Terms of Service

SP-Heavy Merchant Agreement

Effective: [EFFECTIVE DATE] · Version 1.0

These Terms govern your use of SP-Heavy, a payment platform operated by [COMPANY LEGAL NAME], a company registered in Cameroon under RCCM [RCCM NUMBER], taxpayer number [TAXPAYER NUMBER], with its registered office at [REGISTERED ADDRESS] ("SP-Heavy", "we", "us").

By creating an account, using our API, or accepting a payment through the platform, you ("Merchant", "you") agree to these Terms. If you are agreeing on behalf of a company, you confirm you are authorised to bind it.

1. What SP-Heavy does

SP-Heavy provides technical services that let you:

• Collect payments from payers through mobile-money rails (MTN Mobile Money and Orange Money today);
• Disburse payouts to mobile-money accounts;
• track collections, fees and payouts in a wallet balance we maintain for you in our books; and
• request settlement of that balance to a bank account you nominate.

We are a technology and payment-processing provider. We are not a bank, we do not take deposits, and we do not provide credit. Funds shown in your SP-Heavy wallet are a record of what is owed to you; they are not a bank deposit and are not covered by any deposit-guarantee scheme.

2. Eligibility and your account

1. You must be a legally registered business, or an individual of full legal capacity operating a lawful commercial activity.
2. You must give accurate information at registration and keep it current. Out of date beneficial-ownership or bank details are a common cause of frozen settlements.
3. You are responsible for everything done through your account, including by your staff and by anyone using your API keys.
4. API keys are bearer credentials. Anyone holding a secret key can move money on your account. Keep secret keys server-side, never in a browser, mobile app, or public repository. Rotate them immediately if exposed. Losses arising from your failure to protect your credentials are yours.
5. We enforce two-factor authentication and email verification on dashboard accounts. You must not attempt to circumvent these.

3. Verification (KYC) and ongoing due diligence

1. Before you may process live payments, you must complete identity and business verification, and your submission must be approved by us. Sandbox access does not require approval and involves no real money.
2. We may at any time require additional documents, including identity documents for directors and beneficial owners, proof of address, proof of source of funds, and evidence of the underlying commercial activity.
3. We may suspend processing, hold settlement, or terminate your account if you do not provide requested information within a reasonable period, or if the information given proves inaccurate.
4. These obligations arise from anti-money-laundering law and are not negotiable. See the AML/CFT & KYC Policy.

4. Acceptable use

You must comply with the Acceptable Use Policy, which lists prohibited and restricted business categories. It forms part of these Terms. Processing payments for a prohibited activity is a material breach and may result in immediate termination and reporting to the authorities.

5. Fees

1. Fees are set out in [FEE SCHEDULE]. Unless agreed otherwise, we deduct a platform fee from each successful collection at the time it settles to your wallet.
2. Your wallet is credited with the gross amount and debited the fee. The difference — the net — is what you can settle. Both figures appear in the API, in webhooks, and in the dashboard.
3. We may change fees on `[NOTICE PERIOD — e.g. 30]` days' written notice. If you do not accept a change, your remedy is to stop using the service and close your account before the change takes effect.
4. Fees are exclusive of VAT and other taxes, which are added where applicable.
5. You are responsible for your own taxes. We do not calculate, collect, or remit taxes on your sales.

6. Funds, wallet balance and settlement

1. Collected funds are credited to your wallet balance once the payment provider confirms the payment as successful — not when it is initiated.
2. You may request settlement of your available balance to the bank account recorded on your verified profile. Settlement is normally completed within [SETTLEMENT PERIOD], subject to banking hours and provider timelines.
3. We may delay, withhold, or reverse a settlement where:
4. we are required to by law, a court, a regulator, or a payment provider;
5. we reasonably suspect fraud, money laundering, or a breach of these Terms;
6. there is an unusual level of disputes, refunds or reversals on your account;
7. your verification is incomplete or has lapsed; or
8. your balance is needed to cover refunds, reversals, fees, or amounts you owe us.
9. Negative balances. If your balance is insufficient to cover a refund, reversal, or fee, you must repay the shortfall on demand. We may set off amounts you owe us against any balance we hold for you, and against future collections.
10. Reserves. We may require a rolling or fixed reserve where your risk profile warrants it. We will tell you the amount, the reason, and the conditions for release.
11. Dormant accounts. If your account is inactive for [DORMANCY PERIOD] and we cannot reach you, we will handle any remaining balance in accordance with applicable law on unclaimed funds.

7. Refunds, disputes and reversals

1. You are responsible for your own refund policy and for honouring it. You must publish it to your customers before they pay.
2. A refund on a mobile-money rail is a new outbound transfer to the payer, not a cancellation of the original payment. It can fail, and it takes time.
3. The platform fee on the original collection is not returned when you refund.
4. Full detail — including who bears a loss — is in the Refunds, Disputes & Reversals Policy.

8. Your obligations to your customers

You must, at your own cost:

1. Clearly identify your business as the seller before payment is taken.
2. Publish your refund, cancellation and delivery terms, and your own privacy policy.
3. Deliver the goods or services paid for.
4. Handle your customers' complaints and enquiries in the first instance.
5. Not mislead a payer about what they are paying for, who they are paying, or how much.

9. Data protection

1. Each party complies with applicable data-protection law.
2. For personal data of payers processed through the platform, you are the controller and we act as processor on your instructions. The Data Processing Agreement governs that relationship and forms part of these Terms.
3. For data about you and your staff — your account, your verification documents, our fraud and AML monitoring — we act as controller, because we process it to meet our own legal obligations. See the Privacy Policy.
4. You must have a lawful basis to send us any personal data, and to have given your customers the notice their law requires.

