These terms and conditions (the ‘Terms and Conditions’) apply to the purchase of payment services and products grouped under the kkiaPay brand, and delivered via the eponymous platform by OPEN SI SAS, an information systems expertise and consulting company registered in the Republic of Benin, and its subsidiaries. Open SI SAS is the owner of the KKiaPay brand, its associated brands and the eponymous platform, registered in the Cotonou Trade and Companies Register under No. RB/COT/18 B 21066, with its registered office at Immeuble MAVEKA – carré 533 – quartier GBEDOMIDJI – Saint Michel, Cotonou Republic of Benin.

Au terme du présent contrat d’adhésion, les expressions ci-dessous s’entendent comme il suit:

• “Personal Data” refers to any information relating to an identified or identifiable natural person, directly or indirectly, by reference to an identification number or to one or more elements specific to them.

• “Service” refers to the KKiaPay online payment service.

• “Transaction” refers to any payment operation carried out through the KKiaPay solution.

• “The Company” refers to the company Open SI SAS.

• “The Member or the User or the Client or the Subscriber or the Merchant” refers to any natural or legal person, according to the information provided, who benefits from the services of the KKiaPay platform and other services, products, or equipment deployed by Open SI SAS and subject to these terms.

• “Aggregator” refers to the KKiaPay platform or payment gateway.

• “Merchant Account” refers to the electronic money account associated with any Client.

• “Contract” refers to the present agreement concluded between the parties, including these terms and the appendices.

 

The Member and the Company are individually referred to as the “Party” and collectively as the “Parties.”

 

Preamble

The Company has developed and implemented a payment gateway that aggregates mobile money payment methods and bank cards (VISA, MASTERCARD, AMERICAN EXPRESS, etc.) (hereinafter referred to as “KKiaPay”), which is accessible at the address https://www.KKiaPay.me, as well as modules and a point-of-sale/service payment terminal.

The Member wishes to use the KKiaPay services, provided and offered by the Company, via the platform located at www.kkiapay.me

The Parties agree to the following terms and conditions:

ARTICLE 1: Purpose

The purpose of these general terms and conditions of sale is to describe the relationship between the KKiaPay payment solution aggregation platform and the Member in the context of using the platform developed by the Company, as well as the obligations of each party.

The Company retains the right to modify these terms and conditions at any time, in order to comply with any new regulations or to improve the use of its site. As a result, the applicable terms will be those in effect at the time the Member uses the platform.

Any acceptance of the clause “I acknowledge that I have read and accept the attached general terms and conditions of sale” implies unconditional acceptance of these general terms and conditions of sale.

 

ARTICLE 2: Entry into Force

This contract comes into effect as soon as the Member opens a KKiaPay account on www.kkiapay.me and/or uses any of the services provided by the KKiaPay platform to collect or pay via one of the electronic wallets supported by the platform.

ARTICLE 3: Duration
The Contract takes effect from the date of its signature. It is concluded for an indefinite duration and terminates under the conditions outlined below.

 

ARTICLE 4: Acceptance of Terms and Use of KKiaPay Services
By using the KKiaPay platform and/or accepting these terms and conditions of use and sale, you expressly agree, as a Member, to all the terms and conditions contained herein. You must not use this platform, any of its features, or perform any commercial transaction if you disagree with any of these conditions.
The Member may use KKiaPay services only if they agree to enter into this contract with the SAS Company and are not prohibited from benefiting from any KKiaPay services under the laws of the relevant country. If the Member or their representative accepts these terms and uses the services on behalf of a company or organization, they declare and guarantee that they are authorized to do so.

 

ARTICLE 5: Types of Sub-Merchants Requiring Pre-Approval or Prohibited

KKiaPay will not solicit or enter into agreements with merchants or sub-merchants involved in the following categories/activities unless pre-approved by KKiaPay at its sole discretion. These categories/activities include, but are not limited to:

1. Intellectual Property and Counterfeiting:

   • Sale, distribution, or access to counterfeit licensed music, movies, software, or other materials without proper authorization from the rights holder.

   • Products or services that infringe or directly facilitate the infringement of trademarks, patents, copyrights, trade secrets, or the proprietary or privacy rights of a third party.

   • Unauthorized use of the Company’s name, logo, or intellectual property.

2. Regulated or Illegal Products:

   • Narcotics dispensaries and related businesses.

   • Sale of tobacco, e-cigarettes, and e-liquids.

   • Goods or services subject to age restrictions.

   • Weapons, ammunition, gunpowder, explosives, fireworks, toxic, flammable, and radioactive materials.

