YOU MAY NOT ACCESS OR USE ANY SOFTPAY BUSINESS SERVICES UNLESS YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS AS CONTAINED IN THIS AGREEMENT.
Please read the contents of this document carefully and print the copy sent to your email and/or retain this information electronically for your records.
This Merchant Service Agreement (“Agreement”) is a legal agreement between NEWLIFE TECHNOLOGIES SARL (together with its subsidiaries, affiliates, successors and assigns) And You (hereinafter referred to as the Merchant), as a user in order for You to receive certain services and other services offered by SoftPay Business and or its subsidiaries and affiliates.
NewLife Technologies Sarl and Merchant are herein referred to collectively as “ Parties” and individually as “ Party”, whereas:
Now It Is Hereby Agreed As follows:
In this Agreement, the following definitions apply:
In this Agreement, a reference to:
NewLife Technologies Sarl hereby grants the Merchant the non-exclusive right to channel its customers through the Payment Gateway.
Each Party is responsible for ensuring data security on their platform/SoftPay Products and for all data and Confidential information acquired pursuant to this Agreement. Each Party shall be and remain compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable to that Party and prior to such Party accessing any payment cardholder data or credit card information as such requirements may be amended from time to time.
This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue for a period of twelve (12) months (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement.
Upon expiry of the initial term, this Agreement shall automatically renew for successive one (1) year periods until terminated in accordance with this Agreement.
NewLife Technologies Sarl hereby agrees to:
6.1. The Merchant hereby agrees:
as applicable for a period of one (1) or two (2) weeks in conjunction with NewLife Technologies Sarl;
6.2. In order to ensure continued compliance with the requirements of the BEAC, the Merchant understands and accepts that NewLife Technologies Sarl provides its Services subject to the written approvals, directives, notices or authorisations as may be issued by the BEAC from time to time and the Payment Scheme Rules. The Merchant further accepts that NewLife Technologies Sarl may make any such changes to the Services or this Agreement as are strictly necessary to ensure compliance with the BEAC and the Payment Scheme Rules and the continuous provision of the Services to the Merchant.
6.3. The Merchant acknowledges that the Cards created on the SoftPay Platform are the property of NewLife Technologies Sarl, and will be subject to cancellation at any time by NewLife Technologies Sarl or the Issuing Bank, as required by Applicable Law, or, on a case-by-case basis, where NewLife Technologies Sarl and/or the Issuing Bank believes that the Card is being used for fraudulent or illegal purposes provided that NewLife Technologies Sarl shall immediately notify the Merchant of such cancellation.
6.4. The Merchant agrees that it will be responsible for and liable to NewLife Technologies Sarl and Issuing Bank for all reasonable expenses associated with and any losses from over limit processing or reasonable expenses incurred by NewLife Technologies Sarl or Issuing Bank in seeking fraud or unauthorized transaction recovery under Applicable Law that was a result of the Merchant’s action or inaction including actions of the Merchant’s employees.
1. NewLife Technologies Sarl may, without notice, set off any debts or liabilities due from the Merchant to NewLife Technologies Sarl under this Agreement against any debts or liabilities owed by NewLife Technologies Sarl to the Merchant, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, NewLife Technologies Sarl may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
2. NewLife Technologies Sarl is entitled to defer any settlement or any other sum due to the Merchant to the extent that NewLife Technologies Sarl considers necessary or appropriate to protect their ability to recover the Fees and/or the sums or any other liability (actual or anticipated) of the Merchant in connection with this Agreement.
3. If NewLife Technologies Sarl has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, NewLife Technologies Sarl may suspend the processing of that transaction and any connected, transaction, or withhold settlement until the satisfactory completion of any investigation. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving Payment.
4. The exercise by NewLife Technologies Sarl of any of its rights under this clause shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which NewLife Technologies Sarl is otherwise entitled (by operation of law, contract, or otherwise).
1. under this Agreement is structured in Annexure 1 and as may be updated from time to time on esoftpay.com
2. direct processors fees from Payment Scheme which are already contained in the fees contained in clause 8.1 above.
