Parties Obligations

Merchant Payments Collection Service

Cellulant’s Obligations

Subject to the Merchant observing all provisions of the Agreement (including those as to payment), Cellulant undertakes to perform the following obligations in respect of the Services:

Integrate the Payment Gateway with the Merchant’s system and those of the MNOs for the purpose of facilitating Bill Payment transactions between the Merchant and the Customers.
Define and implement a settlement mechanism and process between the Merchant and Cellulant as set out in Second Schedule.
Undertake reconciliation with the Merchant in relation to Payments collected and settled.
Co-ordinate, supervise, and decide upon all activities relating to the Services.
Ensure confidentiality of all information submitted by the Customers via the Payment Gateway. Cellulant shall ensure proper encryption and security measures to prevent hacking. If there are lapses on Cellulant’s part leading to loss or damage, Cellulant shall indemnify the Merchant subject to limitations in the Agreement.
Ensure all necessary licenses and registrations required by Cellulant are in full force to enable mobile payment services and comply with all enactments, rules, bylaws, and standards.
Ensure compliance with all laws, rules, regulations, and guidelines set by Payment Facility Providers.
Perform services with due diligence, efficiency, and economy following professional standards and sound management practices.

Merchant’s Obligations

The Merchant declares, assures, undertakes, and covenants to do the following:

Integrate the Payment Gateway with its systems to allow Customers to make Payments.
Promote the Services through proper marketing and communication.
Be solely responsible for dealings with Customers, including identity validation. Cellulant is not liable for defects in Merchant Services.
Help define and implement the payment mechanism and smooth fund flow.
Provide the required API for integration and support customization and testing within agreed timelines.
Maintain records of all Transactions as per Customer instructions.
Ensure appropriate agreements or acknowledgments from Customers before accepting instructions, as per applicable laws.
Independently carry out necessary Customer verifications.
Acknowledge that Cellulant and its Payment Facility Providers do not guarantee any transactions.
Address any Customer complaints regarding service deficiencies in consultation with Cellulant.
Ensure all required licenses and registrations are in effect and comply with applicable standards and bylaws.
Ensure confidentiality and proper security measures to protect Customer data.
Act in compliance with all applicable laws, rules, regulations, and Payment Facility Provider guidelines.
Bear and be responsible for all taxes on Payments received through the Payment Gateway.
Not represent itself as an agent or representative of Cellulant or MNOs or make any representations/warranties binding on Cellulant.

General

Cellulant and the MNO shall not be party to the Agreement between the Customers and the Merchant.
Cellulant may impose transaction limits in consultation with the Merchant and refuse transactions exceeding such limits.
Cellulant may cancel/reject suspected fraudulent transactions and refund accordingly as per the Second Schedule.
The Merchant guarantees performance of obligations to Customers who make Payment.
The Merchant shall not sell or deal in prohibited goods or services via the Payment Gateway including:
- Pornography
- Alcohol and drugs/drug paraphernalia
- Counterfeit and unauthorized goods
- Gambling, lotteries, casinos
- Hacking/cracking materials
- Tobacco and cigarettes
- Weapons and related armaments
- Any goods/services prohibited by applicable laws or judicial authorities
If Cellulant incurs a penalty due to the Merchant violating authority standards or bylaws, the Merchant shall pay the amount upon claim by Cellulant.
The Merchant shall not extend Cellulant’s services to sub-merchants without Cellulant’s compliance team’s approval. Any violation leading to loss or penalty shall require full indemnity and payment by the Merchant.
The Merchant grants Cellulant a non-exclusive, royalty-free license to use its trademarks, service marks, and logos solely for Payment Gateway marketing purposes.
The Merchant shall display agreed Payment Gateway logos or statements on its marketing materials.
Cellulant may prohibit display of any Merchant content that violates applicable laws or is detrimental to its interest.
The Merchant and Customers shall only use the Services for purposes stated in the Agreement unless otherwise agreed in writing.

Merchant Aggregation Service: Biller Aggregation

Cellulant’s Obligations

In providing the Services, Cellulant shall:

Facilitate any integration necessary between its systems and those of the Merchant to allow Payment transactions to be tracked and serviced as per the Agreement.
Provide the required API for integration into the Merchant’s system.
Notify the Merchant if the float amount in the Cellulant Account falls below the agreed minimum funds level, enabling the Merchant to facilitate payments to Cellulant Merchants.
Provide second level support for Payments; the Merchant shall handle first level Customer support.
Advise the Merchant from time to time of the Cellulant Merchants signed up to receive Payments from Customers.
Ensure that it does not access or allow access to the Merchant’s system for any reason except to perform its obligations under the Agreement.
Comply with all rules, by-laws, and standards set by statutory bodies.

