Terms and Conditions

OptiPay Technologies > Terms and Conditions

These Terms and Conditions shall apply to the Optipay merchant account and contain rights and obligations of Optipay and the Merchant (hereafter referred to as You) in relation to the use of Optipay Payment Gateway for the purpose of processing payment transactions. Please review these entire terms of service before you decide whether to accept it and continue with the application process. The content is binding as an Terms of Service and is not subject to any varying terms or conditions, unless otherwise agreed by the Parties in writing.

1. DEFINITIONS OF TERMS

The following defined terms appear in these Terms and Conditions.

  1. Acquirer, Acquiring Bank: A financial institution such as a bank, that facilities to payment acceptance from the Cardholder through Optipay Payment Gateway, by processing transactions through payment methods for which the Acquirer is authorized by a Card
  2. API: Application Program Interface belonging to Optipay for the purpose of providing the Services.
  3. Card: Any form of credit or prepaid card, which may be used by a Cardholder to carry out a transaction on the Cardholder’s account.
  4. Cardholder: Any person who is issued a card; possesses and uses the card and, when required, whose signature appears on the card as an authorized
  5. Card Scheme: The party offering and/or regulating the relevant payment
  6. Optipay Terms and Conditions: Means collectively the terms and conditions set forth in this Terms of Service, as may be amended from time to time, including all exhibits, schedules, and addendum thereto and the terms and conditions of the Payment Gateway.
  7. Intellectual Property: means any and all information of a proprietary nature in relation to the technology, business, products, processes, services or operations of a party, including any patent, trademark, logo or design, which has been registered or is capable of being registered in any national intellectual property office or association, as well as any copyrightable works, trade secrets and know-how.
  8. Merchant(s): The entity that has entered into this Terms of Service with Optipay regarding the delivery of payment services.
  9. PCIDSS: Payment Card Industry Data Security Standard
  10. Rolling Reserve: A percentage of the amount processed by payment provider agreed between a merchant and the provider used by merchant account provider that acts as a safeguard against
  11. Scheme Rules: The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Schemes as may be amended or supplemented over time and with which the Merchant must comply when using the relevant payment
  12. Service(s): The Optipay service(s), described in these Terms and Conditions, which facilitates the processing of payment processing on behalf of a Merchant.
  13. System(s): Optipay payment gateway, technology and other related systems
  14. We, Our or Us: Optipay

2. PURPOSE

2.1 Optipay grants to the Merchant a non-exclusive, non-transferable license to use the Optipay Payment Gateway for the term of this Terms of Service solely for the purposes of the permitted use. Except to the extent specifically authorized under this Terms of Service, Merchant must not sub- license, transfer or assign the right to use.

3. MERCHANT’S UNDERTAKINGS

3.1 The Merchant shall:

  1. Not make any warranty or representation whatsoever in relation to the Services which may bind Optipay or make it liable in any way whatsoever unless provided otherwise in these Terms and Conditions;
  2. Comply with all security or encryption standards, rules and procedures imposed by Optipay as guided by PCI DSS;
  3. Make connections to such other systems as Optipay may require from time to time to facilitate and complete the processing of payment processing;
  4. Inform Optipay of any change in the particulars, within 24 hours of such change, of its designated settlement account where it is supposed to receive settlements or any other form of payment from Optipay;
  5. Not capture, by any means possible, cardholder payment card details including but not limited to Primary Account Number (PAN) or Card Number, Personal Identification Number (PIN), Card Verification Value (CVV);
  6. Comply with all PCI DSS regulations as relates to the services herein;
  7. Keep approved digital certificates for a site authentication such as Secure Sockets Layer (SSL) certificate, current and valid and take all necessary measures to protect the security and secrecy of its site
  8. Notify Optipay of any change to the IP address(es) of its website(s) used for payment transactions.
  9. Notify Optipay of new or additional products that it proposes to offer on its website;
  10. Only accept payments and/or process refunds from cardholders or customers in connection with goods and/or services which have been supplied to the relevant cardholder or customer;
  11. Not offer or sell on its website(S) any goods or services not expressly stated during the registration of its website with Optipay, the default of which Optipay shall withdraw its services and prevent access to the
  12. Integrate only the websites expressly stated upon its registration and approved by Optipay and derive the services provided. Any additional website will undergo approval process before connection with the System.
  13. In the instance a merchant is undertaking services on their website other than is indicated during onboarding, they are too immediately, or no later than 24 hours, inform Optipay of such activities for clearance. If such activities are prohibited by any law or scheme rules or are deemed unsuitable by Optipay, this Terms of Service may be terminated to the costs of the Merchant.
  14. Ensure that goods being ordered and paid for in its system are available in order to avoid cases of chargebacks. Each logged chargeback shall attract a fee as described in schedule A Any increase in the chargeback ratio above the set limit will cause a commensurate increase in the chargeback fee, this will be communicated to the Merchant before settlement.
  15. If the chargebacks exceed 0.5% of the volumes processed via Optipay for a period of one (1) month and after receipt of notice to that effect, then the Merchant will be deactivated from using the platform;