   • Products and services with varying legal status depending on the locality.

3. Gaming and Competitions:

   • Lotteries, auctions, sports betting, fantasy sports leagues with cash prizes, online gambling, contests, sweepstakes, games of chance.

4. Other Prohibited Activities:

   • Digital wallets, cryptocurrency, or prepaid companies.

   • Drug paraphernalia.

   • Adult websites and content, sexually related services such as prostitution, escort services, pay-per-view TV, live adult chat features.

   • Multi-level marketing businesses.

   • Pawnshops.

   • Pseudo-pharmaceutical products.

   • Substances mimicking illegal drugs.

   • Virtual currency transactions that can be monetized, resold, or converted into physical or digital goods or services.

ARTICLE 6: Age Restriction
The platform and its services are intended for individuals aged eighteen (18) years and older. KkiaPay does not knowingly engage with persons under the age of eighteen (18).

 

ARTICLE 7: Fraudulent Transactions

In the event of fraud, an investigation will be conducted. If the findings establish that the fraud was committed by the merchant and/or is solely the responsibility of the merchant and their staff, the merchant will bear all losses incurred at their point of sale and/or any of their points of sale. A fraudulent transaction may occur when payment method holder information is obtained at one merchant’s point of sale/site and then used at another merchant’s point of sale/site to illegally acquire goods or services; this is referred to as the “Point of Breach.”

If the merchant’s point of sale/site is found to be the Point of Breach, the merchant will assume responsibility for the incurred losses. The Company may freeze the merchant’s account and suspend the payout mechanism when it is established that the merchant and/or their employees or agents constitute the Point of Breach and/or conspired to commit fraud and/or were complicit.

 

ARTICLE 8: Description of the Service

The Company provides the Member with its KKiaPay payment solution, which aggregates mobile money payment methods (MTN Mobile Money, Moov Money, and Celtiis Cash) and bank cards (Visa, Mastercard, American Express) in Benin. This allows the Member’s Clients or users to pay for the Member’s services online or at a point of service/point of sale.

The Member is provided with a processing instance allocated to their payment operations, ensuring efficient and secure transaction management by the Company.

The Member may use KKiaPay to enable Partner Accounts to receive and accept payments for goods, services, or charitable donations via its Platform. The Member may perform activities on behalf of these Partner Accounts, provided this is done in accordance with the terms of this agreement. The Member must clearly and visibly explain to the Connected Accounts the nature of the Platform Services and the activities performed on their behalf.

To facilitate the enjoyment of the Services offered by the Company through its KKiaPay platform, the Member irrevocably agrees to the communication of information held about them and their Platform by the Company to Financial Service Providers, Payment Providers, and KKiaPay service providers.

The Member also attests to having obtained all necessary rights and consents for their business activities under applicable legislation in the Republic of Benin to disclose to the Company or to authorize the Company to collect, use, store, and disclose any information they provide or authorize to be collected, including information the Company may collect directly using cookies or similar means.

The Member explicitly agrees that the Company may share the collected transaction data with relevant tax or state authorities in the Republic of Benin, in strict compliance with the conditions set by applicable legislation throughout the territory of the Republic of Benin.

ARTICLE 9: Subscription/Plan

The Member subscribes to a plan consistent with the type of account they selected by visiting the platform at the address: www.kkiapay.me. The Member acknowledges having reviewed the subscription options, the proposed terms, and the price corresponding to each selected plan/account type. Creating a new account or sub-account constitutes a subscription to the equivalent plan and acceptance of the general conditions of the offer. The number of accounts per merchant is unlimited, and each account created must be activated upon request. Billing for the subscription related to the account or sub-account created takes effect upon activation of the account by the relevant Company services.

The merchant also acknowledges reviewing and accepting these General Terms and Conditions of Use and Sale (CGUV). They can print these terms if they wish using the print button. Without accepting these CGUV, proceeding with the subscription request is not possible.

In exchange for subscription payment and based on the chosen plan, KKiaPay provides the Member with:

• A collection service through either an installable plugin for the Member’s website or mobile application, the generation of payment links (KKiaPay Direct), or a physical or software-based payment terminal (KKiaPay POS), and disbursement services. These modules can be combined depending on the plan.

• A disbursement service allowing the Member to perform bulk payments to mobile operator accounts after funding the Company’s virtual accounts with an amount equivalent to the total bulk payments they wish to make and purchasing the necessary transaction package for this purpose. This service is currently available only in Benin.