Merchant’s Obligations

Pursuant to the Agreement, the Merchant shall be responsible for the following:

Integrating its core system with the Payment Gateway and agreed third-party systems to facilitate Payments to Cellulant Merchants.
Providing the required API for integration into the Payment Gateway.
Crediting the Cellulant Account with pre-paid funds to facilitate Customer Payment transactions as per the Agreement.
Maintaining agreed minimum funds levels in the Cellulant Account.
Providing real-time visibility of Payments to Cellulant Merchants.
Ensuring its systems function correctly at all times; in case of unavoidable system downtimes, notify Cellulant immediately and make best efforts to resolve them promptly.
Ensuring internet availability at all times for all business functions.
Facilitating Customer registration for use of the Services.
Providing Cellulant with relevant and adequate technical information on Service-related incidents that require system support.
Providing all necessary hardware in respect to the Services under this Agreement.
Complying with all rules, by-laws, and standards set by statutory bodies.
If any violation by the Merchant results in a penalty on Cellulant, the Merchant shall pay the penalty amount upon receipt of the claim.
Pay Cellulant’s fees as set forth in the Merchant Agreement.

Joint Operational Terms

The Parties shall adhere to mutually agreed written timelines in deploying the Services and cooperate fully to meet these deadlines.
The Parties understand that Payment Services may change at Cellulant’s discretion. Both Parties will agree on a process for notifying and implementing such changes.

Merchant Aggregation Service: Cellulant to Merchant Clients

Cellulant’s Obligations
Subject to the Merchant observing all provisions of the Agreement (including those relating to payment), Cellulant undertakes the following obligations in respect of the Services:

Integrate the Payment Gateway with the Merchant’s systems and those of the MNOs to facilitate Transactions and settlement of Payments.
Define and implement a settlement mechanism and process as set out in the Second Schedule.
Undertake reconciliation with the Merchant in relation to Payments collected and settled.
Coordinate, supervise, and manage all activities relating to the Services.
Ensure confidentiality of all information submitted by Customers via the Payment Gateway, using appropriate encryption and security measures. If any security lapse causes loss or damage to the Merchant, Cellulant shall indemnify the Merchant, subject to any agreed limitations.
Ensure, at its own cost, that all required licenses and registrations are in effect to deliver the Services. Cellulant guarantees compliance with all applicable laws and standards.
Comply at all times with laws, rules, regulations, and guidelines set by the MNO as a payment facility provider.
Perform services diligently, efficiently, and in line with professional standards using appropriate technology and methods.
In the event of a Customer complaint regarding Service deficiencies, take corrective action in consultation with the Merchant.
Indemnify the Merchant for costs or expenses arising from Cellulant’s failure to provide Services as per the Agreement and Third Schedule, subject to limitations on liability.

Merchant’s Obligations
The Merchant hereby declares, assures, undertakes, and covenants to do the following:

Integrate the Payment Gateway with its systems to enable Customers to make Payments for Merchant Client Services.
Promote the Services through appropriate marketing and communication channels.
Be solely responsible for dealings with Merchant Clients and Customers, including verifying their identity and authority to use the Payment Gateway. Cellulant bears no liability for defects in Merchant Client Services.
Help define and implement the payment mechanism and ensure smooth fund flow.
Provide the required API and make necessary customizations to enable system integration, supporting development and testing within agreed timelines.
Recognize all Transactions in accordance with Customer instructions.
Ensure appropriate agreements or acknowledgements are obtained from Customers before processing instructions, in line with applicable laws.
Ensure that all required customer verifications are carried out (including those by Merchant Clients), with the understanding that Cellulant and its partners do not guarantee transactions.
Handle and resolve Customer complaints in consultation with Cellulant.
Ensure all necessary licenses and registrations are in effect for both the Merchant and the Merchant Clients.
Ensure confidentiality and implement proper encryption and data protection measures.
Comply with all laws, rules, and regulations, and ensure the Merchant Clients do the same.
Be responsible for all applicable taxes, including withholding taxes, on Payments received via the Payment Gateway.
Not represent itself or allow Merchant Clients to represent themselves as agents of Cellulant or the MNO, or make any commitments on Cellulant’s behalf.