3.2 Unless otherwise agreed by the Parties in writing, the Merchant acknowledges and agrees that it shall (at own cost) be solely responsible throughout the duration of this Terms of Service for the provision of all such equipment, software, systems and telecommunications facilities which are required to enable the Merchant receive the Services.

3.3 In order to permit the Merchant’s websites to inter-operate with Optipay payments systems, the Merchant will be provided with API codes to be installed on its The Merchant shall have full responsibility for the integration process and Optipay shall not be liable for any fault or failure to integrate to the payment systems. All Integration however, shall be subject to passing Optipay’s Integration acceptance tests prior to going live.

3.4 The Merchant shall be liable solely for directly incurred costs arising from:

    1. Data stored or transmitted on or through the Systems; or
    2. Any use of the Systems passwords or identification codes assigned by Optipay.

3.5 The Merchant shall observe and comply with all security measures and instructions prescribed by Optipay or any bank in respect of any card transactions or customer (cardholder) payment

3.6 The Merchant shall notify Optipay of any security breach, misuse, irregularity, suspected fraudulent transaction, account numbers or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of the Merchant’s site.

3.7 The Merchant must provide details (supporting documents for payments) upon request and in the manner requested.

3.8 The Merchant shall be solely responsible to its online customers (cardholders) on its site and use thereof of the payment The Merchant understands and agrees that under no circumstances shall use of the site or payment systems imply that Optipay endorses, sponsors, certifies or otherwise guarantees the sale or use of the Merchant’s Products.

3.9 The Merchant shall ensure that all sums due and payable by way of fees or settlement due to chargebacks or otherwise are settled in full to Optipay when they are due and the Merchant hereby authorizes and allows Optipay to debit its accounts for any such amounts or use any means available to recover such amounts.

4. UNDERTAKINGS OF OPTIPAY

4.1 Optipay warrants that it has the right and authority to grant to the Merchant the license set out in clause 2, in accordance with the terms of this Terms of Service; and any support services provided under this Terms of Service shall be performed in a workmanlike manner and in accordance with the prevailing professional standards used by service providers in the provision of similar services;

4.2 Optipay shall provide the Merchant with back-office access to the Merchant dashboard where it will get access to transaction reports in real time;

4.3 Work with the Merchant to provide the requisite integration technical specification and APIs in respect of the Payment Gateway subject to the Merchant’s acceptance of Optipay Terms and Conditions;

4.4 Optipay shall provide transaction and settlement reports to the Merchant before such settlements take place. No reports shall be provided on non-settlement days. The Merchant must check its reports and statements carefully and notify Optipay if it includes something which appears to be wrong. We shall correct any erroneous entries to the merchant account as soon as possible after we receive notification about such entries. If the Merchant disagrees with any of the entries on the reports or statements, they must notify us within thirty (30) days from the report date or otherwise the report will be deemed to be accurate;

4.5 Set-up the Merchant on Optipay Payment Gateway;

4.6 provide technology support to the Merchant on a discretionary basis;

4.7 Provide post-implementation support to the Merchant;

4.8 Optipay shall provide the services with reasonable care and skill and in accordance with all applicable laws and regulations and this Terms of Service.

5. FEES AND CHARGES

5.1 The Merchant shall pay Optipay fees as described in Schedule A of this Terms of Service.

5.2 These fees described in clause 5.1 above shall be borne by the Merchant. The bank charges and settlement charges shall be borne by the Optipay reserves the right to revise such fees from time to time upon service of 14 days’ notice to the Merchant.

5.3 For all transactions, Optipay shall deduct its fees prior to settling the Merchant as per settlement duration provided in Schedule A of the agreement entered into by the Merchant and Optipay.

5.4 All payments required to be made by the Merchant on this service shall be payable without any deduction, claim, counterclaim, setoff, notice or demand.

5.5 No fee nor charges incurred by the Merchant under this service shall be refundable in the event of termination however so

5.6 The Merchant acknowledges that Optipay may be subject to complying with instructions received from participating banks within the Optipay network in respect of any transaction on/to the Merchant’s designated account and agrees that no liability shall be imputed to Optipay for acting on any such instruction.