• A dashboard:

  • Summarizing the Member’s information and their usage of KKiaPay services.

  • Detailing the transactions carried out by the Member and their end clients.

  • Allowing the Member to configure payout options and their destinations. The Company provides the Member with a free payout option to a bank account (Ecobank, UBA) or a mobile money account. These payout methods are configurable based on the KYC (Know Your Customer) performed by the Company and may vary depending on the Member’s country and the options available from our partner account providers.

 
ARTICLE 10. Account Activation

After creating the account, the merchant must submit an activation request to use their account for real transactions. Account activation requires the Member to provide documents and information that confirm their legitimacy, their status as a commercial organization, their authorization to conduct the declared activity if it is regulated, and their good faith.

Although it may vary depending on the nature or status of the Member, the list of documents includes, at a minimum:

• The Member’s commercial register.

• Proof of identity for the individual owner or director of the commercial organization, along with proof of their position as a duly authorized administrator or founder of the organization.

• The Member’s Unique Fiscal Identifier or its equivalent.

• Authorization to conduct the declared activity in the case of regulated activities (e.g., online betting, money transfer, savings, cooperative funds, loans, etc.).

An exhaustive list of the required documents for the activation request is available on our site: https://docs.kkiapay.me/v1/compte/activation-de-compte, depending on the Member’s legal status, the chosen subscription plan, and the account type.

The activation request will only be submitted to the Company’s Activation Service after the merchant clicks the “Submit Activation Request” button. The Company reserves the right to request additional documentation, accept or reject the account activation, without being required to provide the Member with reasons for any such refusal.

 

ARTICLE 11. Management of Login Credentials

Login credentials consist of the username (email address or phone number) and password created and recorded by the Member during their first login. These credentials are personal and must remain confidential. They must not, under any circumstances, be disclosed to a third party. The Member is solely responsible for any consequences arising from the use of their account by a third party when such use is facilitated by the disclosure or mishandling of their confidential credentials or negligence by someone under their responsibility.

 

ARTICLE 12. Warranty Disclaimer

KKiaPay strives to ensure that the platform is available at all times and free of bugs. However, it is used at your own risk. All material is provided “as is” without any explicit or implied warranties of any kind. KKiaPay expressly disclaims all warranties and conditions, including any implied warranties or conditions of merchantability, fitness for a particular purpose, availability, security, title, or non-infringement of intellectual property rights. KKiaPay does not guarantee that the platform and its services will meet your needs or remain free from interruptions, bugs, inaccuracies, and errors. The Member uses our services at their own risk and is solely responsible for any damage resulting from data loss or harm to their computer system.

 

ARTICLE 13. License to Use Our Platform

The Company grants the Member a non-transferable, non-exclusive, and revocable license to use the software provided within our services as permitted under these terms. This license includes all updates, upgrades, new versions, and replacement software that the Member may use in connection with our services. The services are protected under these terms, copyright laws, trademark laws, and other laws of Benin and other countries. Nothing in this clause grants the Member the right to use the KKiaPay name or any of its trademarks, logos, domain names, or other distinctive brand features without written permission from us. All rights, titles, and interests in KKiaPay’s services remain the exclusive property of the Company and its licensors.

In the event of non-compliance with these provisions, the Member will be responsible for all resulting damages to themselves, KKiaPay, and any third parties. Unless otherwise provided by applicable laws, the Member agrees not to modify, reconfigure, reproduce, adapt, display, distribute, translate, disassemble, reverse-engineer, or otherwise attempt to create derived source code from the software. All feedback, suggestions, or reviews provided by the Member to KKiaPay regarding our services are entirely voluntary, and KKiaPay is free to use them at its discretion without any obligation to the Member.

 
ARTICLE 14. Payout Mechanisms

The Member expressly agrees to the payout of sums collected under this contract by the Aggregator to one or more accounts that will be provided by the Client in advance.

Any request for fund transfer to a bank account that is a partner of the Company is not subject to any fees. However, the Company will charge the Member an additional fee of seven thousand (7,000) francs per payout operation if the payout is made to an account held in a bank other than its partner banks.

The collection of these additional fees will be outlined in section 13.1, “Notification” below. Payment of these invoices, unless contested, will occur no later than fifteen (15) days after their submission to the Member.

Mobile-Money and Credit Card transactions collected via KKiaPay can be paid out to the merchant’s mobile money account or their bank account. The frequency and parameters (such as bank account number or merchant’s mobile money account number) for payout operations are configured accordingly.