General Provisions

Cellulant and the MNO are not parties to any agreement between the Customers and Merchant Clients, or between the Merchant and its Clients.
Cellulant may impose transaction value limits in consultation with the Merchant and refuse payments exceeding those limits.
Cellulant may reject transactions suspected of fraud and refund such payments as per agreed terms.
The Merchant guarantees full performance of obligations to Customers making payments.
The Merchant shall not, and shall ensure Merchant Clients do not, use the Payment Gateway for prohibited goods/services, including:
- Pornography
- Alcohol and drugs/drug paraphernalia
- Counterfeit and unauthorized goods
- Gaming/gambling
- Hacking and cracking tools
- Tobacco and cigarettes
- Weapons (firearms, ammunition, knives, etc.)
- Any goods/services in violation of applicable laws or judicial orders
If any bylaw or standard violation by the Merchant or Merchant Clients results in a penalty on Cellulant, the Merchant shall pay the penalty upon receiving a claim.
The Merchant grants Cellulant a non-exclusive, royalty-free license to use its trademarks, service marks, and logos for Payment Gateway marketing. The Merchant shall prominently display related branding as agreed.
The Merchant shall ensure that Merchant Clients also grant Cellulant similar branding rights and display the Payment Gateway branding in their materials.
Cellulant reserves the right to prohibit any display on Merchant or Merchant Clients’ systems or marketing that violates laws or harms Cellulant’s interests.
The Services shall be used only for purposes outlined in this Agreement, unless both parties agree otherwise.
The Merchant shall not extend Cellulant’s services or infrastructure to sub-merchants without prior approval from Cellulant’s compliance team. Any violation resulting in a loss or penalty to Cellulant must be fully indemnified by the Merchant.

Merchant Disbursement Service (Payouts)

Cellulant’s Obligations
In providing the Services, Cellulant shall:

Take all necessary and reasonable actions to integrate into the Payment Account and any other relevant system of the Merchant for the purpose of enabling the services.
Manage the Payment Account in accordance with the Merchant’s instructions, subject always to the Merchant’s compliance with its obligations to Cellulant as outlined in this Agreement.
Where practicably reasonable and deemed necessary by the Parties, facilitate the opening of the Payment Account on behalf of the Merchant.
Where practicably reasonable and deemed necessary by the Parties, take ownership of the Payment Account, provided that ownership shall be transferred to the Merchant upon the Merchant’s request and subject to the Merchant’s compliance with this Agreement.
Perform the Services and carry out obligations with due diligence, efficiency, and economy, in accordance with generally accepted professional standards, employing state-of-the-art technology, security, and safety methods.
Act at all times as a faithful adviser to the Merchant and safeguard the Merchant’s legitimate interests in any dealings with third parties.

Merchant’s Obligations
The Merchant hereby declares, assures, undertakes, and covenants to do the following:

Instruct the MNO to authorize Cellulant to directly manage the Payment Accounts on the Merchant’s behalf.
Ensure that there is always a sufficient e-value balance in the Payment Account to make all required payments.
Be solely responsible for transmitting funds from its pay bill account to:
- The Payment Account;
- The relevant local currency account.
Be solely responsible for facilitating foreign exchange conversions where necessary and bear the associated risk of such conversions.

Bulk SMS Service

Cellulant’s Obligations
In providing the Services, Cellulant shall:

Perform the Services and carry out its obligations with due diligence, efficiency, and economy, in accordance with generally accepted professional standards and practices. Cellulant shall observe sound management practices and employ state-of-the-art technology, security, and safety methods.
Always act, in respect of any matter relating to this Agreement or the Services, as a faithful adviser to the Merchant, and shall support and safeguard the Merchant’s legitimate interests in any dealings with third parties.

Merchant’s Obligations
The Merchant hereby declares, assures, undertakes and covenants to do the following:

Properly use the SMS service and ensure that all data sent is accurate, technically compatible, and in accordance with any guidelines or formats prescribed by Cellulant and/or regulatory authorities.
Be solely responsible for the content transmitted to Customers and other recipients, ensuring compliance with the Agreement and all applicable laws and regulations.
Ensure that the content is not used for any of the following:
- Transmitting illegal, unauthorized, or offensive content intended to annoy, harm, or contravene Zambian law or any applicable legislation.
- Conveying any message or transmission deemed by Cellulant to be morally repugnant, pornographic, or prejudicial to Cellulant’s business interests.
- Infringing on intellectual property rights such as copyrights, patents, trademarks, trade secrets, or proprietary rights of any third party.
- Damaging, disrupting, or unlawfully accessing any service, equipment, or network belonging to Cellulant or any other party.
Indemnify Cellulant against any criminal or civil actions and costs arising directly from a breach of the above clauses.
Prefund its account with Cellulant to access the Bulk SMS Services. This includes an initial agreed-upon prefund and maintaining a minimum float balance thereafter.
Accept that if Cellulant receives complaints about any content transmitted and, upon investigation, finds a breach of these terms, Cellulant may terminate the Agreement or specific services immediately at its sole discretion.