5.7 If for any reason whatsoever, a Bank where the Merchant’s designated account is domiciled changes, the Merchant shall provide a notice of change of settlement bank within 14 working days of such a change to Optipay’s settlement or finance

5.8 No transaction settlement shall occur on the non-settlement days provided below:

a) Any day where Banks in Zambia or any of our jurisdictions are not open for business. Saturdays, Sundays and public holidays as gazetted and declared in Zambia or any jurisdiction where we run our operations; in which case transactions effected on such days shall be paid and settled on the day immediately following which is not any of the aforesaid non-settlement days.

6. ROLLING RESERVE

6.1 Optipay shall be responsible for determining the percentage of the Merchant’s Rolling Reserve on a risk-based approach and will be guided by reserve requirements of the acquiring banks. Rolling Reserve will be at 10% of each settlement held for 180 days and will be subject to below mentioned sub-clauses:

  1. Optipay may, at its sole discretion, provided it has issued a written prior notice within 7 days to the Merchant, withhold the reserve for any reason, including but not limited to cover any Card Chargebacks or Refunds or any fees/fines imposed on Optipay by banks, financial institutions or card scheme due to the breach of the Terms of Service by the Merchant or as security against future deductions;
  2. Optipay reserves the right to change the percentage of the reserve at its sole discretion upon notifying the Merchant by email of its intent to do so;
  3. In case of a chargeback, Optipay shall settle the amount of chargeback against outstanding settlement; in the event that there are insufficient funds to settle a chargeback, Optipay shall settle the amount from the Rolling Reserve;
  4. The Merchant shall not pledge, assign, use as collateral or otherwise encumber the reserve or any other sum withheld by Optipay under this Terms of Service;
  5. The Merchant further agrees that upon withholding, the reserve shall be in custody of Optipay and the Merchant has no legal or equitable rights in respect of the reserve until such time as any period for holding the reserve under this Terms of Service expires;
  6. The parties agree that this clause does not create a relationship of trustee and beneficiary between Optipay and the Merchant in respect of the reserve The rolling reserve period shall be six (6) months.
  7. Optipay may hold the rolling reserve for longer than 180 days in the event the merchant has ceased processing with Optipay to retain sufficient funds to settle any outstanding costs, fines, chargebacks or refunds that may arise.

7. SETTLEMENT OF FUNDS

7.1 Optipay shall make settlements of funds cleared and actually received by Optipay to the Merchant’s settlement bank, as specified in Schedule A of this Terms of Service.

7.2 Settlement shall be carried out weekly on the day and time that shall be agreed between Optipay and the Merchant. The cut-off time shall also be agreed by the Parties in writing.

7.3 All settlement shall always be done in the major global currencies or as requested by the Merchant using settlement methods supported by Where the payment is done in non-major currencies, we will convert the amount deducted from the card to a default USD or any other currency preferred by the Merchant using the prevailing foreign exchange index in the market and our banking channels.

7.4 Settlements shall only be made to the bank account or wallet provided by the merchant which should be owned by and in the Merchant’s name. No settlement will be made to any third-party bank account. Additionally, no claims shall be made to Optipay by a third party against funds settled directly to the merchant.

7.5 The Merchant shall have no right of objection to any received amount after the expiry of 30 business For the avoidance of doubt, any funds remaining after termination howsoever caused shall be settled to the merchant after six (6) months from the effective termination date or the date when the Merchant stopped processing with Optipay.

h) Optipay may hold settlement of funds due to the merchant where the merchant has ceased processing with Optipay to retain sufficient funds to settle any outstanding costs, fines, chargebacks or refunds that may arise.

8. CHARGEBACKS

8.1 Unless otherwise stated, all fees, charges and other payments to be made by the Merchant are exclusive of VAT and any other relevant taxes and in addition to paying such fees, charges or other payments, the Merchant shall also pay any such taxes where applicable.

8.2 In certain circumstances, Card Issuers, Card Schemes and/or Other Financial Institutions refuse to settle a transaction or require repayment in respect of a transaction previously settled and/or remitted, notwithstanding that authorization may have been obtained from the Card Issuer and/or Other Financial Institution (such circumstances being a “chargeback”).

8.3 The Merchant acknowledges and agrees that under all applicable rules, regulations and operating guidelines issued by Card Schemes, Financial Institution, Regulatory Authority and Optipay relating to cards, transactions, other payment methods and processing of data, the Merchant may be required to reimburse Optipay for chargebacks in circumstances where the Merchant has accepted payment in respect of the relevant transaction and even if the Merchant is under no legal liability for the sale of goods or services in question. Any chargeback notice shall be in writing and shall detail the reason.

