediately pass on and recover from the Merchant any Fines or further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Services provided hereunder if Kora in its sole opinion considers that the total value of Refunds and/or Chargebacks is unreasonable. 

5.9 It is the Merchant's responsibility to prove to Kora's satisfaction that the debit of a customer's account was authorised by such a customer. 

5.10 The Merchant must at all times maintain a chargeback and refund threshold of 0.5% on Kora platform failing which Kora may, upon notifying the Merchant, (i) shift any liability arising from non-compliance with the threshold to the Merchant; and/or (ii) discontinue the provision of the Services to the Merchant altogether without any further notice. 

5.11 The Merchant understands that it is its duty to monitor its activities to ensure it does not exceed this threshold within thirty (30) calendar days.

5.12 The Merchant agrees to process returns of, and provide refunds and adjustments for, products sold and/or payment collected through its merchant site in accordance with this Agreement, the Acquirer’s instructions, and relevant Card Schemes. The Merchant understands that all refunds must be routed through the same Acquirer payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction. 

5.13 The Merchant agrees and confirms that it shall remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Kora, Acquirers, Card Schemes and/or Customers and for all claims and proceedings arising against Kora and/or an Acquirer with respect to the Agreement.
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6. Chargebacks [Non-Card Acquiring]

6.1 The Merchant acknowledges and agrees that in certain circumstances, a chargeback claim may be brought against it either directly to Kora or to any financial institution. It also acknowledges that a financial institution may refuse to settle a transaction for whatever reason. 
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6.2 The Merchant agrees that it may be required to reimburse Kora for Chargebacks where it has accepted payment in respect of the relevant transaction (even if the Merchant is under no legal liability for the supply or performance of the goods or services concerned).  

6.3 The Merchant must respond to chargeback disputes or refunds within 12 hours after a notice from Kora failing which the dispute shall be resolved against the Merchant and Kora shall bear no liability or be obligated to provide any further assistance in respect of the resolved claim.
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6.4 All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction or, if applicable, at the option of Kora, to an amount converted to the settlement currency from the currency of Chargeback by the financial institution to Kora at the rate of exchange quoted by Kora for settlement purposes on the day the Chargeback is processed.

6.5 In the event that the Merchant disputes the claim, the Merchant undertakes that Kora is entitled to withhold the funds due to the Merchant from Kora, or the Merchant’s funds in its wallet with Kora, pending the resolution of the Chargeback claim. 

6.6 Kora shall not be obliged to investigate the validity of any Chargeback by a financial institution, whose decision shall be final and binding in respect of any Chargeback.

6.7 It is the Merchant's responsibility to prove to Kora's satisfaction that the debit of a customer's account was authorised by such a customer. 

6.8 The Merchant must at all times maintain a refund threshold of 0.5% on Kora platform failing which Kora may, upon notifying the Merchant, (i) shift any liability arising from non-compliance with the threshold to the Merchant; and/or (ii) discontinue the provision of the Services to the Merchant altogether without any further notice.

6.9 The Merchant understands that it is its duty to monitor its activities to ensure it does not exceed this threshold within thirty (30) calendar days.

6.10 The Merchant agrees to process returns of, and provide refunds and adjustments for, products sold and/or payment collected through its merchant site in accordance with this Agreement, the Acquirer’s instructions, and relevant Card Schemes. The Merchant understands that all refunds must be routed through the same Acquirer payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction.

Appendix A: (Fees/Pricing)

Please contact your sales representative for pricing. 
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Appendix B: Service Level Agreement

1. General

1.1 In this Schedule, “Business Hours” shall mean the support hours as contained in section 2 below.
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1.2 Kora shall provide support for the Service via web, email, telephone and Skype during Business Hours. On-site support shall be provided at the Company’s office in Lagos, Nigeria during Business Hours for no charge, as needed.

2. Contacting us

2.1 Support and escalation contacts are included below:

3. Documentation and resources 
Technical and user documentation is available via the various help and support sections on the Platform. Support phone numbers, emails and contact forms are available via the Platform, and the Platform may be able to submit support requests via the Platform.

4. Response & resolution times:

4.1 The Client acknowledges that the response times may be affected by disruptions on the mobile networks systems, a service downtime or service maintenance by mobile networks and holds Kora harmless against any loss that may occur as a result of a disruption on the mobile networks systems
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5. Chargeback Timelines - Kora Virtual Cards