However, the Parties agree that at any time, the Client may request a payout of the sums collected, with the Company responsible for transferring the said sums via bank transfer immediately upon receiving the payout request from the Client.

The payout amount is the total amount including taxes (TTC) of the user purchases made via the KKiaPay service, minus the service commission outlined in the “Pricing and Payment Terms” section.

Each Party is solely responsible for the taxes owed on its activities and agrees to comply with and pay all taxes and duties it is liable for.

 

ARTICLE 15. Pricing and Payment Terms
1-) Pricing

The subscription price is determined based on the type of account (integration, POS, mobile app, or Push-up). Subscription fees, due upon activation of the KKiaPay account, are non-refundable and non-exchangeable. An additional commission is charged by the Company on each successfully completed transaction, also non-refundable and non-exchangeable. Commissions are charged to the client or merchant according to the chosen subscription plan.

The current subscription rates and commissions for all KKiaPay services, regardless of geography or payment solution, can be found at: https://kkiapay.me/pricing

Unless agreed upon in writing, the applicable pricing will be in the form of a monthly subscription fee payable by the Member, with a variable fee depending on the chosen account type. Additional fixed commissions will increase the amount collected, to be paid by the end client. This pricing (subscription and commissions) may be modified at the initiative of the company. All fees applied by KKiaPay will appear in the KKiaPay dashboard accessible on the website.

The integration process does not require any upfront payment, but additional development or support fees may apply and are the responsibility of the Member. Additional fees may apply on a transactional or cumulative basis, as detailed in the dashboard.

2-) Payment Terms

Payments must be made by the Member via bank transfer, credit card, or mobile money on the due date specified in the KKiaPay dashboard.

Failure to pay the subscription fee for more than one month will result in the suspension of access to all KKiaPay services, except for the supervision dashboard.

 

ARTICLE 16. Chargebacks

The Member acknowledges and agrees that, under certain circumstances, the issuing bank, the payment system (Visa, MasterCard, American Express, Verve, Discover) or other financial institutions involved in a transaction may (i) refuse to settle a transaction or (ii) impose chargebacks on the Company.

The Member agrees to reimburse the Company for chargebacks when they accept the settlement of the relevant transaction. In such cases, the Member must respond within forty-eight (48) hours to disputes from its final customers holding cards or mobile money wallets and handle chargebacks in accordance with the rules of the payment system.

The Member grants the Aggregator the right to send any unsettled transactions received from the Member’s Clients to the Issuing Bank/authorities for verification. In the event of an objection and/or dispute over transactions executed by the Issuing Bank or relevant authorities for any reason, the Company shall not be required to pay the Merchant the transaction amount during the period specified in this agreement.

All chargebacks shall correspond to the full or partial settlement value of the original transaction.

In the case of a chargeback, the Company shall be immediately entitled to debit the Member’s virtual account held with it, or make a reversal on the Member’s bank account and/or deduct from any payment and/or invoice the Member to recover:

the total chargeback amount; and any other costs, expenses, liabilities, or penalties incurred as a result of or in connection with such chargeback (“chargeback costs”).

A chargeback represents an immediate debt of the Member to the Company, and when the total amount of chargebacks and/or chargeback costs has not been debited from the Member’s account or deducted from any payment or invoiced as outlined in the previous clause, the Company shall be entitled to recover from the Merchant, by any means, the total amount of these chargeback or chargeback costs (or the balance thereof, as applicable).

The Company shall not be obligated to investigate the validity of a chargeback by an issuing bank, payment system, or another financial institution, whose decision will be final and binding regarding any chargeback.

Since chargebacks can occur long after the date of the relevant transaction, the Company shall remain entitled to recover chargebacks and chargeback costs from the Member regarding all chargebacks, even after the termination of the contractual relationship between the Member and the Company.

The Company may immediately terminate this Agreement and the Services provided hereunder if, in the Company’s sole opinion, the total value of Refunds and/or Chargebacks is unreasonable.

The Merchant agrees and acknowledges that it will remain solely responsible, after the termination of the agreement, for all chargebacks, refunds, penalties, losses, damages, or costs incurred by the Company, the acquiring bank, and/or the clients, and for any claims and proceedings brought against the Company in connection with the Agreement.

 

ARTICLE 17. Set Off

The Aggregator may, without notice, offset any debt or liability owed by the Merchant to it under this Agreement against any debt or liability owed by the Company to the Merchant, regardless of the payment location or currency of either obligation. If the obligations are in different currencies, the Company may convert either obligation at the market exchange rate in the ordinary course of its business for the purpose of the offset.

