This Merchant Agreement (the "Agreement") is entered into on [Date] (the "Effective Date") by and between:
a. KIGALI INFO LTD, hereinafter referred to as the "Company," agrees to provide the Merchant access to the mSave app, allowing the Merchant to receive payments, offer agreed-upon discounts to clients using the app, utilize bulk SMS marketing, and brand mSave to indicate acceptance.
b. The Merchant agrees to accept payments through the mSave app, provide the agreed-upon discount to clients, conduct bulk SMS marketing, opt-in users for communication, and prominently display mSave branding to indicate acceptance.
a. The Merchant agrees to offer a discount on eligible purchases made by clients through the mSave ecosystem.
b. The terms and conditions of the discount, including any restrictions or limitations, will be communicated and agreed upon by both parties.
a. The Merchant agrees to use the mSave app to send bulk SMS messages to its customers, promoting its products or services.
b. The Company may provide templates or support for SMS marketing campaigns to enhance their effectiveness.
c. The Merchant can top-up bulk SMS credits and the charges associated with bulk SMS services will be communicated separately.
a. The Merchant agrees to use the mSave USSD code *727*77# to receive payments from clients.
b. The Company will provide the necessary support and information for the implementation and utilization of the USSD payment feature.
c. The Merchant acknowledges that payments received through the mSave ecosystem will be credited to the following accounts:
a. The Merchant agrees to use the mSave Merchant App provided by the Company for the purpose of requesting payments and managing transactions.
b. The Merchant acknowledges that utilizing the mSave Merchant App is an integral part of the agreement to streamline payment processing and enhance customer experience.
c. The Company will provide necessary training and support to ensure the Merchant's effective use of the mSave Merchant App.
d. The Merchant agrees to promptly update and maintain accurate information on the mSave Merchant App, including product details, pricing, and other relevant information.
a. The Merchant acknowledges and consents to register client contact information, including mobile numbers and email addresses, within the mSave system for the purpose of facilitating transaction-related communication.
b. The Company assures the Merchant that the collected contact information will be used solely for transactional and marketing purposes related to the services provided through the mSave app.
c. The Merchant agrees to adhere to applicable data protection laws and regulations when collecting and using client contact information and will promptly address any opt-out requests from clients.
d. The Company will provide support to the Merchant for the proper handling of client contact information and compliance with data protection laws.
a. The Merchant grants permission to mSave to publish the merchant's location on digital platforms, including but not limited to Google Maps, for the convenience of customers seeking the merchant's address.
b. The Merchant understands that the publication of the location is intended to enhance visibility and accessibility for customers utilizing the mSave app.
c. mSave agrees to exercise reasonable care in accurately representing the merchant's location on digital platforms.
d. The Merchant may request adjustments to the published location, and mSave will make reasonable efforts to accommodate such requests.
a. The Merchant acknowledges that clients who utilize the mSave app for transactions are considered clients of KIGALI INFO LTD.
b. Any client information, including but not limited to contact details and transaction history, collected during the use of the mSave app, is the property of KIGALI INFO LTD.
c. The Merchant agrees not to use client information for any purposes other than those explicitly related to transactions conducted through the mSave app.
d. The Merchant shall not share, sell, or transfer client information to third parties without the explicit written consent of KIGALI INFO LTD.
a. The Merchant agrees to provide exemplary customer service to users of the mSave.
b. The Merchant shall handle customer inquiries, concerns, or disputes with promptness, courtesy, and professionalism.
c. The Merchant acknowledges that maintaining high-quality customer care is crucial for the success of the partnership and customer satisfaction.
d. The Company may provide guidelines or support to assist the Merchant in delivering excellent customer service.
a. Merchant hereby acknowledges that "mSave" is a registered trademark owned by KIGALI INFO LTD.
b. Subject to compliance with the terms and conditions of this Agreement, the Company grants the Merchant a limited, non-exclusive license to use the mSave app and associated services solely for the purpose of accepting payments, managing transactions, and engaging in activities outlined in this Agreement.
c. The Merchant shall not sublicense, assign, transfer, or otherwise convey the rights granted under this license to any third party without the prior written consent of the Company.
d. The license granted herein does not include the right to modify, adapt, reverse engineer, or create derivative works based on the mSave app or any part thereof.
e. This license shall remain in effect for the duration of the Agreement and shall automatically terminate upon the termination of this Agreement for any reason.
f. The Company retains all rights, title, and interest in and to the mSave app and associated services, and no ownership rights are transferred to the Merchant under this Agreement.
a. In the event of any dispute arising under or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiations.
b. If a resolution is not reached through negotiations within 60 days of written notice of the dispute, the parties agree to submit the dispute to mediation.
c. The mediation shall be conducted by a neutral third-party mediator mutually agreed upon by both parties. Each party shall bear its own costs associated with the mediation.
d. If mediation is unsuccessful in resolving the dispute, any unresolved claims shall be subject to binding arbitration in accordance with the rules of KIAC (Kigali international Arbitration Centre) or another mutually agreed-upon arbitration institution.
e. The prevailing party in any legal proceedings related to the dispute shall be entitled to recover reasonable attorneys' fees and costs from the other party.
a. In performing their responsibilities pursuant to this Agreement, Company and Merchant are in the position of independent contractors, and in no circumstances shall either party be deemed to be the agent or employee of the other.
b. This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of partner or joint venture or any other form of association that would imply the sharing of profits, losses, or liabilities.
c. Each party shall have no authority to bind the other party to any obligation or commitment, and any representation to the contrary shall be null and void.
d. This independent contractor relationship shall not preclude either party from entering into similar agreements with other entities or individuals.
a. Subject to compliance with the terms and conditions of this Agreement, the Company grants the Merchant a limited, non-exclusive, non-transferable license to use the mSave app and associated services solely for the purpose of accepting payments, managing transactions, and engaging in activities outlined in this Agreement.
b. The Merchant shall not sublicense, assign, transfer, or otherwise convey the rights granted under this license to any third party without the prior written consent of the Company.
c. The license granted herein does not include the right to modify, adapt, reverse engineer, or create derivative works based on the mSave app or any part thereof.
d. This license shall remain in effect for the duration of the Agreement and shall automatically terminate upon the termination of this Agreement for any reason.
e. The Company retains all rights, title, and interest in and to the mSave app and associated services, and no ownership rights are transferred to the Merchant under this Agreement.
a. This Agreement shall commence on the Effective Date and continue until terminated by either party with 30 days' written notice.
b. Either party may terminate this Agreement immediately in the event of a material breach by the other party.
c. Upon termination, the Merchant shall promptly cease using the mSave app and return any materials or information provided by the Company.
d. Termination shall not relieve the parties of any obligations or liabilities accrued prior to the effective date of termination.
a. This Agreement shall be governed by and construed in accordance with the laws of Republic of Rwanda.
b. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Republic of Rwanda.
c. The parties consent to the personal jurisdiction of such courts for the purpose of resolving any such disputes.
IN WITNESS WHEREOF, the parties hereto have executed this Merchant Agreement, in duplicate, as of the Effective Date