This document (“terms”) outlines the terms of service between you (the “Customer”) and Beyonic Inc (the “Service Provider”), for the provision of services described below.
1) DESCRIPTIONS AND OBLIGATIONS OF SERVICE PROVIDER
A. The service provider is a technology provider, responsible for provisioning the Beyonic platform to the customer for the disbursement of airtime and mobile money to contractors and constituents and for collecting mobile money. Actual service contracts are executed via the service provider's subsidiaries or partner organizations in the local countries of operation. Beyonic Inc.
B. Services will be provided through a web-based platform OR via an Application Program Interface (the “API”) for the customer to send mobile money and airtime to contacts or collect funds from via mobile telecommunication networks
C. Customer will have an account on the service provider platform (the “Payment Account”), unique login and API keys and be able to control access and transaction authorization procedures
D. The service provider will be responsible for providing support via online support channels available at https://beyonic.com.
E. Technical and user documentation is available via various help and support sections of the service provider’s website. Support phone numbers, emails and contact forms are available via the service provider, and users may be able to submit support requests via the online portal.
F. Priority support is available for purchase upon request. This includes on-site staffing requirements for extended periods of time, customized training, workshops, process mapping and on-boarding, as well as support requirements beyond the ones defined above, for example, more immediate week-day and weekend support.
G. The service provider undertakes to be diligent in all its services and to act promptly and conscientiously at all times as not to affect the Customer’s business in any adverse manner.
H. Pricing is available via https://beyonic.com
I. The customer will transfer money to the service provider and assess fees from the current balance in the service provider platform as airtime is distributed to recipients.
J. The service provider shall not engage in foreign exchange transactions. Incoming payments shall be made in the currency of the sender, and outgoing payments shall be made in the currency of the recipient. Attempts to make or receive payments in alternative currencies will fail. Instead, the service provider will create a wallet per country/currency for the customer. These wallets will be funded separately, however subject to availability, the customer can request the provider to move funds across the different wallets.
L. Liquidation: Upon receipt of official liquidation instructions, the Service provider shall liquidate the funds upon request via wire transfer. The Service provider shall not cover the prevailing bank transfer fees, but shall make the fees known from time to time, as instructed by their banking partners.
M. Payment requests to the service provider made by the customer will be processed as quickly as possible to recipient designated by the customer. If payments are not made within 1 hour of initiating a payment, service provider will provide the customer with notice of delayed payment requests. The service provider will continue to attempt delivery for at least 24 hours, unless instructed otherwise by the customer.
N. Service provider cannot guarantee the uninterrupted performance of the Beyonic platform but will strive to resolve any interruptions or malfunctions the customer may experience in the service within 24 hours or as described in this document.
O. If delayed payment, collection and/or airtime requests are due to interruption in the service provider’s system, service provider will process payment requests within 24 hours provide a credit to the customer for the amount of the payments request and not assess any fees for delayed payments or collections.
P. If delayed payment and/or airtime requests are due to an interruption of the mobile payment network systems, service provider will work with the mobile payment network when applicable, to process payment requests within 48 hours or provide a credit to the customer for the amount of the payments request and not assess any fees for delayed payments.
Q. If payment and/or requests are processed by the service provider and the recipient of a payment designated by the customer is unable to withdraw funds from their mobile money account from a designated agent, either due to lack of electronic or physical currency float, or negligence of the agent of the mobile payment network, the service provider will act on behalf of the customer to identify an alternative agent to withdraw funds. For collections refunded by the customer, the service provider will notify the mobile payment network provider to issue a refund. When the collection and applicable fees are re-funded by the mobile network provider, the service provider shall pass this refund on to the sender and/or the customer’s Beyonic account as applicable.
R. All funds transferred to the service provider are guaranteed by the service provider to be made available in the Customer’s Payment Account and can be returned upon request of the customer, upon fulfillment of all pending obligations, as laid out in this agreement, including, but not limited to, payment of fees due to the service provider, and favorable resolution of any pending chargeback and/or dispute cases.
S. Fees will be assessed periodically and withdrawn from the balance on the customer’s Payment Account. Additionally, accessing the current balance can be done through the service provider platform.
T. The Service Provider will maintain bank accounts for the customer to deposit funds on to the Beyonic platform. The latest list of bank accounts for each country is available online at https://support.beyonic.com. *Note: Bank transfers may take 3+ days
U. Data retention: The service provider shall retain data for up to 5 years, including transaction records, uploaded attachments and customer KYC data.