3. reduce/waive its transaction fees provided in Annexure 1 from time to time without recourse to the Merchant but shall notify the Merchant of such increase/reduction/waiver immediately upon its implementation.
4. NewLife Technologies Sarl is entitled to recover and withhold:
5. The Merchant may markup fees to its Customers without recourse to NewLife Technologies Sarl.
6. The Merchant hereby gives NewLife Technologies Sarl full permission and authorization to receive all settlements and collections on its behalf, from the Acquiring Bank, and to liaise with the Acquiring Bank, in order to make all due settlements to it, and on its behalf, through the NewLife Technologies Sarl platform.
1. The Merchant warrants that it has never had an agreement with a payment scheme provider which was terminated upon request and/or demand by the payment scheme provider or any regulatory authority.
2. The Merchant warrants that it shall not submit any transaction that the Merchant knows is illegal, fraudulent or restricted for authorization, or not authorized by the cardholder.
3. The Merchant warrants it will conduct appropriate due diligence on all Customers.
4. The Merchant warrants that it shall fully cooperate where any forensic investigation is being conducted on the Merchant until such time the investigation is completed.
5. The Merchant warrants it will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law and Payment Scheme Rules. In particular, the Merchant will not use the Services in a manner that that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations.
6. The Merchant warrants that the Merchant has not been subject to the following:
7. The Parties warrants that they are duly registered and licensed (where applicable), and have the full capacity, regulatory approvals and corporate authorisation to enter into this Agreement and discharge the obligations and responsibilities created herein.
8. The Parties further warrant that no element of this transaction constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property in its country or countries of domicile and operation.
9. The Parties warrant that in the case of any third-party software used in respect of this Agreement, that they have the required licence and the right to grant a sub-licence to use such thirdparty software.
10. Each Party warrants to the other that this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms and obligations therein and no provision of this Agreement is in conflict with any of the Party’s obligations under its constitutional documents, Applicable Law or any other document, charter or agreement to which the Party is subject,
11. The Parties shall keep each other indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.
12. NewLife Technologies Sarl neither warrants that the use of the Payment Gateway or the operation thereof will be uninterrupted nor error free, however, NewLife Technologies Sarl warrants that it shall use its best endeavours to ensure that the Payment Gateway functions optimally at all times and within generally accepted industry standards during the term of this Agreement.
13. Except as set forth in this clause 10, NewLife Technologies Sarl makes no express or implied representations or warranties with respect to the Payment Gateway and related services or their condition, merchantability, fitness for any particular purpose or use by the Merchant or the Merchant’s customers.
14. Disclaimer. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.
Either Party shall indemnify and hold the other Party, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur:
1. With respect to any negligent act or omission by, or wilful misconduct of, the Party’s employees or agents to the extent however that such negligent act can be situated in the normal course of employment or appointment;
2. The violation of any applicable law, statute or regulation by the Parties or their personnel;
3. In connection with any third party claims, actions, demands and/or losses to the extent that such losses result from any breach of this Agreement by such indemnifying Party. The Merchant shall indemnify and hold NewLife Technologies Sarl harmless from and against any damage, loss or liability that NewLife Technologies Sarl may incur as a result of:
1. Fraudulent transactions shall include but not be limited to:
2. In the event that fraudulent transactions account for more than 0.10% of the Merchant’s sales turnover in any one (1) month, NewLife Technologies Sarl may, in addition to any other remedy available to it, be entitled to unilaterally terminate this Agreement forthwith and/or request the Merchant to delist the affected customer from the use of the platform and terminate the Merchant Agreement with the affected Customer.
3. Merchant agrees that it will always be responsible for the actions of;
1. Where applicable, NewLife Technologies Sarl reserves the right to require that the Merchant provides (or procures the provision of security in such form as to be agreed by the Parties to secure the performance of the Merchant's actual, contingent or potential obligations under this Agreement or otherwise in connection with the Services. Such security may take the form of a deposit, a rolling reserve, a guarantee or indemnity. NewLife Technologies Sarl reserves the right to unilaterally call for an increase to the level of security held.