The Company is entitled to delay any settlement or any other sum due to the Member to the extent the Aggregator deems necessary or appropriate to protect its ability to recover the Fees and/or amounts set forth in Annex 1 below or any other liability (actual or anticipated) of the Merchant under this Agreement.

If the Aggregator has reasonable grounds to suspect that a transaction may be fraudulent or involve other criminal activity, it may suspend processing of that transaction and any related transactions or delay settlement until a satisfactory investigation is completed. The Merchant shall not be entitled to any interest or other compensation of any kind in the event of suspension or delay in receiving payment.

The exercise by the Company of any of its rights under this clause will be without prejudice to any other rights or remedies (including, but not limited to, set-off) to which the Aggregator is otherwise entitled (whether under law, contract, or otherwise).

 

ARTICLE 18. Obligations of the Member

This agreement is concluded intuitu personae. It may not be assigned by either Party to a third party without the express consent of the other Party. Public organizations for which the Member develops services on the national portal for public services to citizens are not considered third parties under this clause.

As part of this service, the Member is prohibited from using multiple payment aggregation solutions concurrently on their platform.

The Member agrees to:

• Not disclose to any company or individual engaged in activities that may directly compete with the Company, information about the Company’s products, services, commercial policy, or statistics related to the Company’s Services;

• Comply with all legal provisions regarding personal data protection applicable in its operating territory;

In the case of an error exclusively caused by the Member, the Company shall not be held liable, and no compensation may be claimed;

• Explicitly inform its final customers about the subscription policy, payment terms for its services, the general terms of use of its platform where KKiaPay modules are used for digital payments, and the applicable rules and procedures for disputes related to payments made for its account via KKiaPay modules;

The Member’s Clients are entitled to oppose one or more payments made on the Member’s platform. These disputes may arise in the case of (i) claims, (ii) unauthorized or fraudulent transactions, (iii) suspicious transactions or those explicitly violating the laws on card payments (VISA/MASTERCARD, etc.). The Member shall bear the cost of refunding payments subject to opposition by the client.

The Member is solely responsible for communicating to the final client all usage fees, recurring fees, or transaction commissions imposed. The Member must clearly and in advance communicate all platform fees to the final clients before imposing such charges.

 

ARTICLE 19. Obligations of the Company

To the extent permitted by law, unless expressly stated otherwise in this Integration Agreement, the Company provides the KKiaPay platform and associated services to the Subscriber “as is” and “as available”, without any warranty of any kind, either express or implied.

The Company reserves the right to evolve the KKiaPay platform, the services provided, tracking tools, and the terms of use of the said services. However, these evolutions will be communicated to the Subscriber, and the Company undertakes in this agreement to provide the necessary documentation related to these evolutions.

This Agreement is concluded intuitu personae. Each party is obligated to inform the other party in case of assignment to a third party. Companies belonging to the Company, derived from the Company, or belonging to the parent company of the Company are not considered third parties under this clause.

In the context of the integration governed by this Agreement, the Company undertakes to provide the Subscriber with the following services:

• Payment collection through the payment solutions offered by KKiaPay, including mobile money payment methods in its operating countries, as well as payment cards issued by Visa, MasterCard, American Express, Verve, Discovery, without limitation, depending on the availability of the service from the payment method issuer.

• Mass payments, 7/7 support services provided to the Subscriber, processing of refunds according to the provisions of Article 4, customer complaint management, a transaction tracking tool.

• Management of disputes with end customers.

• Supervision of transactions via the merchant dashboard.

• Refunding of non-disputed and completed transactions to the Subscriber’s mobile money or bank account.

The Company is obligated to make available to the Subscriber all the necessary tools for tracking Transactions, including payment logs, payment incidents, and monitoring of their integration account, as provided to date.

Furthermore, the Company undertakes to:

• Respond promptly and provide technical assistance to the Subscriber in case of malfunction related to the online payment service;

• Guarantee the availability of KKiaPay services for the benefit of the Subscriber 7 days a week;

• Forward to the Subscriber all customer complaints related to payments that the Company cannot manage at its level;

• Immediately alert the Subscriber to any malfunction, security issue, payment dispute, if:

  • It detects malfunctions or any other incident that may impact the proper execution of the Agreement;

  • In case of detection or suspicion of fraud within the distribution network or the KKiaPay platform;

• Notify the Subscriber in case of technical operations or malfunctions, whether by the Company or not, or by its partners or employees, which may cause disruptions or unavailability of the payment service.

