Terms of Service

By accessing or using the KabiPay payment platform, website, API, or any related services ("Services") provided by Kabi Investment Limited ("Company", "we", "us", "our"), you ("Merchant", "User", "you") agree to be bound by these Terms of Service ("Terms").

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Services. We reserve the right to update these Terms at any time. Continued use of the Services after changes constitutes acceptance of the revised Terms.

**2.1 Eligibility:** To use KabiPay, you must: • Be at least 18 years of age • Be a legally registered business or authorised individual in Tanzania or a supported East African country • Provide accurate, complete, and up-to-date registration information • Pass our KYB (Know Your Business) / KYC (Know Your Customer) verification process • Not be subject to any sanctions or operating in a prohibited business category

**2.2 Account security:** You are responsible for maintaining the confidentiality of your account credentials, API keys, and any access tokens. You must immediately notify us at support@kabipay.com if you suspect any unauthorised access to your account. We are not liable for losses resulting from unauthorised account access where you have failed to maintain adequate security.

**2.3 Account accuracy:** You must keep your account information accurate and up to date. We may suspend or terminate accounts where information is found to be false, misleading, or outdated.

Kabi Investment Limited provides the following services through the KabiPay platform:

• **Payment acceptance:** Processing of payments via mobile money (M-Pesa, Airtel Money, TigoPesa, Halopesa), Visa/Mastercard cards, and bank transfers • **Settlement:** Disbursement of collected funds to your nominated bank account or mobile wallet on T+0 (instant) or T+1 basis depending on your plan • **Payment links:** No-code hosted payment pages for merchants to share with customers • **Merchant dashboard:** Real-time transaction monitoring, analytics, and account management • **Developer API:** REST API access with webhooks, sandbox environment, and SDKs • **Fraud protection:** Transaction monitoring and risk scoring through our Radar engine

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to merchants.

**4.1 Transaction fees:** Transaction fees are charged per successful payment as published on our Pricing page at kabipay.com/pricing. Current rates are: • Starter Plan: 1.5% + TZS 500 per successful transaction • Business Plan: 1.2% + TZS 350 per successful transaction • Enterprise Plan: Custom volume-based pricing

Fees are deducted from the transaction amount before settlement. Failed or refunded transactions do not incur processing fees.

**4.2 Fee changes:** We will provide at least 30 days' written notice of any fee changes via email to your registered address. Continued use of the Services after the effective date constitutes acceptance of new fees.

**4.3 Refunds:** Kabi Investment Limited does not charge a fee to process refunds you initiate to your customers. However, the original transaction fee is non-refundable.

**4.4 Taxes:** You are responsible for determining and paying all applicable taxes on funds you collect. KabiPay is not responsible for collecting, reporting, or remitting taxes on your behalf.

**5.1 Prohibited business categories:** KabiPay Services may not be used by businesses involved in: • Illegal goods or services under Tanzanian law or any applicable jurisdiction • Online gambling or unlicensed lottery services • Pornography or adult content services • Pyramid schemes, multi-level marketing, or fraudulent investment schemes • Arms, weapons, or explosive devices • Narcotics, controlled substances, or drug paraphernalia • Counterfeit goods or intellectual property infringement • Any activity that violates AML/CFT regulations

**5.2 Prohibited conduct:** You must not: • Use the Services to process fraudulent or unauthorised transactions • Attempt to circumvent fraud detection or security systems • Reverse engineer, decompile, or attempt to extract source code from the API • Resell or sublicence the API to third parties without written consent • Use the Services in a manner that disrupts or degrades platform performance • Misrepresent your identity, business, or the nature of transactions

Violation of these prohibitions may result in immediate account suspension, fund holds, and referral to law enforcement.

**6.1 Settlement timing:** Funds collected on your behalf will be settled according to your plan (T+0 instant, T+1, or T+2). Settlement schedules may be delayed due to public holidays, bank processing times, or where we reasonably suspect fraudulent activity.