2. NewLife Technologies Sarl may require that any security provided be supplemented or replaced at any time.
3. At the time of termination, NewLife Technologies Sarl may retain such amount from the security (if any) and settlement payable to the Merchant as may be determined by NewLife Technologies Sarl to cover Chargeback risk, Refund risk or any potential loss, damages, penalties, cost that may be incurred by NewLife Technologies Sarl for a period of one hundred and eighty days (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 NewLife Technologies Sarl all pending amounts within ten (10) Business Days of receiving the demand notice and shall at all times keep NewLife Technologies Sarl indemnified in this respect.
1. The liability of NewLife Technologies Sarl to the Merchant, whether in contract, negligence, and other tort, by way of indemnity or otherwise arising out of or in connection with this Agreement shall be subject to the financial limits set out below:
1. Either Party may terminate this Agreement forthwith by giving’ notice in writing to the other Party if:
1. In order to implement this Agreement, Both Parties may receive and have access to certain information belonging to the other Party which the other Party may designate as Confidential Information, provided, the Parties recognize that they will not have access to, or share, non-public personal information regarding consumers under this Agreement. Both Parties agree that all Confidential Information is and shall remain the property of the Party providing the information and the Party receiving or gaining access to the information shall use all reasonable and prudent means to safeguard such Confidential Information, including all means required by law. Furthermore, neither Party shall copy, publish, disclose to others, or use such Confidential Information for any purpose other than the fulfilment of its obligations under this Agreement or where required by law.
2. Each of the Parties on behalf of itself and its employees, officers, directors, Affiliates, and agents, hereby agrees that Confidential Information made available to it will not be disclosed or made available to any third party, agent or employee for any reason whatsoever, other than with respect to: (i) its employees on a “need to know” basis, (ii) Affiliates on a “need to know” basis, provided that they are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this Section 17; and (iii) as required by Applicable Law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement, provided that prior to any disclosure of any party’s Confidential Information as required by law, the party subject to the requirement shall (iv) notify the other parties of all, if any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated and (v) cooperate with the other parties’ reasonable, lawful efforts to resist, limit, or delay disclosure.
3. Upon Termination of this Agreement, or at any time upon the request of the other party, each party shall return all Confidential Information in the possession of such Party or in the possession of a third party (over which such party has or may exercise control).
4. In the event of any breach of the obligations under this Section 17, each Party acknowledges that the other Party may have no adequate remedy at law, in addition to such other remedies as may be available to the other Party, the other Party may obtain injunctive relief.
5. This Section shall survive any termination or expiration of this Agreement.
1. If any of the Parties hereto is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to an Act of God, Natural Disaster, or Civil Disorder) the Party unable to fulfil its obligations shall immediately give notice in writing of this to the other Party and shall do everything in its power, including but not limited to accepting assistance from third parties or the other Party, to resume full performance.
2. If the period of incapacity exceeds two (2) months, then this Agreement shall automatically terminate unless Parties expressly agree otherwise in writing
We may request additional details from you regarding your complaints and keep records of your requests and resolution.
1. The relationship between the Parties hereto shall be one of collaboration for the single purpose of the business relationship herein created.
2. This Agreement shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other.
3. This Agreement is not intended to confer on any person other than NewLife Technologies Sarl and the Merchant, any express or implied benefit or burden.
1. Nothing set forth in this Agreement 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.
2. All Intellectual Property Rights in or related to the Payment gateway are and will remain the exclusive property of NewLife Technologies Sarl, 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 NewLife Technologies Sarl's proprietary rights or acquire any right in the Payment gateway, or the Confidential Information, as defined herein. Unless otherwise agreed on a case-by-case basis, NewLife Technologies Sarl 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.
1. The, rights benefits or obligations under this Agreement may not be assigned or otherwise transferred in whole or in part without the prior written consent of all the Parties but shall be binding upon and inure to the benefit of each of the Parties and, where so permitted, their assigns or other transferees.
2. NewLife Technologies Sarl may sub-contract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates; however, the Merchant shall remain responsible for the performance of its duties under this Agreement.
This Agreement may not be modified except by an instrument in writing signed by duly authorized representatives of each of the Parties.