In the event of an error exclusively from the Subscriber or their Client, the Company cannot be held responsible and no compensation can be claimed.

 

ARTICLE 20. Limitation of the Company’s Obligations and Liability

The Company is a technical intermediary and cannot be held responsible for the Subscriber’s obligations towards its end customers. The Company is also not responsible for operational limitations, malfunctions, or service interruptions related to the unavailability or poor quality of services from partner financial operators, including electronic money issuers, partner banks issuing payment cards, mobile money companies, electronic transaction processors, and card service providers (Visa, MasterCard, etc.).

The Company disclaims any responsibility related to: (a) the acts or omissions of the Subscriber, its employees, and agents in the performance of the platform services, including the distribution of goods or services to the end customers of the Subscriber’s platform; (b) the compliance of the Subscriber, its employees, and agents with applicable laws and obligations regarding its offering or provision of Platform Services; (c) the provision of customer service, notifications, invoices, the management of refunds and customer complaints, or any other actions related to the Platform Services by the Subscriber or its employees and agents.

The Company may require the Subscriber to establish certain criteria for accepting payments, in line with the KKiaPay subscription and filtering programs for Partner Accounts. The Company has the final discretionary power regarding its decisions on subscription, risk, and compliance, including any other decision on providing or not providing Services to any Integration Account.

The Company reserves the right to suspend or terminate the provision of Services to any Subscriber Account at any time if the Company determines that the activities of the said partner violate these terms and conditions of use and sale, generate unreasonable or too frequent chargeback fees, are part of activities listed in the non-exhaustive list of Prohibited Activities, or damage the image or reputation of the Company, a financial service provider, or a payment method provider.

If the Subscriber becomes aware that an end customer is engaged in fraudulent, illegal, deceptive, or abusive activity, the Subscriber must promptly notify the Company. Once notified, the Company will make reasonable efforts to promptly decide on the termination or suspension of access to the Services for such a customer.

The Company cannot be held responsible for indirect, special, incidental, or immaterial damages, including loss of profits, loss of business, loss of opportunities, or loss of customers or reputation, caused during the term of the Agreement by a malfunction, service disruption, or suspension of access to KKiaPay services for the Subscriber, even if such damages were reasonably foreseeable. The Subscriber waives any claims against the Company, unless such a waiver is prohibited by applicable law.

To the maximum extent permitted by applicable law, the Subscriber agrees to the liability limitation clause: The Company cannot be held responsible for any direct, indirect, punitive, incidental, special, or exemplary damages resulting from the use of the KKiaPay platform or services. Certain jurisdictions do not allow the exclusion of certain warranties or limitations, and the above limitations may not apply beyond the applicable law.

The Aggregator disclaims any responsibility for the accuracy, relevance, or completeness of information provided by the Subscriber or their representative. The Aggregator cannot be held responsible for errors or omissions in the information provided by the Subscriber, whether to the Subscriber, any third party, or legal authorities, provided that verifications were conducted in accordance with procedures, laws, or case law in force. The Subscriber is solely responsible for the accuracy and truthfulness of the information provided.

The Company shall not be responsible for any loss of profits, or any indirect, punitive, accidental, special, consequential, or remarkable damages arising from or related to this Agreement on the KKiaPay Platform, including the use, inability to use, or unavailability of KKiaPay services.

 

ARTICLE 21. Damages and Indemnities

Each Party is responsible for any damage caused by itself, its employees, representatives, and/or subcontractors (excluding electronic money issuing companies, partner banks issuing payment cards, mobile money companies, electronic transaction processors, and banking card service providers such as Visa, MasterCard) to the other Party or to third parties due to the performance of the Contract, unless the damage originates from the other Party. The defaulting Party shall hold the other Party suffering from the damage and its insurers harmless from any damage and/or liability that the other Party may incur as a result.

Each Party remains responsible for the obligations it undertakes under this Contract. Each Party guarantees to the other the compliance with the applicable regulations in the country where the services are distributed and agrees not to infringe the rights of third parties in the performance of its services.

The Company is responsible for the proper functioning of the KKiaPay platform and shall bear the consequences resulting solely from its own acts. Hereby, the Member agrees to indemnify KKiaPay for all damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable legal fees) resulting from a breach by the Member of any of the provisions of these Terms or a claim.

ARTICLE 22. Intellectual Property
1-) Property Rights and License

Unless otherwise stated, the Company and its licensors hold the intellectual property rights and content of the platform. No right, license, title, or interest is granted to the Member regarding these intellectual property rights. The Member agrees to take all necessary measures to assert the Company’s intellectual property rights.

