Merchant terms

These general terms (the “Terms”) govern the use of Notch Pay’s services by businesses and professionals who accept payments or send transfers (the “Merchant”, “you”). They are entered into with NOTCH PAY SARL, registered with the RCCM under number RC/YAO/2024/992, with its registered office at Montée des Sœurs, Biyem-Assi, Yaoundé, Cameroon (“Notch Pay”, “we”).

By creating an account or using the services, you accept the Terms on behalf of the business you represent, and you confirm that you are authorised to bind it.

1. Contract documents

The contract between you and Notch Pay is made up of, in order of priority:

• any specific written agreement signed with Notch Pay (for example custom pricing);
• these Terms and their schedules: Schedule 1, pricing and Schedule 2, prohibited and restricted activities;
• our privacy policy and the technical documentation.

2. Definitions

• Customer: a person who pays the Merchant through Notch Pay.
• Account: the Merchant’s space on the Notch Pay dashboard, with its Users and API keys.
• User: anyone the Merchant gives access to the Account.
• Operators: MTN Mobile Money and Orange Money in Cameroon.
• Payment: a collection made for the Merchant and approved by the Customer with their Operator.
• Transfer: money sent from the Balance to a Mobile Money account at the Merchant’s request.
• Balance: the amount available to the Merchant, after fees, refunds, Reserves and amounts owed.
• Reserve: the part of the Balance made temporarily unavailable under section 10.

3. The services

• Payments: Mobile Money collection (MTN Mobile Money, Orange Money) in Cameroon, in CFA francs (XAF), through a hosted payment page, the API or our plugins.
• Transfers: money sent from the Balance to MTN Mobile Money and Orange Money accounts in Cameroon, one at a time or in batches.
• Dashboard: transaction tracking, refunds, customers, reports, Users and API key management.
• Test mode: a test environment with no real money, available before and after Account verification.

Per-transaction limits are those set by the Operators and the documentation. We may change the services; a change that significantly reduces a feature you use is announced in advance.

4. Who can open an Account

The services are for businesses, associations and sole traders established in Cameroon, represented by an adult with authority to bind them. You must provide accurate, complete and up-to-date information when signing up and for as long as the contract lasts.

5. Verification and anti-money laundering

Before live payments are enabled, and at any time afterwards, we verify the identity of the Merchant, its representatives and beneficial owners, and the nature of its business, as required by anti-money laundering and counter-terrorist financing rules (in particular Regulation No. 01/16/CEMAC/UMAC/CM).

• You send us the documents we ask for (identity documents, registration documents, proof of activity) and answer our requests for information within the stated time.
• We may refuse to activate an Account, limit certain operations or ask for more information. Where the law forbids it, we cannot tell you why.
• You tell us promptly about any material change: directors, shareholders, business activity, bank or Mobile Money details.

6. Account access and security

• You are responsible for the Users you invite, the permissions you give them and every operation made from your Account or with your API keys.
• You keep your credentials and private API keys confidential and store them securely. We strongly recommend enabling two-factor authentication.
• You tell us immediately at compliance@notchpay.co of any loss, theft or unauthorised use. We can then block access and revoke keys.

7. Your commitments to your Customers

• Run a lawful business, consistent with the one declared during verification and with applicable laws, including Law No. 2010/021 of 21 December 2010 governing electronic commerce and consumer protection framework law No. 2011/012 of 6 May 2011.
• Use the services, including the API and your API keys, only for the business, websites and apps declared during verification. Any new activity, website or app must be declared to us before you collect payments.
• Clearly inform your Customers before they pay: your identity, the total price, your sale, delivery and refund conditions, and how to reach your customer service.
• Not charge your Customers fees that were not shown to them before the payment.
• Handle your Customers’ complaints and refund those who are entitled to it.
• Use the Notch Pay, MTN and Orange brands only to show the payment methods you accept, in line with their brand guidelines.
• Not use the services on behalf of a third party, nor resell them, without Notch Pay’s written consent.

8. Prohibited activities

You may not use the services for the activities listed in Schedule 2. Some activities listed there only require our prior written approval. If in doubt, ask us before you start.

9. Payments, Balance and availability of funds

• A Payment is complete when the Customer’s Operator confirms it. Its amount, less our fees, is then credited to your Balance.
• Funds are normally available as soon as they are credited, for your Transfers and withdrawals. We may, however, delay their availability in the cases set out in sections 10 and 11, and apply an availability period to new Accounts or to certain activities, such as sales with deferred delivery; this period is shown to you in advance on the dashboard.
• Funds collected on your behalf are received through the Operators, held with licensed partner institutions and recorded in your Balance. Notch Pay does not hold these funds: it manages the Balance and gives the partners the payment, transfer, refund and hold instructions provided for in the Terms. The Balance does not bear interest.
• If your Balance becomes negative (refund, adjustment, fees), you must top it up. We may set off any amount owed against your future collections.
• If an amount is credited to you by mistake, you must return it and we may debit it from your Balance.