**6.2 Rolling reserve:** We reserve the right to hold a percentage of your transaction volume in a rolling reserve for up to 180 days as protection against chargebacks, fraud, or regulatory requirements. The reserve percentage and duration will be communicated at onboarding or when risk levels change.

**6.3 Fund holds:** We may place a hold on your account funds where we reasonably suspect: • Fraudulent transactions or money laundering • Violation of these Terms • Regulatory investigation or legal process • Unusual transaction patterns or spikes inconsistent with your business

We will notify you of fund holds where legally permissible.

**6.4 No interest on held funds:** Kabi Investment Limited does not pay interest on funds held in your KabiPay settlement account.

**7.1 Disclaimer of warranties:** THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

**7.2 Limitation of liability:** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KABI INVESTMENT LIMITED'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 3 MONTHS PRECEDING THE CLAIM.

**7.3 Exclusion of consequential damages:** IN NO EVENT SHALL KABI INVESTMENT LIMITED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**7.4 Force majeure:** We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including natural disasters, government actions, telecommunications failures, or payment network outages.

You agree to indemnify, defend, and hold harmless Kabi Investment Limited, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of:

• Your use of the Services in violation of these Terms • Your breach of any representation or warranty • Your violation of any applicable law or regulation • Disputes between you and your customers arising from transactions you process • Any content, data, or materials you submit to or through the Services

**9.1 Our IP:** The KabiPay platform, including its software, design, trademarks, and documentation, is owned by Kabi Investment Limited and protected by intellectual property laws. You may not use our trademarks or branding without prior written consent.

**9.2 API licence:** Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the KabiPay API solely for the purpose of integrating payment functionality into your own products and services.

**9.3 Feedback:** Any feedback, suggestions, or ideas you submit regarding the Services may be used by Kabi Investment Limited without any obligation to compensate you.

Your use of the Services is subject to our Privacy Policy, available at kabipay.com/privacy. By using the Services, you consent to the collection, use, and sharing of your data as described in the Privacy Policy.

You are responsible for obtaining all necessary consents from your customers for processing their personal data through KabiPay and for complying with applicable data protection laws in all jurisdictions where you operate.

**11.1 By you:** You may close your KabiPay account at any time by contacting support@kabipay.com. Any funds in your settlement balance will be disbursed to your registered account after a final reconciliation period of up to 30 days.

**11.2 By us:** We may suspend or terminate your account immediately and without notice if: • You violate these Terms or applicable law • We are required to do so by a regulatory authority or court order • We reasonably suspect fraud, money laundering, or other illicit activity • You become insolvent or subject to bankruptcy proceedings

We may also terminate these Terms with 30 days' written notice for any other reason.

**11.3 Effect of termination:** Upon termination, your right to access the Services ceases immediately. Sections of these Terms that by their nature should survive termination (including Sections 7, 8, 9, and 12) shall survive.

**12.1 Governing law:** These Terms are governed by and construed in accordance with the laws of the United Republic of Tanzania.

**12.2 Dispute resolution:** We encourage you to contact us first at legal@kabipay.com to resolve any disputes informally. If a dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in Dar es Salaam, Tanzania, in accordance with the Arbitration Act of Tanzania.

**12.3 Jurisdiction:** For matters not subject to arbitration, you irrevocably submit to the exclusive jurisdiction of the courts of Dar es Salaam, Tanzania.

**Entire agreement:** These Terms, together with our Privacy Policy and any additional agreements you enter into with us, constitute the entire agreement between you and Kabi Investment Limited regarding the Services.

**Severability:** If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force.

**Waiver:** Our failure to enforce any right or provision of these Terms will not be considered a waiver.

**Assignment:** You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations freely.

**Notices:** Legal notices to us must be sent to legal@kabipay.com or by post to Kabi Investment Limited, Dar es Salaam, Tanzania.

For questions about these Terms of Service:

Kabi Investment Limited Dar es Salaam, Tanzania, East Africa Email: legal@kabipay.com Support: support@kabipay.com Website: kabipay.com