V. Compliance: The service provider shall make reasonable effort to comply at all times with all local rules and regulations and to hold all required licenses and authorizations, to the best of their ability.
W. No fees shall be deducted from the principle amount when transferring funds to a recipient’s Mobile Money account. Fees shall, instead, be deducted from the customer’s account balance, in addition to the principle amount.
X. If service provider fails to meet these obligations, the customer can request in writing for all funds to be returned to the customer, including any fees assessed for failed services.
2) OBLIGATIONS OF THE CUSTOMER
A. If necessary to deposit funds on to the service provider platform, the customer will be responsible for transferring money into service providers’ designated account prior to transferring to the service provider platform.
B. The customer acknowledges that it will make payments only to individuals actively engaged with the organization and not to unknown entities. For more details on this, please see the money laundering statement at the end of this agreement.
C. The customer will ensure that all payees are vetted and screen to prevent fraudulent activity
D. The customer acknowledges that all payees will be properly registered with the mobile payment networks through which they will be paid.
E. The customer acknowledges that it may from time to time be asked to provide more information about its activities and its payees for purposes of due diligence and compliance.
F. The customer shall make reasonable effort to comply at all times with all local rules and regulations and to hold all required licenses and authorizations, to the best of their ability.
3) CONTRACTUAL PERIOD
A.This agreement will remain in effect until:
A.1. a new service-level agreement is signed between the two parties
A.2. it is terminated by either the service provider or customer as laid out in Section 4 of this agreement
4) TERMINATION OF CONTRACT
A. The Contract may be terminated:
A.1 unilaterally on 30 (thirty) days prior written notice by either the Customer or the Service Provider
A.2 forthwith by either party if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within 14 working days of a written request to remedy the same;
A.3 forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;
A.4 forthwith by the Service Provider upon notice to the Customer in the event that the Customer or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider
A.5 upon confirmed money laundering
B. Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
5) FORCE MAJEURE
A. Neither party shall be liable for any breach of its obligations resulting from a cause that is not a consequence of its actions or conduct and is reasonably beyond its control including but not limited to fires, strikes (of the service providers’ employees if not caused by adverse conduct by the service provider, the customers employees or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
B. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
C. If a default due to an Event of Force Majeure shall continue for more than six (6) weeks then the party not in default shall be entitled to terminate this agreement. If the service provider is in default, service provider will be responsible for returning the remaining funds on the
D. Customer’s Payment Account to a bank of the Customers choosing. Beyond this, neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
F. None of the parties shall be held liable for breach of the contract as a result of the occurrence any event that is not as a consequence of its conduct or actions that is out of its control and was not reasonably foreseeable at the time of signing the contract.
6) WARRANTIES AND LIABILITY
A. Except for the conditions, warranties and representations expressly stated in this agreement all conditions; warranties and representations otherwise arising are hereby excluded.
B. The Service Provider shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether categorized as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (except when caused by the negligence of Service Provider) which arise out of or in connection with the provision of the Services or their use by the Customer.
C. The entire liability of Service Provider to the Customer under or in connection with the Contract shall not in any event exceed the amount of the Charges paid by the Customer for the provision of the Services for the minimum period set out in the Contract (or the immediate past 12 months of the Contract, if no minimum period)
A. The Service Provider: service provider shall indemnify, defend and hold harmless the Customer, its affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and assigns (collectively, “Representatives”) from and against any and all liabilities, losses, damages, injuries, judgments and expenses, including reasonable attorneys’ fees, court costs and other legal expenses (including those costs incurred at the trial and appellate levels) and in any bankruptcy, reorganization, insolvency or other similar proceedings (collectively, “Damages”) resulting from third-party claims, demands, actions, causes of action, suits or proceedings(collectively, “Claims”) to the extent arising from or connected with:
A.1. The Service Provider’s breach of representations, warranties covenants or undertakings under this Agreement, and
A.2. The Service Provider’s fraud or other willful misconduct in connection with its performance under this Agreement, and
A.3. Breach or alleged breach by the Service Provider of the intellectual property rights of a third party.
B. The Customer:The customer shall indemnify, defend and hold harmless the Service Provider, its affiliates, and their respective Representatives from and against any and all Damages resulting from third party Claims to the extent arising from or connected with:
B.1. The Customer’s breach of its warranties under this Agreement; and
B.2. The Customer’s fraud or other willful misconduct in connection with its performance under this Agreement.