8.4 All chargebacks shall correspond to the whole or part of the settlement value of the original transaction or, at an amount converted to the settlement currency from the currency of chargeback by the Card Scheme to Optipay at the rate of exchange quoted for Settlement purposes on the day the chargeback is processed together with the Optipay fees reflected herein in this Terms of Service. Any chargeback notice shall be in writing and shall detail the reason.

8.5 Where a chargeback occurs, Optipay shall immediately be entitled to debit the Merchant’s account or make a reversal from the Merchant’s Account and/or make a deduction from any remittance and/or invoice the Merchant to recover:

  1. the full amount of the relevant chargeback plus the chargeback fees; and
  2. costs, expenses, liabilities or fines which may be incurred as a result of or in relation with such chargeback (chargeback costs)

8.6 A chargeback represents an immediate liability from the Merchant to Optipay and where the full amount of any chargeback and/or any chargeback costs is not debited by Optipay from the Merchant account or deducted from any remittance or invoiced as referred to in clause 9.5, then We shall be entitled to otherwise recover from the Merchant by any means the full amount of such chargeback and chargeback Costs (or the balance thereof, as the case maybe).

8.7 Optipay shall not be obliged to investigate the validity of any chargeback by any Card Issuer, Card Scheme or Other Financial Institution, whose decision shall be final and binding in respect of any

8.8 As chargebacks may arise a considerable period after the date of the relevant transaction, the Merchant acknowledges and agrees that, notwithstanding any termination of this relationship for any reason, Optipay shall remain entitled to recover chargebacks and chargeback costs (and, where relevant, from any entity who has provided Optipay with a guarantee or security relating to the Merchant’s obligations under this relationship) in respect of all chargebacks that occur in relation to transactions effected during the term thereof.

8.9 Optipay reserves the right to immediately pass on to the Merchant and recover from the Merchant any fines incurred and/or impose further charges on Merchant as per clause 3.1(n) and/or terminate the relationship forthwith if we consider that the total value of chargebacks is unreasonable based on the frequency, amounts and the proportion of volume of transactions as per clasue 3.1(o). Optipay can recover fines from the Merchant in the same way as chargebacks and in any event, they represent an immediate liability from the Merchant to Optipay.

8.10 The Merchant agrees that it bears the responsibility to prove to Optipay’s satisfaction (or that of the relevant Card Issuer or other financial institution) that the debit of a customer’s or cardholder’s account was authorized by such customer or cardholder.

8.11 Chargeback provisions shall be guided by the terms of the acquiring

9. REFUNDS

9.1 In certain circumstances the Merchant may choose to refund a card payment to a customer for credit to the customer’s card where the customer has declined acceptance of or returned the goods or

9.2 The Merchant must make the request for a refund of card transactions to Optipay within one hundred and twenty (120) days of the transaction.

9.3 There shall be no refund of the fees charged for executing the original transaction in part or in whole to the Merchant where the transaction is refunded.

9.4 There shall be no additional fees charged as the refund shall not be treated as a new transaction.

9.5 The Merchant understands and agrees that refunds for cards shall be subject to the acquiring bank’s terms and conditions.

9.6 The refund and its details must be in the form which Optipay has approved.

10. LIMITATION OF LIABILITY

10.1 Save in the event of negligence, fraud or willful misconduct, no Party shall be liable for any direct or indirect, incidental, special or consequential damages, including loss of profits, revenue, data, or use incurred by the others as a result of failure or interruption of the services to be provided under this contract.

10.2 To the fullest extent permitted by law, except as expressly set out in this Terms of Service, Optipay excludes all warranties, conditions, terms, representations or undertakings whether express, implied, statutory or otherwise, including without limitation any condition or warranty of merchantability or fitness for a particular purpose.

10.3 Optipay shall not be liable to the Merchant in event that the Merchant suffers loss arising from a breach of the security and integrity of the Merchant’s site, hardware or software related to this Service unless such loss is caused by Optipay negligence or breach.

10.4 Optipay’s liability shall be limited to the fees earned by Optipay in the month preceding the event that caused In no event shall Optipay be liable for any special, circumstantial, consequential or indirect loss to the Merchant or any third party.

10.5 The Merchant shall raise any claim from Optipay only within one (1) month immediately preceding the date the first such claim arises.

10.6 Optipay shall only accept any form of liability, limited as specified, which either result from the conclusion of a settlement Terms of Service between the parties; or a final judgement in court of law or by way of arbitration.