Merchant Settlement Model

(Applicable to Merchant Payment Collection Services)

Term	Description
Bill	Amount of money paid by the customer for items or services provided by a merchant.
Channel	Mode of access the customer will use to access the Payment Gateway, including but not limited to ATM, USSD, and Internet.
Collection Account	Bank accounts opened by Cellulant with a Bank for purposes of collecting payments for bills (including transaction charges).
Commission	Amount charged to the customer for a bill payment done on the Payment Gateway.
Commissions Account	Account operated by the Bank for purposes of collecting commissions for bills paid.
Customer	Person making a payment for a bill on the Payment Gateway.
Merchant	Seller of the good or service for which the customer is paying. In this Agreement, this shall refer to the Merchant.

Descriptions of various status on the Payment Gateway.

Term Descriptions

Term	Description
Escalated	Incomplete transaction due to a system timeout or failure of sending out SMS pending status confirmation from the reconciliation team.
Manual Failure	A transaction acknowledged as failed with manual intervention by the Reconciliation Team.
Manual Success	A transaction acknowledged as successful with manual intervention by Cellulant and/or the Bank.
Merchant Requested Reversal	A successful transaction that is marked for reversal by the Merchant due to a customer error.
Pending Positive	A transaction on the Payment Gateway that is in progress.
Pending Negative	A transaction that is rejected and is pending reversal by the Payment Gateway.
Acknowledgement Time Out	The Merchant does not acknowledge payment within 30 minutes.
System Time Out	The Payment Gateway is not able to reach the Merchant due to a network or hardware issue.
(Transaction) Failure	Atransaction on the Payment Gateway that is not completed, and reversal performed successfully
(Transaction) Success	A transaction on the Payment Gateway that is started and completed successfully( Fund Debited and customer notified)

A. Settlement Process: Successful Transactions

Customer/Merchant initiates a transaction
Bank:
1. Debits the Customer Account with the relevant amount.
2. Credits the Suspense Collection Account.
3. Instructs the Payment Gateway to relay payment details to the Merchant (relevant amount + Payment details).
The Payment Gateway:
1. Creates a transaction with the Bill amount.
2. Informs the Merchant that the Bill is paid.
3. Informs the Bank that the Merchant has acknowledged.
4. Sends confirmation to the Customer.
Bank (process repeated hourly):
1. Debits the Suspense Account.
2. Credits the Cellulant Collection Account with the relevant amount.
Cellulant reconciles transactions with the Merchant.
Payment is made to Merchant as per the agreed settlement period.

B. Settlement Process: Failed Transactions

Customer/Merchant initiates a transaction – If there is failure at this point, Customer is not debited.
Bank:
1. Debit Customer Account with relevant amount.
2. Credit Suspense Collection account.
3. Instruct the Payment Gateway to relay payment details to Merchant (relevant amount + Payment details).
- If cannot reach the Payment Gateway, system auto reverses (Execute above steps in reverse order).
- If no acknowledgment is sent by the merchant system, use fetch bill status to confirm.
Payment Gateway:
1. Create transaction with Bill Amount.
2. Inform merchant that Bill is paid.
- If Merchant cannot be reached, mark transaction as failed, inform Bank, and auto reversal is done by Bank.
- If no acknowledgement from Merchant, then the transaction is escalated.
- If Merchant rejects bill, mark transaction as failed, inform Bank, and auto reversal is done by Bank.
1. If ultimately successful, inform Bank that Merchant has acknowledged.

Notes to Settlement Process

Banks must support auto-reversal.
All transactions will be done in local currency.
Automatic time out will be done after thirty (30) minutes (due to infrastructure or network).
Cellulant reconciliation team available 5 days a week (8:00 am – 6:00 pm) except on holidays. Complaints raised over weekends will be handled by the support team.
Reversing successful transactions will not be allowed without mutual consent from the Parties.
(Applicable only to Global Merchants for settlement in foreign currency)
Where due to prevailing circumstances such as economic factors reasonably beyond Cellulant’s control, Cellulant reasonably believes it cannot meet the Settlement of Payments within the agreed period, Cellulant shall notify the Merchant in writing at least 4 days before the Settlement period. The parties shall meet to renegotiate and agree on an extended settlement date on a case-by-case basis.