C. A Party seeking indemnification (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of any Claim to which the foregoing indemnification obligations apply; provided, however, that failure to provide prompt notice will not relieve the Indemnifying Party of its indemnification obligation except and solely to the extent hat the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to provide such prompt notice. Upon receiving notice of a Claim, the Indemnifying Party will assume the defense of the Claim, employ counsel reasonably acceptable to the Indemnified Party, and contest, pay or settle the Claim as it may determine, except that the Indemnifying Party shall not enter into any settlement without the Indemnified Party’s express consent that (i) assigns, imparts or imputes fault or responsibility to the Indemnified Party, its affiliates or their respective Representatives, (ii) includes a consent to an injunction or similar relief binding upon the Indemnified Party, its affiliates or any of their respective Representatives, (iii) fails to contain reasonable confidentiality obligations protecting the confidentiality of the settlement, or (iv) provides for relief other than monetary damages that the Indemnifying Party solely bears. The Indemnified Party shall be entitled to defend a claim through counsel of its own choosing without the Indemnifying Party’s participation and at the Indemnifying Party’s expense if: (A)the Indemnifying Party fails or refuses to defend the Claim on or before the fifteenth (15th) day after the Indemnified Party has given notice pursuant to this Section 7(3);or(B) representation of the Indemnifying Party and the Indemnified Party by the same counsel has the potential to constitute a conflict of interest. In addition, at the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such Claim.The Indemnified Party may participate in the defense of any Claim with its own counsel at its own expense.
8) GOVERNING LAW
A. This Agreement shall be construed in accordance with and governed by the laws of the United States of America, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
9) ARBITRATION OF DISPUTES
A. In the event that any dispute has arisen and the Parties have not been able to settle the same, within fourteen (14) days then, any Party may elect to commence arbitration. Such dispute shall be referred to arbitration by a single Arbitrator to be appointed by agreement between the Parties and at their joint cost, or in default of such agreement, within fourteen (14) days of the notification of a dispute, upon the application of either Party, by a mutually agreed arbitrator with a minimum of 25 years of experience as an attorney or judge.
B. Such arbitration shall be conducted in accordance with the provisions of the Laws of The United States of America.
C. To the extent permissible by Law, the determination of the Arbitrator shall be final, conclusive and binding upon the Parties hereto. Pending final settlement or determination of a dispute, the Parties shall continue to perform their subsisting obligations hereunder.
D. Nothing in this Agreement shall prevent or delay a Party seeking urgent injunctive or interlocutory relief in a court having jurisdiction.
10) REVERSED TRANSACTIONS
A. Beyonic acts to provide maximum transparency to all our partners, including the customer, the mobile subscriber and our mobile operator or financial institution partners, regarding reversed transactions.
B. Transactions from a mobile subscriber to the Customer:
B.1. When a mobile subscriber sends money from their mobile phone to the Customer using Beyonic’s mobile money collection features, the participating mobile money provider or financial institution may reverse the transaction for any reason, including non-compliance by the mobile subscriber, or a dispute of the transaction by the mobile subscriber.
B.2. Under such situations, Beyonic will attempt to ascertain the reason for the reversal, and will mediate the dispute within reason. However, Beyonic will ultimately respect the decision of the mobile money provider and should the reversal decision be upheld, Beyonic will deduct the reversed amount and any related fees, charges or proceeds due to the Customer.
B.3. Excessive complaints and mobile subscriber reversals: If the Service Provider determines that the Customer is incurring an excessive amount of reversals, the Service Provider may establish controls or conditions governing the Customer’s Payment Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by the Service Provider to cover anticipated reversals and related fees, (c) limiting withdrawal or sending privileges, and (d) terminating or suspending the Service.
C. Transactions from the Customer to a mobile subscriber:
C.1. Beyonic urges the Customer to employ Beyonic’s recipient verification features to prevent disbursement of funds to wrong mobile subscribers.
C.2. When the customer sends money to a mobile subscriber by mistake, and wishes to reverse the transaction, they must inform Beyonic in a timely manner, including a new mobile number to which funds should otherwise be directed.
C.3. Beyonic will advise the Customer to first attempt to recover funds from the mobile subscriber directly.
C.4. In the event that the Customer cannot do this, Beyonic will attempt to recover the funds from the mobile subscriber directly.
C.5. As a last resort, Beyonic will notify the mobile money provider or financial institution and request a reversal and/or funds redirection to the new mobile number provided.
