Merchants Terms and Conditions.

MERCHANT APP AGREEMENT

These terms apply between SHABO PAY and you as a merchant (the “Merchant”) for the use of the Merchant App (as defined below). By accepting these terms, you warrant that you are authorized to enter into this agreement on behalf of the Merchant. Please note that by acting on behalf of the Merchant (e.g. as an employee or a subcontractor of the Merchant) parts of the Agreement apply to you as an individual accessing the Merchant App. These obligations include:

• abiding by the principle of data secrecy. This means that customer data is confidential and shall not be disclosed except where legally permitted. It also means that your login credentials shall be kept confidential.
• verifying the customer’s identity before making any changes within the Merchant App. In particular, you must, in addition to requesting and verifying the customer’s full name, ask two control questions, e.g. the billing address, the purchase date, the customer’s date of birth, the exact amount of the order.

1. BACKGROUND

SHABO PAY's merchant App is a platform that includes a number of standard features as well as additional services which the Merchant can sign up for (the "Merchant App"). This agreement (“Agreement”) sets out the terms and conditions governing the use of the Merchant App. Some Merchants have previously entered into an agreement with SHABO PAY regarding the Merchant’s use of one or several SHABO PAY services (the “Main Contract”). To the extent relevant, the terms in the Main Contract will apply to this Agreement as well.

2. MERCHANT APP FUNCTIONALITY AND PURPOSE

Frequently, the Merchant will be the first point of contact for the customer. In order to provide a smooother customer experience, the Merchant shall be able to administer certain order-related aspects directly, as permitted below and for the purpose of managing customer enquiries relating to their order and the payment thereof. Further, the Merchant App offers Merchants the opportunity to sign up for other SHABO PAY services. Features include, but is not limited to, being able to:

• view the customer’s name, phone number, email address, billing address and shipping address;
• view the customer’s payment method and any refunds that might have occurred;
• view reference numbers for the transaction; and
• resend the order statement.

3. USING THE MERCHANT APP

3.1 MERCHANT ACCESS

The Merchant can access the Merchant App by using the credentials provided by SHABO PAY. The credentials provided by SHABO PAY are for the Merchant’s appointed individuals use only and may not be provided to any third party, including separate legal entities within the Merchant’s own legal group, except as permitted herein. The Merchant is obliged to keep the credentials confidential. Any breach against this clause will be seen as misuse. Access to the Merchant App as well as all actions performed will be logged by SHABO PAY for security reasons and for customer relationship purposes. In case of a breach of this Agreement, SHABO PAY reserves the right to restrict or revoke access to the Merchant App. SHABO PAY is entitled to exercise these measures alongside any remedies specified in the Main Contract.

3.2 MERCHANT OBLIGATIONS

The Merchant is obligated to verify the customer’s identity before making any changes within the Merchant App. In particular, the Merchant must, in addition to requesting and verifying the customer’s full name, ask two control questions, e.g. the purchase date, the customer’s date of birth, the exact amount of the order. If the Merchant uploads, changes or shares content with SHABO PAY via the Merchant App, the Merchant grants SHABO PAY a royalty-free, exclusive, irrevocable and worldwide right to use and display the content for the purpose of delivering services and fulfilling its obligations under any existing Main Contract. SHABO PAY reserves the right to remove any content uploaded or shared by the Merchant if required to do so according to applicable legislation, or if SHABO PAY considers, in its sole discretion, any such content to be offensive, inappropriate, unlawful, violating the rights of others, or otherwise objectionable. The Merchant is fully liable for any content uploaded or shared within the Merchant App.

3.3 MERCHANT DISPUTES APP

The Merchant Disputes App simplifies your management of SHABO PAY orders in case of a dispute. As a SHABO PAY Merchant you are required to promptly manage any dispute or questions related to such dispute. Instead of receiving one or more emails per dispute, the Merchant Disputes App is your tool for managing all these in one place. By accepting the terms and conditions of this app, you agree to respond to the disputes within the app within the given timeframe. Be aware that all existing and all to be added merchant IDs for your merchant App account will be automatically connected to the Merchant Disputes App. Please keep in mind that if you do not reply before the respective deadline, the transaction might be reversed without you having the opportunity to give input. Please note that any reminder or special dispute emails will be sent to the email address stated in the settings for the Merchant Disputes App.