2-) Use of Trademarks and Logos

Each party is responsible for the validity of the intellectual and industrial property rights it uses under the contract. The Company and the Member acknowledge that the contract does not grant them any ownership rights over the other party’s services or platform and agree not to undermine the other party’s property rights.

Neither party is authorized to use the other’s trademarks and logos without prior express consent. Each party agrees to use its trademarks in accordance with the terms of the contract and to protect the other party’s rights against infringement by informing the other party of any abusive use they become aware of.

 

ARTICLE 23. Protection of Personal Data

Each Party agrees to comply with the applicable personal data legislation in the countries of establishment in the execution of this Contract.

Each Party agrees not to disclose to third parties the personal data of the other Party and not to use it for purposes other than the performance of this Contract.

Furthermore, each Party is required not to disclose to third parties the personal data (such as personal and/or banking information) to which it may have access under this agreement. Otherwise, the responsible Party shall be liable to the affected Party, particularly in the case of harm caused by the disclosure of such data.

Each Party guarantees the other that it processes personal data in compliance with the applicable legal provisions in the territory of operation and that it has made the necessary declarations and taken other mandatory steps with the relevant authorities.

Any regulatory changes regarding personal data protection that may lead to an increase in obligations will be immediately implemented by both Parties.

 

ARTICLE 24. Confidentiality

Documents or information provided by the Parties are confidential. They may only be used by them for the purposes of the Contract and may not be disclosed to third parties or to members of either party’s staff who are not involved in the performance of the Contract, unless disclosure is required due to legal, accounting, or regulatory obligations beyond the Parties’ control.

Also confidential are any documents and information that the Parties may have become aware of in the course of performing the Contract, particularly those related to their organization and activities or originating from third parties.

Furthermore, the Parties agree to respect and impose this confidentiality obligation on their staff members and any subcontractors for the entire duration of the Contract and for five (5) years after the termination of the Contract.

 

ARTICLE 25. Cookies

Like many other platforms, KKiaPay uses cookies to identify the Member as a user and to personalize and improve our services. A cookie is a small data file transferred to your computer or mobile device. This allows KKiaPay to remember login information, IP addresses, web traffic, the number of sites, and the date and time of sites visited. Some browsers may automatically accept cookies, while others can be modified to refuse them or warn the Member when a platform wants to create a cookie on your computer. If the Member chooses to disable cookies, this may limit their ability to use the KKiaPay platform.

 

ARTICLE 26. Independence of the Parties

The Parties declare and acknowledge that they are and will remain, for the entire duration of this Contract, independent professional partners, each assuming the risks of its own activities.

Neither Party is responsible for any act of the other Party in the conduct of its business.

Nothing in this Contract can be construed as creating a partnership, principal-agent relationship, employer-employee relationship, or operator-operator relationship between the Parties, and the Member is solely responsible in all respects for recruiting, controlling, and managing all individuals employed by them.

Neither Party, nor any of their employees or partners, is authorized or represents themselves as authorized to bind the other Party in any way, unless they have been specifically and expressly authorized in writing.

Neither Party will be authorized, whether expressly or implicitly, to contract obligations with third parties on behalf of and for the account of the other Party.

 
ARTICLE 27. Notifications and Correspondence

To be considered valid, any notification from the Member to the Company must be delivered either:

– by hand, with a dated receipt signed by the sender and the recipient (or their representative);

– by registered mail with acknowledgment of receipt;

– by email to the following addresses (or any new address properly notified) if receipt is confirmed by the recipient through a return email to the sender.

For the Company: contact@opensi.co / support@kkiapay.me

A notification delivered by hand will be considered sent and received on the date indicated on the receipt.

A notification sent by registered mail with acknowledgment of receipt will be considered (i) sent on the date of dispatch and (ii) received on the date indicated on the acknowledgment of receipt or, if the registered mail was not collected, (iii) on the date of its first presentation.

A notification sent by email will be considered (i) sent on the day of dispatch (or the following day if sent after 6:00 PM) and (ii) received on the date indicated in the email confirming receipt.

 

ARTICLE 28. Right of Withdrawal

As stated in the last paragraph of Article 5 of the consumer protection law in the Republic of Benin, the merchant is entitled to a withdrawal period not exceeding 30 days from the date of contract conclusion.

As defined above, to exercise the right of withdrawal without having to justify the decision or incur additional costs, the Member must send an email to support@kkiapay.me or suspend the subscription using the module provided on the platform for this purpose.

