Merchant Agreement

1. Parties

This Merchant Agreement ("Agreement") is entered into between:

• Roho Technologies Limited, a company registered in Uganda ("RohoPay")
• The Merchant identified in the onboarding application ("Merchant", "you")

Together, the "Parties". This Agreement incorporates by reference theTerms of Service,Acceptable Use Policy,Privacy Policy, andPricing page.

2. Services

RohoPay provides payment processing services enabling the Merchant to accept payments from Customers via mobile money, cards, and bank transfers through integrated Providers. Services include:

• Hosted checkout pages and payment links
• API for direct integration
• Dashboard for transaction monitoring, settlement tracking, and reporting
• Webhook notifications for transaction events
• Settlement to Merchant's designated bank account
• Fraud monitoring and risk management tools

3. Merchant Obligations

• Accurate Information: Provide true, complete, and updated business, ownership, and banking information. Notify RohoPay of changes within 5 business days.
• KYC Compliance: Complete KYC before live processing. Maintain valid documents. Cooperate with periodic re-verification.
• Acceptable Use: Comply with the AUP. Do not process prohibited transactions.
• Customer Transparency: Clearly display pricing, terms, refund policy, and Merchant identity before payment. Provide receipts.
• Technical Compliance: Implement webhook verification, idempotency, PCI DSS SAQ-A, domain allowlist, API key security, and rate limit handling.
• Dispute Cooperation: Respond to chargeback/dispute notifications within the specified window with compelling evidence.
• Regulatory Compliance: Obtain and maintain all licenses required for your business. Comply with consumer protection, data protection, and financial regulations.

4. Fees & Payment

• Fees per Pricing page and any custom agreement.
• Fees deducted automatically from each Transaction before Settlement.
• Provider pass-through fees (MNO charges, card network fees) at cost.
• Chargeback fees: UGX 50,000 per chargeback (plus Provider fees).
• RohoPay may update fees with 30 days' written notice.
• All fees exclusive of applicable taxes (VAT, withholding tax). Merchant responsible for taxes.

5. Settlement

• Standard: T+1 to verified bank account (business days).
• New Merchants: 7-day hold from first live Transaction.
• RohoPay may impose rolling reserves (e.g., 10% for 90 days) based on risk.
• Minimum settlement: UGX 50,000 (or equivalent). Below minimum rolls to next cycle.
• Settlement currency: UGX (default) or as agreed. FX at Provider rate + RohoPay margin.
• RohoPay may delay/withhold for disputes, compliance, fraud, or Provider issues.

6. Chargebacks, Refunds & Disputes

• Merchant solely liable for all chargebacks, refunds, and fees.
• RohoPay may debit Merchant wallet or future settlements for chargeback losses.
• If wallet insufficient, RohoPay may invoice Merchant (payable within 7 days) or pursue legal recovery.
• Merchant must respond to dispute notifications within 7 calendar days with evidence.
• RohoPay/Providers' dispute decisions are final and binding.
• See Refund & Dispute Policy for details.

7. Representations & Warranties

Merchant represents and warrants:

• Validly organized, existing, and in good standing under applicable law.
• Has all licenses/authorizations to operate its business.
• This Agreement is valid, binding, and enforceable.
• Transactions submitted are genuine, authorized by Customer, for legitimate goods/services.
• No Transaction involves prohibited categories (per AUP) or illegal activity.
• Merchant will not use Services for money laundering, sanctions evasion, or terrorism financing.

8. Indemnification

Merchant shall indemnify, defend, and hold harmless RohoPay, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Merchant's breach of this Agreement or the AUP
• Merchant's products, services, or business practices
• Fraud, misrepresentation, or illegal acts by Merchant
• Customer disputes related to Merchant's Transactions
• Merchant's violation of intellectual property rights
• Merchant's failure to comply with applicable laws/regulations

9. Limitation of Liability

• RohoPay's aggregate liability ≤ fees paid by Merchant in prior 12 months.
• No liability for indirect, incidental, consequential, or punitive damages.
• No liability for Provider outages, force majeure, or Merchant's business losses.
• RohoPay is a payment infrastructure provider — not party to Merchant-Customer contracts.

10. Confidentiality

Each Party protects the other's Confidential Information (non-public business, technical, financial, customer data) with at least reasonable care. Exceptions: public domain, independently developed, legally required disclosure (with notice where permitted). Obligations survive 3 years post-termination.

11. Term & Termination

• Term: Commences on Effective Date; continues until terminated.
• Either Party may terminate with 30 days' written notice.
• RohoPay may terminate immediately for: material breach, AUP violation, regulatory action, insolvency, fraud, or repeated chargebacks > 1%.
• On termination: Merchant ceases using Services; RohoPay processes pending settlements (subject to holds); Merchant returns/destroys RohoPay Confidential Information.

12. Force Majeure

Neither Party liable for failure/delay due to events beyond reasonable control (war, natural disaster, pandemic, government action, Provider outage, internet disruption). Affected Party must notify the other promptly and use reasonable efforts to mitigate.

13. Governing Law & Dispute Resolution

Governed by laws of Uganda. Disputes resolved by binding arbitration in Kampala, English language, ICC Rules. RohoPay may seek injunctive relief in any competent jurisdiction.

14. General

• Entire agreement; supersedes prior discussions.
• Amendments require written agreement (email accepted).
• No assignment without consent (except affiliates/acquirers).
• Notices via email to registered addresses.
• Waiver of one breach ≠ waiver of others.
• Severability: invalid provisions don't affect the rest.
• No third-party beneficiaries except Providers (for their rights).

15. Execution

This Agreement may be executed electronically. By clicking "I Accept" during onboarding or using live Services, Merchant agrees to be bound. A signed PDF copy is available for download below.

16. Contact

Questions? Email legal@rohopay.com.