3.4 RESTRICTIONS

The Merchant is prohibited from using or trying to use the Merchant App in a way that is outside the scope and intentions of this Agreement and any existing Main Contract. In particular, the Merchant may not export any personal data from the Merchant App nor use the data accessible via the Merchant App for any other purpose than to administer the customer relationship as foreseen by this Agreement and any existing Main Contract.

4 SHABO PAY - MERCHANT RELATIONSHIP

4.1 SCOPE AND RESPONSIBILITY

The Merchant shall prevent unauthorized use of the access credentials to the Merchant App as well as maintain an access log of which Merchant employees have access to the Merchant App. The Merchant shall ensure that any personnel entrusted with processing personal data comply with the principle of data secrecy and have been duly instructed their obligations under this Agreement and data protection legislation. The obligation to secrecy shall continue after the termination of this Agreement and any existing Main Contract. In case of a serious interruption of operations, suspicion of breach of personal data including issues relating to the credentials, or any other irregularity in the processing of personal data, the Merchant shall, without undue delay, inform SHABO PAY, by sending an email to [email protected].

4.2 OBLIGATIONS AND RIGHTS OF SHABO PAY

SHABO PAY is entitled, upon reasonable notice, to audit whether the Merchant is complying with its obligations specified in this Agreement and applicable law. The audit shall not disrupt any day-to-day activities of the Merchant.

4.3 ENQUIRIES BY DATA SUBJECTS AND SUPERVISORY AUTHORITY TO SHABO PAY

SHABO PAY is obliged, based on applicable data protection legislation, to provide information to a data subject or supervisory authority about the processing of personal data. The Merchant is obliged to assist SHABO PAY in making this information available when relevant, unless otherwise instructed. Unless otherwise instructed, the Merchant shall inform SHABO PAY immediately upon receipt of a request of information by sending an email to [email protected].

5 MISCELLANEOUS

SHABO PAY is entitled to solely change any conditions of this Agreement, provided that SHABO PAY notifies the Merchant of the changes. The Merchant App is provided “As Is” and SHABO PAY makes no representations, warranties or guarantees, whether express, implied or statutory, with respect to your use of the Merchant App. To the extent permitted by applicable law, SHABO PAY disclaims any and all statutory warranties, including without limitation, any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. SHABO PAY does not guarantee the continuous, uninterrupted, error-free or secure use of any part of the Merchant App. Use of the Merchant App may be interrupted due to events outside SHABO PAY’s reasonable control. SHABO PAY does not approve or control any third party website or application and is not responsible or in any way liable for their content. If you use such websites or applications from third parties, the terms and conditions for those websites or applications will apply to you. SHABO PAY retains all ownership and intellectual property rights to anything developed by SHABO PAY and provided to or accessed by the Merchant under this Agreement. The Merchant shall fully indemnify and hold SHABO PAY harmless from and against any loss, damage, claim and costs etc. arising from or relating to any breach of the Merchant’s obligations pursuant to this Agreement. The aforementioned liability shall not be limited by anything stated in a Main Contract. Should a provision of this Agreement become invalid or unenforceable, this will not affect the other provisions and the validity of this Agreement. Instead of the invalid or unenforceable provision, the Parties shall decide on a wording that comes as close as possible to the commercial meaning and purpose of such provision. This Agreement enters into force on the date it is accepted by the Merchant and shall apply until further notice. This Agreement is governed by and will be construed in accordance with Swedish law. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Courts of Ghana. The rules for Expedited Arbitrations of the Courts of Ghana shall apply, unless the Courts of Ghana, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Courts of Ghana shall apply. In the latter case, the Courts of Ghana shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The place of the arbitration shall be in Accra, Ghana. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration section will be kept strictly confidential, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party. Should an existing Main Contract specify a different governing law and jurisdiction, the clauses mentioned in those contracts shall take precedence.