C.6. Upon successful reversal, Beyonic shall credit the Customer’s account with the reversed amount.
D. Excessive reversal requests: Beyonic’s recipient verification feature is designed to prevent erroneous payments and limit reversal requests. If the Service Provider determines that the Customer is incurring an excessive amount of reversals, the Service Provider may establish controls or conditions governing the Customer’s Payment Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by the Service Provider to cover anticipated reversals and related fees, (c) limiting withdrawal or sending privileges, and (d) terminating or suspending the Service.
11) Disclaimer. The Service Provider is not a selling agent in connection with any sale by the Customer of goods and/or services to any person. The Service Provider has no control over the quality, fitness, safety, reliability, legality, or any other aspect of (a) any good or service that the Customer may purchase or sell using the Service or (b) any Provider's Application that the Customer may use to access the Service. The Service Provider does not issue refunds if a product or service turns out to not meet the Customer’s expectations, or if the seller does not fulfill its commitments. The Service Provider has no obligation, and cannot guarantee that, the Service Provider will resolve any disputes related to any transaction to the Customer’s satisfaction.
A. Reports will be available for download via the Beyonic web portal within 24 hours of payment processing. The reports will include the Beyonic Transaction ID, Mobile Network Operator Transaction ID, Transaction Type, Transaction Principal Amount & Currency, Transaction Fee & Currency, Transaction Time, Transaction Date, Recipient mobile money account number and MSISDN, and the balance after each transaction.
B. Disputes to these reports will have to be raised within 90 days
C. Dispute to these reports shall not suspend the settlement process for non-disputed transactions
13) LICENSING POSITION
A. Beyonic is a bulk payment & collection agent for the mobile money network partners within the countries in which we operate, either directly, or via a subsidiary or partner. Beyonic generally inherits license to operate as a bulk payment and collection from our mobile money network partners within the country.
B. Beyonic is not an international MTO (Money Transfer Organization), or an MNO (Mobile Network Operator), and Beyonic does not deal in currency exchange, and is not a licensed money exchanger.
C. When you transfer funds to Beyonic, they are stored briefly with Beyonic’s banking partners, before being transferred & held in pooled accounts with our mobile payment partners.
D. These mobile payment partners hold the funds with their financial partners, under the financial insurance policies & protection of the jurisdictions in which they operate.
E. Beyonic is the operator of a software platform that communicates user instructions for funds transfers to our mobile payment partners.
14) MONEY LAUNDERING STATEMENT
A. The prevention of money laundering is a key focus of regulatory authorities in developed countries around the world.
B. Money laundering regulations are designed to inhibit the movement of funds derived from criminal activity and to restrict the availability of money to fund terrorist activities. In accordance with State and Federal regulatory obligations, we have strict procedures in place to minimize the risk that our service could be used for money laundering purposes including:
B.1 Identification of all Customers
B.2 Monitoring and reporting suspicious transactions
B.3 Maintaining records for at least five years
B.4 Training staff to recognize suspicious transactions and to be aware of their reporting obligations
B.5 Responding to law enforcement requests
C. We will not accept you as a Customer until we are satisfied that you are who you say you are. Furthermore, we reserve the right at any stage to refuse to process your transaction if you fail to provide us with satisfactory information or, if information you have provided to us subsequently appears to be misleading, incorrect or false. We will not ask you to provide any information that is not necessary to satisfy our legal obligations. You should therefore comply with any request for information promptly. Your failure to do so could, in some circumstances, be regarded as suspicious. You should also assume that all information provided to us could be made available to regulatory authorities in both the United States and the other country or countries associated with the use of the service provider platform.
D.1 Money laundering is a criminal offense. You should be aware that, by misusing our service, you could expose yourself to criminal prosecution, as we are bound to automatically report such behavior to the authorities.
D.2 Examples of misuse include, but are not limited to:
D.2.1. Breaking a large transaction into smaller transactions to avoid reporting
D.2.2. Providing false or misleading contact details
D.2.3. Providing false identification documents
E. We do not want your business if the funds you are transferring are sourced from, or are related to, criminal activity. We will conduct regular screening of transactions and recipients, report any confirmed violations of Unites States, Kenyan or Ugandan law, and notify the customer if transactions are not processed because they would violate laws of either governing body.
15) ADDITIONAL DUE DILIGENCE:
A. Depending on the category of the customer’s intended service and use of the platform, additional licensing, due diligence and Know Your Customer steps may be required.