10. Risky activity: restrictions, suspension and holds on funds

To protect your Customers, Notch Pay and the payment system, we may take the measures below when your activity is considered risky.

Situations concerned include:

• an activity different from the one declared, a prohibited activity, or a restricted activity carried out without our approval (Schedule 2);
• a sudden or unusual increase in volume, average amount or number of Payments;
• a high rate of failed payments, refunds, complaints or disputes;
• Customer complaints that goods or services were not delivered or provided;
• sales with deferred delivery or performance: pre-sales, events, subscriptions, fundraising;
• missing, inaccurate or expired verification information or documents, or no answer to our requests;
• suspected fraud, money laundering or terrorist financing, or a request from an authority;
• a deterioration of your financial situation, such as an unsettled negative Balance or insolvency proceedings.

Possible measures, proportionate to the risk:

• asking you for additional information or evidence;
• limiting the amount or number of Payments or Transfers;
• delaying the availability of funds, or setting up a Reserve: a fixed amount or a percentage of collections, held for a set period;
• holding all or part of your Balance;
• suspending Payments, Transfers or access to the Account.

Information and duration. We tell you about the measure, its scope and, where the law allows it, its reason, as well as what will allow it to be lifted. Held or reserved funds remain yours: they are not confiscated. They are released as soon as the risk is resolved and no later than 180 days after the last operation concerned, after deducting refunds requested by Customers, justified disputes, fees and other amounts owed. This limit does not apply to a hold ordered by an authority or linked to ongoing legal proceedings.

Review. You can send us information and ask for a measure to be reviewed at any time at compliance@notchpay.co.

11. Proof of delivery or performance

• For each Payment, you must be able to prove that the goods were delivered or the service provided to the Customer: signed delivery or collection note, shipment tracking, invoice and exchanges with the Customer, proof of access to an online service or attendance at an event, activity log.
• You keep this evidence for at least 12 months after the Payment and send it to us within 7 days of our request.
• If a Customer says they did not receive the goods or service, or if we have serious reasons to doubt it, we may hold the amount of the Payments concerned until delivery or performance is established.
• If neither you nor Notch Pay can establish delivery or performance within that time, the funds concerned remain held pending a possible refund request from the Customer. If the Customer asks to be refunded, the refund is paid from those funds, after review, and we tell you; the Payment fees remain due. If there is no request, the funds are released within the period set out in section 10.
• For sales with deferred delivery or performance, part of the funds may remain unavailable until delivery or performance, under the conditions of section 10.

12. Transfers

• You start Transfers from the dashboard or the API, within your available Balance and the applicable limits. The amount debited from your Balance is the amount sent plus our fees.
• You are responsible for the accuracy of the recipient’s number and name. A Transfer executed to the number you gave cannot be reversed by Notch Pay.
• If a Transfer fails, its amount and our fees are credited back to your Balance.
• You can set approval rules. We may delay or refuse a Transfer that carries a risk or breaks the law.

13. Pricing

• Our fees are set out in Schedule 1, unless a specific written agreement says otherwise. They are deducted automatically: from the amount collected for Payments, from the Balance for Transfers.
• Fees for a refunded Payment or an executed Transfer remain due, unless we made a mistake.
• Prices exclude taxes: applicable taxes are added as required by law.
• We may change our pricing with at least 30 days’ notice. You can then terminate at no cost before the new pricing applies.

14. Refunds, complaints and fraud

• You can refund a Payment, in full or in part, from the dashboard or the API, up to your Balance. The refund is sent to the Mobile Money account that paid.
• If a Customer disputes a Payment with us or their Operator, you promptly send us the evidence described in section 11. If the dispute is justified, the amount concerned may be held and, if the Customer asks to be refunded, refunded from those funds or your Balance.
• We run fraud controls and may block, suspend or cancel a suspicious operation. You tell us about any fraudulent operation you become aware of.
• Your continuing liability. You remain liable for the complaints, disputes and refund requests of your Customers, and of Notch Pay’s partners (Operators, licensed partner institutions, business partners), relating to operations made from your Account. This liability continues after funds are released, beyond the 180-day period in section 10, and even after your Account is suspended, terminated or banned, within the limitation periods set by law. Notch Pay may claim the corresponding amounts from you (refunds, fees, penalties imposed by an Operator, a partner or an authority) by set-off against your Balance or held funds, by invoice, or by any legal means.

15. Personal data

• For your Customers’ and recipients’ data processed to execute Payments and Transfers, you are the controller and Notch Pay acts as your processor, on your instructions given through the services. You inform your Customers and have a legal basis for this processing.
• Notch Pay is the controller of the processing it carries out for its own obligations: Merchant verification, anti-money laundering and fraud prevention, security, billing and accounting.
• We apply appropriate security measures, bind our staff and providers to confidentiality, and notify you without undue delay of any personal data breach that concerns you.
• Details are in our privacy policy, which follows applicable Cameroonian law, in particular Law No. 2024/017 of 23 December 2024 on the protection of personal data.