The respective rights of the Parties (whether arising under this Agreement or under the applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such right shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of either Party shall preclude them from exercising any such right or constitute a suspension or variation of such right.
In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.
At all times after the date hereof the Parties shall at their own expense execute all such documents and do such acts and things as may be reasonably required for the purpose of giving full effect to this Agreement.
Save for NewLife Technologies Sarl Terms and Conditions and Payment Scheme Rules of this Agreement, this Agreement contains the whole agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Agreement upon the basis of any representation that are not expressly incorporated herein and the NewLife Technologies Sarl Terms and Conditions.
1. NewLife Technologies Sarl shall not be involved in any disputes that may arise between the Merchant and any of its Customers, unless such dispute specifically relates to transaction settlement.
2. In the event of a dispute between Parties with respect to any issue arising out of or relating to this Agreement in any manner, including but not limited to the breach thereof, resolution of which cannot be resolved amicably by the Parties through negotiation within thirty (30) days shall be resolved by arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Cameroon.
3. The Parties shall be entitled to require the appointment of an arbitrator by the Chairperson of Chartered Institute of Arbitrators (UK), Cameroon Branch, where the Parties fail to reach an amicable decision of the arbitrator.
4. The arbitration shall be held in Lagos, Cameroon and conducted in English language.
5. The decision of the arbitrator shall be final and binding on the Parties and Parties agree to be bound by it. Such decision shall be rendered within thirty (30) days of the closing of the hearing record.
6. The cost of arbitration shall be borne equally by the Parties.
7. The Arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgment. No award of punitive damages by the arbitrator may be enforced.
This Agreement shall be governed by the Laws of the Republic of Cameroon.
1. Any notice required or permitted by this Agreement to be given to either Party by the other shall be given by personal delivery to such Party or by registered or certified mail, electronic mail, postage prepaid, return receipt requested, and addressed to:
1. Each Party hereby undertakes that, at the date of this Agreement, 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 Agreement 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.
2. Each Party shall comply with all applicable anti-bribery and anti-corruption Laws in Cameroon (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.
3. The Merchant shall ensure that this clause 30 is observed in all relationship with its customers.
Where you negotiate a Merchant Services Agreement before or after accepting the terms of this EAgreement, the executed Agreement will take precedence over this E-Agreement The NewLife Technologies Sarl Payment Protection Promise.
Whenever you shop online and see the NewLife Technologies Sarl or SoftPay logo, we want you to feel confident and secure in your choice.
That’s why we are providing you with a guarantee that ensures that you are protected every time you spend with NewLife Technologies Sarl. We guaranty that you will be protected if the item or service you paid for didn’t arrive, is faulty or damaged or doesn’t match what was listed.
Safety and security guaranteed At NewLife Technologies Sarl, we take security seriously so every payment made on our platform is 100% secure, even exceeding industry standard.
Blacklist fraudulent merchants If a merchant is found to be repeatedly fraudulently charging you and other users, we will ensure that they are unable to continue perpetrating such services through NewLife Technologies Sarl’s technology, and report them to the appropriate authorities. What is covered.
All payments and SoftPay initiated transfers made to merchants for the provision of goods and services are covered by the NewLife Technologies Sarl Consumer protection promise. • Payments for items that adhere our terms of service.
What is not covered.
As much as we want to protect you and your money, there are scenarios that our promise will not be able to provide cover for.
You can get a refund for a product or service you paid for if:
Filing a claim
You can file a claim against a merchant if you have reached out to the merchant regarding a dispute and provided them with 24 hours to respond and any of the following scenarios apply:
How to log a claim.
You can let any of our agents know whenever you reach out to us through our email contact@ newlife-technologies.com.
In circumstances that are not covered by our payment protection promise, or if after investigation, we find that there is no validity to the claim that has been raised, and you still believe that you should be refunded, our arbitration process will kick in and we will attempt to mediate between you and the merchant.
If after the arbitration process, you still believe that you should be refunded, we encourage you to seek redress in a civil court against the merchant in question. NewLife Technologies Sarl will continue to do our best to ensure that all complaints come to a natural and logical conclusion
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