 

ARTICLE 29. Termination of Terms

Without prejudice to the Company’s other rights under these Terms, if the Member breaches these Terms, the Company may take appropriate measures to address the violation, including suspending the Member’s access to the platform, prohibiting access to the platform, blocking computers using the Member’s IP address to access the platform, contacting the Member’s internet service provider to request blocking access to the platform, and/or initiating legal proceedings against the Member.

 

ARTICLE 30. Waiver – Tolerance – Termination

By mutual agreement between the Parties, each Party may choose to waive enforcement of certain or all contractual provisions against the other, either partially or entirely, and on one or multiple occasions.

The failure of one Party to demand full compliance with its obligations from the other Party shall not be considered a waiver of the right to demand such compliance in the future.

By clicking the “I Accept the Terms and Conditions” button located below this agreement, the contract is concluded between the two parties and will terminate when it is canceled by the Member or the Company, as described in this agreement. The Member may terminate this Agreement on the KKiaPay Platform at any time by sending written notice to the Company fifteen (15) days prior to the effective cessation of using KKiaPay.

This notification must be made by registered mail or any written method that provides proof of receipt, at least fifteen (15) days before the effective date of service termination, with the postal stamp or acknowledgment of receipt serving as proof.

However, if the Member resumes using KKiaPay after such notification, it will be considered that the Member has waived the termination and agrees to the terms of this agreement for the KKiaPay Platform.

The Company may terminate this Integration Agreement on the KKiaPay Platform:

(a) if the Member violates this Agreement and fails to rectify the breach after a thirty (30) day written notice with proof of receipt from the Company (such notice and resolution period are only required if the breach is rectifiable);

(b) if it deems that the Member is engaged in activities that are not compliant with applicable laws or that significantly risk damaging the Company’s reputation, after an eight (08) day written notice with proof of receipt from the Company;

(c) if the Member is subject to voluntary or involuntary bankruptcy or a petition or procedure for judicial liquidation.

All provisions imposing continuing obligations will remain in effect after the termination of this Agreement on the KKiaPay Platform.

Termination of this service agreement will automatically result in the termination of the use of the KKiaPay platform and the suspension of access to the services offered.

 
ARTICLE 31. Partial Invalidity

If any provision of this Agreement becomes invalid under a law, regulation, or court decision, it will be deemed unwritten. In such a case, the Parties shall negotiate in good faith a replacement clause that closely approximates the legal and economic intent of the invalid provision.

The invalidity of one clause of the Agreement will not render the remaining clauses invalid, and they will continue to be effective under the terms of this Agreement.

 

ARTICLE 32. Applicable Law and Dispute Resolution

These terms are governed, interpreted, and enforced in accordance with the laws in force in the Republic of Benin. The Parties agree to first prioritize amicable resolution of any disputes arising from the interpretation or execution of this Agreement, no later than one month after notification of grievances by the complaining Party. If amicable resolution fails, the Commercial Court shall have jurisdiction to adjudicate the dispute.

 

ARTICLE 33. Force Majeure

If the non-performance of the obligations stipulated in this Agreement is due to a force majeure event, that is, an unforeseeable, irresistible, and uncontrollable event, including natural disasters, epidemics, acts of declared or undeclared war, riots, terrorist acts, etc., rendering its execution more difficult or costly, leading to the impossibility for one of the Parties to fulfill all or part of the essential obligations stipulated in this Agreement, no compensation, penalty, or sanction of any kind shall be required from the Party unable to perform.

In the event of the occurrence of any of the aforementioned events, the Agreement shall be suspended, but the Parties must make their best efforts to maintain the contractual relationship until the event ceases and normal conditions are restored.

The defaulting Party seeking to invoke a force majeure event must notify the other Party in writing within forty-eight (48) hours of the occurrence of the force majeure, unless such notification itself was rendered impossible by a force majeure event.

The other Party will have five (5) days to verify the claim.

 

ARTICLE 34. Revision and Modification

The Company reserves the right to revise these terms based on technical, technological, or regulatory needs and obligations. Changes will not be retroactive, and the most recent version of the Terms will govern our relationship with the Member. KkiaPay will attempt to inform the Member of any significant changes via email associated with their account. By continuing to use our services after the changes take effect, the Member agrees to be bound by the revised Terms. If any provision of these Terms is deemed invalid or unenforceable, that provision will be limited or removed to the extent possible, and the remaining provisions of these Terms will remain in full force and effect. KkiaPay’s failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.