Terms and Conditions

CAREFULLY READ THE FOLLOWING AGREEMENTS! THE SAAS AGREEMENT AND THE DATA PROCESSING AGREEMENT CONTAIN IMPORTANT INFORMATION ABOUT TERMS, CONDITIONS, RIGHTS, AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS OF THE PARTIES. THE CUSTOMER IS CONSENTING TO BE BOUND BY AND BECOMING A PARTY TO THIS AGREEMENT. THE CUSTOMER’S AUTHORISED REPRESENTATIVE REPRESENTS THAT HE/SHE IS DULY AUTHORISED TO COMMIT THE CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BOSPay will use commercially reasonable efforts to provide the Customer the services described in the SAAS SERVICES AND SUPPORT SERVICES section.

The Service is offered subject to the terms of this Agreement, the Data Processing Agreement (DPA), and any terms contained in the Order Form(s).

The headings in this Agreement are for convenience only and shall not affect their interpretation.

Transaction Processing: The process whereby BOSPay verifies, authorizes, and processes payment information provided by a Merchant’s customer during a transaction.

Documentation: The specifications, user manuals, training materials, or any other documentation that BOSPay makes generally available to all Customers relating to the use and operation of the Service.

Equipment: Includes, but is not limited to, mobile devices, servers, software, networking devices, and web servers.

Human Review: The process whereby a human reviews or confirms transaction details or security checks when necessary.

Payment Processing Partner: The financial institution or third-party service provider that processes payment transactions on behalf of the Customer.

Party: Refers to either BOSPay or the Customer in this Agreement; collectively, the “Parties.”

Order Form: Each fully executed order form that incorporates these Terms and describes the Services to be provided by BOSPay.

SaaS Services: These terms and conditions govern the Customer’s access to and use of BOSPay’s website and all Services offered by BOSPay. Customer access to the Service is conditioned on acceptance of and compliance with these Terms.

The Service integrates with Payment Processing Partners and other third-party providers to deliver transactions. While BOSPay relies on such partners, BOSPay will provide reasonable support to help the Customer address any issues that may arise.

Customer is solely responsible for compliance with all applicable laws, rules, regulations, and tax obligations arising from the use of the Services.

Support Services: BOSPay will provide a test environment to facilitate integration and testing prior to the Customer integrating BOSPay’s API calls into its system. Additionally, as part of registration, the Customer will create administrative credentials for its BOSPay account. BOSPay may change support contacts or communication methods with at least five (5) calendar days’ notice.

Customer will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services or any Software provided by BOSPay; modify, translate, or create derivative works based on the Services or any Software, except as expressly permitted.

Customer will not use the Services for timesharing or service bureau purposes or for the benefit of a third party without BOSPay’s express approval, nor remove any proprietary notices.

BOSPay grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use any Software provided solely in connection with the Services during the term of this Agreement.

Customer warrants that it holds all necessary licenses, permits, and authorizations to fulfill its obligations under these Terms.

Customer represents and warrants that it will use the Services only in compliance with BOSPay’s Usage Policy and all applicable laws.

Customer grants BOSPay permission to use the Customer’s name and logo in BOSPay’s marketing materials with the Customer’s prior written consent. BOSPay grants Customer similar rights with respect to BOSPay’s name and logo, subject to BOSPay’s right to request removal if deemed inappropriate.

Prohibited Activities: Customer shall not utilise the website or Services for any illegal transactions or purposes. BOSPay reserves the right to suspend or limit access if it determines that the Services are being misused.

Each Party may disclose confidential business, technical, or financial information (“Proprietary Information”). Proprietary Information of BOSPay includes non-public information about the Service’s features, functionality, performance, and pricing. Proprietary Information of the Customer includes non-public data provided to BOSPay to enable the Services. The Receiving Party agrees to protect such information with reasonable care.

This obligation does not extend to information that is public, was known prior to disclosure, is disclosed by a third party without breach, or is required by law.

The Customer shall retain access to all Customer Data, while BOSPay retains rights to the Services, any enhancements, and associated intellectual property.

Customer agrees that BOSPay may use aggregated or de-identified data to improve its Services.

Customer will pay BOSPay the applicable fees as agreed in the Order Form. Fees may be invoiced based on usage, and the Customer agrees to pay in accordance with BOSPay’s terms.

Invoices will be generated monthly based on usage data from the BOSPay portal, which is deemed definitive unless disputed within fourteen (14) calendar days.

Fees are exclusive of taxes; the Customer is responsible for all applicable taxes.

For local currency payments, BOSPay will use the prevailing official exchange rate provided by the relevant central bank.

BOSPay reserves the right to change prices with at least fifteen (15) calendar days’ notice. Material changes will be communicated, and Customers may terminate without penalty if they object.

For pay-as-you-go Customers, pre-funding of wallets is required.

Except as otherwise provided, all fees are non-refundable.

This Agreement is effective for one (1) year from the Commencement Date and will automatically renew for additional periods unless terminated by either Party with at least thirty (30) days’ notice prior to the end of the current term. BOSPay may suspend inactive accounts after 90 days, with notice to the Customer.

Either Party may terminate the Agreement immediately with two (2) days’ notice in the event of non-payment, material breach, insolvency, or other specified conditions.

Customer will pay for all Services provided up to the termination date; certain provisions will survive termination.

Customer warrants that any required consents for processing personal data have been obtained, documented, and are current.

BOSPay will use reasonable efforts, consistent with industry standards, to maintain the Services and provide support in a professional manner, subject to scheduled or emergency maintenance.

BOSPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE OFFERED “AS IS.”

BOSPay will employ appropriate technology to protect the security of communications during the provision of the Services.

Notwithstanding its efforts, BOSPay does not assume liability for security breaches except in cases of proven negligence.

Customer acknowledges that internet connections may be susceptible to interference; BOSPay does not warrant the Services are free from such interference.

Customer should take appropriate steps to secure its information, data, and Equipment.

Customer agrees to indemnify and hold harmless BOSPay from any claims, losses, or expenses arising from Customer’s use of the Services, except where caused by BOSPay’s negligence or willful misconduct.

BOSPay’s total liability shall not exceed the fees paid by the Customer during the twelve (12) months preceding the claim.

BOSPay shall not be responsible for any settlements or liabilities not approved in writing.

Force Majeure: Neither Party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, civil unrest, epidemics, war, emergencies, or other events outside its control.

Severability: If any provision is found unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in effect.

Entire Agreement: This Agreement, including all schedules and Order Forms, constitutes the entire agreement between the Parties.

Assignment and Transfer: Neither Party may assign this Agreement without the other’s prior written consent.

Variation: BOSPay reserves the right to change these Terms. Material changes will be communicated at least thirty (30) days in advance, and Customers may terminate without penalty if they object to the revised Terms.

Notices: All notices must be in writing and will be deemed given when electronically confirmed, or seven (7) calendar days after mailing.

Dispute Resolution: Any dispute that cannot be resolved amicably within thirty (30) days shall be resolved by arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). If Services are delivered in multiple territories, disputes shall be resolved under AFSA or a mutually agreed framework.

Governing Law: This Agreement shall be governed by the laws of South Africa, unless otherwise agreed in writing for cross-border Services.