11. DISPUTES AND DISPUTE RESOLUTION

11.1 Optipay shall not be involved in any dispute that may arise between the Merchant and any of its customers unless such dispute specifically relates to transaction settlement.

11.2 Any dispute between Merchant and Optipay shall be referred to the most senior executives of the Parties to resolve amicably within thirty (30) days.

11.3 Upon the failure of an amicable resolution, disputes may be submitted to arbitration by either Such arbitration will take place in the London Court of International Arbitration. The parties shall agree on a mutual arbitrator, failure to which, either party shall apply to the Chairperson of the London Court of International Arbitration.

11.4 To the extent permissible by law, the decision of the arbitrator shall be final and binding on the parties. The language of the arbitrations shall be English.

11.5 Nothing in this Terms of Service shall prevent or delay a Party seeking urgent injunctive or interlocutory relief in a court having

12. INTERLLECTUAL PROPERTY

12.1 Nothing set forth in this Terms of Service shall constitute a transfer or assignment by one Party to another Party of any Intellectual Property Rights owned or otherwise controlled by such Party, and each Party hereby retains all of its rights, title and interest in such Intellectual Property Rights.

12.2 All Intellectual Property Rights in or related to the payment gateway are and will remain the exclusive property of Optipay, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Payment gateway is used or licensed. The Merchant shall not take any action that jeopardizes Optipay’s proprietary rights or acquire any right in the Payment gateway, or the confidential information. Unless otherwise agreed on a case-by-case basis, Optipay will own all rights in any copy, translation, modification, adaptation or derivation of the Payment gateway or other items of confidential information, including any improvement or development thereof.

12.3 Ownership of all Intellectual Property and other proprietary rights owned by each party prior to this Terms of Service or developed outside the scope of this Terms of Service (Background Intellectual Property) together with any derivatives or enhancements of, or modifications or improvements to the Background Intellectual Property shall not be affected by this Terms of Service.

13. CONFIDENTIALITY

Each of the Parties hereto undertakes to the other to keep confidential all information [written or oral], including the terms of this Terms of Service, concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the acceptance of this Terms of Service save that which is [a] trivial or obvious or [b] already in its possession other than as a result of a breach of this clause; or[c] in the public domain other than as a result of a breach of this clause. And each of the Parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees, agents and subcontractors. The confidentiality obligations shall survive the termination of the Optipay service provisions.

14. DATA PROTECTION

14.1 Each party acknowledges and agrees that, in the course of its engagement with the other party, such party and its employees may receive or have access to Personal Data and Information (as defined in the Data Protection Act, No. 24 of 2019) of among others, the other party, its clients/customers, directors, employees, officers and agents. Each party agrees and covenants that it shall:

  1. Comply with all privacy and data protection laws and regulations applicable to the performance of this Terms of Service.
  2. Process Personal Data and Information only in so far as necessary for the performance of its obligations under the contract and as permitted or required by law;
  3. Keep the Personal Data and Information confidential;
  4. Take appropriate technical and organizational measures to protect the Personal Data and Information against loss, unauthorized or unlawful processing and to guard against any security incident relating to the Personal Data and Information;
  5. Not to transfer Personal Data and Information which has been obtained by or made available to the concerned party within one country outside that country and without taking appropriate safeguards necessary to ensure the security and protection of the Personal Data and Information in accordance with the applicable data protection laws, or allow persons outside the country to have access to it, without the prior written approval of the other party;
  6. Promptly inform the other party of any actual or suspected security incident involving the Personal Data and Information and shall provide all such timely information and cooperation as the other party may require in order for such other party to fulfil its data breach reporting obligations under in accordance with the data protection laws.

14.2 A party shall be responsible for and remain liable to the owners of the Personal Data and Information for the actions and omissions of the party, its officers, employees, agents or subcontractors concerning the treatment and processing of Personal Data and Information and shall indemnify the other party from all loss or liability arising as a result of such actions and omissions.

15. ANTI-CORRUPTION

15.1 Each Party hereby undertakes that, at the date of this Terms of Service, itself, its directors, officers, employees or Affiliates have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with this Terms of Service and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.

15.2 Each Party shall comply with all applicable anti-bribery and anti- corruption Laws in Zambia (including the Economic and Financial Crimes commission laws and the Foreign Corrupt Practice Act of the United States of America and the Bribery Act 2010 of the United Kingdom) and all applicable anti-bribery and anti-corruption regulations and codes of practice.

15.3 The Merchant shall ensure that this clause is observed in all relationships with its customer