16. Confidentiality

Each party keeps confidential the non-public information received from the other (specific pricing, technical data, business information), unless the law or an authority requires disclosure. This obligation lasts for the contract and three years after it ends.

17. Intellectual property and references

• Notch Pay keeps ownership of its services, software, APIs, documentation and brands. You receive a non-exclusive right to use them for your business needs for the duration of the contract.
• You keep ownership of your brands and content.
• By accepting the Terms, you authorise Notch Pay to use your name and logo as a customer reference in its communication materials: website, presentations, sales materials, social media. You can withdraw this permission at any time by writing to compliance@notchpay.co; we then remove the mention within a reasonable time. Any quote, testimonial or case study requires your prior approval.

18. Service availability

We use our best efforts to keep the services available and secure. They do, however, depend on the Operators and third-party networks. Planned interruptions are announced in advance where possible. Service status is published at status.notchpay.co.

19. Liability

• Each party is liable for the direct damage it causes through its fault.
• Notch Pay is not liable for indirect damage (loss of revenue, customers or data), for failures of the Operators and third-party networks, or for the consequences of inaccurate information provided by the Merchant.
• Notch Pay’s total liability under the contract is limited to the fees you paid us during the twelve months before the event giving rise to the claim.
• These limits do not apply to gross negligence, fraud, or where the law forbids them.

20. Indemnity

You indemnify Notch Pay against any claim, penalty or cost (including reasonable legal fees) arising from your business, your products and services, your dealings with your Customers, or a breach of the Terms or the law, including when it comes from an Operator, a licensed partner institution or a Notch Pay partner. This indemnity applies during the contract and after it ends, whatever the reason.

21. Suspension and termination

• You can close your Account at any time from the dashboard or by writing to us.
• We may terminate the contract with at least 30 days’ notice.
• We may suspend the services or terminate immediately in the event of a serious breach of the Terms, fraud or suspected fraud, a prohibited activity, a request from an authority, or where the law requires it. Where the law allows it, we tell you why.
• Measures taken for risky activity, including holds on funds, are governed by section 10.
• When the contract ends: ongoing operations are completed, amounts owed are settled, and the remaining Balance is paid to you after deducting amounts owed and, where necessary, after a security period of no more than 180 days. Funds held pending a Customer’s refund request (section 11) follow the same rules. We keep the data the law requires for the legal retention periods.
• Suspension, termination or banning of the Account does not end your obligations for operations already made. Sections 11 (proof of delivery), 14 (refunds and complaints), 15 (personal data), 16 (confidentiality), 19 (liability), 20 (indemnity) and 25 (governing law) continue to apply after the contract ends.

22. Force majeure

Neither party is liable for a failure caused by an event beyond its reasonable control (general outage of an Operator or network, disaster, decision of an authority, conflict). The affected party informs the other promptly and does its best to limit the effects.

23. Changes to the Terms

We may change the Terms. We give you at least 30 days’ notice by email or on the dashboard, unless the change is required by law or an authority. If you do not accept the new version, you can terminate at no cost before it applies; otherwise, it applies.

24. General provisions

• You may not assign the contract without our written consent. We may assign it to a company of our group or when transferring our business, and will tell you.
• If a clause is found invalid, the others remain in force. Not exercising a right does not waive it.
• Notices to you are sent to your Account email address; notices to us go to compliance@notchpay.co.

25. Governing law and disputes

The contract is governed by the laws of Cameroon. In the event of a dispute, the parties seek an amicable solution for 30 days from notice of the dispute. Failing that, it falls under the exclusive jurisdiction of the courts of Yaoundé.

26. Language

The Terms exist in French and English. If the two versions differ, the French version prevails.

Schedule 1: pricing

Current pricing is also published on the Pricing page. Custom pricing can be agreed in writing.

Schedule 2: prohibited and restricted activities

Prohibited activities. You may not use Notch Pay for:

• any activity not declared during verification or different from the one declared, including when payments go through the API;
• any misleading activity: fake offers or promises, fictitious products or services, false advertising, fake contests or lotteries, impersonation of a third party’s identity or brand, phishing;
• any illegal activity, or the sale of illegal goods and services;
• narcotics, prescription drugs without authorisation, and controlled substances;
• weapons, ammunition, explosives and their components;
• counterfeit goods and products that infringe intellectual property rights;
• sexual content or services involving minors, and the exploitation of people;
• gambling, betting and lotteries without authorisation from the competent authorities;
• pyramid schemes, Ponzi schemes, and investments promising guaranteed returns without a licence;
• banking, microfinance, currency exchange, money transfer on behalf of third parties or crypto-asset activities without a licence;
• the sale of unlawfully obtained personal data, and malware;
• terrorist financing, or any dealing with sanctioned persons or entities;
• protected animal and plant species;
• debt collection through abusive practices.

Activities that require our prior written approval: donations and associations, ticketing and events, travel, sales with delivery or performance more than 30 days after payment, health products and food supplements, alcohol and tobacco, platforms collecting on behalf of several sellers.