10. Security

1. We maintain technical and organisational measures appropriate to a payment platform, including encryption in transit, hashed credential storage, encrypted second-factor secrets, rate limiting, and an auditable transaction ledger.
2. We never ask for your secret API key or your password. Anyone who does is attacking you.
3. You must tell us without undue delay if you suspect your credentials have been compromised or that unauthorised transactions have occurred. Notify [SECURITY EMAIL].
4. Reporting a security vulnerability in good faith, without exploiting it or accessing others' data, is welcomed and will not be treated as a breach of these Terms.

11. Service availability

1. We aim for the availability described in the Service Level Agreement.
2. We depend on third parties. Mobile-money networks, banks and telecommunications infrastructure fail from time to time, and we do not control them. We are not liable for their downtime, their processing delays, or their decisions to decline a transaction.
3. We may suspend the service for maintenance, giving notice where practicable.
4. The sandbox environment is for testing only, is simulated, and carries no availability commitment.

12. Suspension and termination

1. By you. You may stop using the service and close your account at any time. You remain liable for transactions already made, and for refunds, reversals and fees arising from them.
2. By us, with notice. We may terminate on [NOTICE PERIOD] days' notice for any reason.
3. By us, immediately. We may suspend or terminate immediately if:
4. you materially breach these Terms or the Acceptable Use Policy;
5. we are required to by law, a regulator, or a payment provider;
6. we reasonably suspect fraud, money laundering, or illegal activity;
7. your business presents a risk we are unwilling to carry; or
8. you become insolvent.
9. On termination, your API access ends. We will settle any remaining balance to your verified bank account after deducting what you owe, and after a holding period of [HOLDING PERIOD] to cover late refunds and reversals. We will retain records for as long as the law requires — see §16.

13. Intellectual property

1. We own the platform, the API, the SDKs, the dashboard and our brand. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use them to accept payments while your account is in good standing.
2. You own your data and your brand. You grant us the limited right to use them as needed to provide the service — for example, to display your business name on a hosted checkout page shown to your payer.
3. You may not resell, sublicense, reverse engineer, or remove notices from the platform, or use it to build a competing payment service.
4. Publicity. We will not use your name or logo publicly without your prior written consent.

14. Warranties and disclaimers

1. Each party warrants it has the authority to enter into this agreement.
2. You warrant that your business is lawful, that you hold every licence it requires, and that transactions you submit are genuine and authorised by the payer.
3. Except as expressly stated, the service is provided "as is". To the extent permitted by law we exclude implied warranties of merchantability, fitness for a particular purpose, and uninterrupted or error-free operation.

15. Liability

1. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
2. Subject to §15.1, neither party is liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill, or loss of anticipated savings.
3. Subject to §15.1, our total aggregate liability in any 12-month period is limited to the greater of (a) the total fees you paid us in the [LIABILITY WINDOW — e.g. 3] months before the event giving rise to the claim, and (b) [LIABILITY FLOOR — e.g. XAF 500,000].
4. We are not liable for losses caused by: your failure to secure your credentials; instructions we received from your account; a payer disputing a transaction you should not have accepted; or a third-party provider's failure.
5. You indemnify us against claims, losses and reasonable costs arising from your breach of these Terms or the AUP, your goods or services, your own legal non-compliance, or your customers' claims against you.

16. Records and retention

We retain transaction records, verification documents and audit logs for [RETENTION PERIOD] after your relationship with us ends, or longer where law requires. Anti-money-laundering rules typically require a minimum of ten years. This retention continues after termination and is not affected by a deletion request.

17. Changes to these Terms

1. We may change these Terms. Material changes take effect [NOTICE PERIOD] days after we notify you by email or in the dashboard.
2. Changes required by law or by a regulator may take effect immediately.
3. Continuing to use the service after a change takes effect means you accept it.
4. Superseded versions are archived and remain available on request.

18. General

1. Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or in connection with a reorganisation or sale of the business.
2. Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship.
3. Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including network or power failure, natural disaster, civil unrest, or state action.
4. Severability. If a provision is unenforceable, the rest stands.
5. Waiver. Failing to enforce a right is not a waiver of it.
6. Entire agreement. These Terms, the AUP, the DPA and the documents they reference form the whole agreement between us on this subject.
7. Notices. Formal notices to us go to [LEGAL EMAIL] and to the registered address above. Notices to you go to the email address on your account — keep it current.
8. Language. These Terms are provided in English. [If a French version is published, state which prevails — this matters in Cameroon, which is bilingual, and a court may prefer French.]

19. Governing law and disputes

1. These Terms are governed by the laws of the Republic of Cameroon, and where applicable the uniform acts of OHADA.
2. Before starting proceedings, the parties will attempt in good faith to resolve the dispute — start with the Complaints Procedure.
3. Disputes not resolved that way are subject to [GOVERNING COURTS — e.g. the exclusive jurisdiction of the competent courts of Douala], or [ALTERNATIVELY: arbitration under the OHADA Common Court of Justice and Arbitration (CCJA) Rules, seat [CITY], in [LANGUAGE]].

Contact

• General: [SUPPORT EMAIL]
• Legal notices: [LEGAL EMAIL]
• Security: [SECURITY EMAIL]
• Data protection: [PRIVACY EMAIL]

[COMPANY LEGAL NAME] · [REGISTERED ADDRESS] · RCCM [RCCM NUMBER]