General Terms and Conditions

This Agreement shall take effect from the effective Date and shall remain valid and in force until terminated by either Party in accordance with the provisions of this Clause.

This Agreement may be brought to an end:

Without limiting any other rights, Litspeed may terminate this Agreement immediately, without liability, where:

Termination or expiry of this Agreement shall not affect any rights or obligations which expressly or by implication are intended to survive such termination or expiry; or must necessarily continue in effect to give business efficacy to this Agreement, including, without limitation, provisions relating to confidentiality, data protection, intellectual property, limitation of liability, and dispute resolution.

The Merchant acknowledges that certain transactions may be declined, reversed, or charged back by the issuing bank, card scheme, or other financial institution. Such actions may occur when:

Where the Merchant has already received settlement for a transaction that is later reversed or charged back, the Merchant shall reimburse Litspeed the full amount of such Chargeback. The Merchant shall also comply with all applicable card-scheme rules regarding Chargeback handling and dispute resolution.

Litspeed reserves the right to forward disputed or unsettled transactions to the relevant issuing bank, payment processor, or regulatory body for investigation. Where a transaction is under review or objection by such authorities, Litspeed shall not be obligated to settle the disputed amount with the Merchant until the matter is resolved.

Litspeed shall promptly notify the Merchant of any Chargeback received, including the reason provided by the cardholder or issuing bank and any documentation related to the dispute. Such notice may be provided by email or any other agreed communication channel.

Each Chargeback constitutes an immediate financial obligation of the Merchant to Litspeed. If the value of the Chargeback or associated costs ("Chargeback Costs") is not automatically debited from the Merchant's account or deducted from a pending remittance or settlement, Litspeed shall have the right to recover the amount by any lawful means. Recovery may include the principal value of the Chargeback and any administrative fees, fines, or related costs incurred in connection with the dispute.

In addition to the disputed transaction value, the Merchant shall bear any processing or administrative fees associated with Chargebacks. Litspeed shall publish or communicate the applicable schedule of such fees, which may be revised periodically. These fees will be deducted directly from the Merchant's settlement account and are non-refundable irrespective of the dispute outcome.

The Merchant may contest a Chargeback within the timeframe stipulated by the relevant card scheme or issuing bank. To initiate a dispute, the Merchant must provide written notice to Litspeed together with all supporting documentation, and Litspeed will forward the submission to the card issuer for consideration. Litspeed shall facilitate the process but bears no responsibility for the final decision of the issuing bank, payment scheme, or other financial institution, whose determination shall be final and binding.

If Litspeed determines that the Merchant's Chargeback or refund ratio exceeds acceptable levels or industry thresholds, Litspeed may, at its discretion, impose additional fees, suspend or terminate the Merchant's access to the Services, or require the Merchant to maintain a reserve account to offset potential future Chargebacks or liabilities. As Chargebacks may arise after termination or expiry of this Agreement, Litspeed reserves the right to recover any such amounts and related costs from the Merchant post-termination.

For the purposes of this Agreement, Fraudulent Transactions shall include, but are not limited to:

If, at any time, the total value of Fraudulent Transactions attributed to the Merchant exceeds 0.10% of the Merchant's total monthly transaction volume, Litspeed may, in addition to any other remedies available under this Agreement, immediately terminate this Agreement without notice and/or require the Merchant to suspend or permanently block the affected Customer(s) from accessing the Payment Gateway or related Merchant services.

The Merchant shall remain fully responsible for the conduct of its employees, agents, or representatives, including any fraudulent acts or omissions, except to the extent that such acts result solely from Litspeed's negligence or willful misconduct.

Litspeed reserves the right to withhold settlement of funds or suspend payment processing where transactions are reasonably suspected to be fraudulent or to present a material risk to Litspeed, its partners, or Customers. The Merchant shall be notified of such action within twenty-four (24) hours, and withheld funds shall remain frozen pending completion of the investigation or confirmation that the transactions are legitimate.

The Merchant shall fully cooperate with Litspeed, law enforcement authorities, and payment scheme operators in investigating any suspected or confirmed fraudulent activity. The Merchant shall also implement reasonable controls and anti-fraud measures to prevent recurrence.

Litspeed reserves the right to require the Merchant to provide, or to procure the provision of, security to safeguard the performance of the Merchant's actual, contingent, or potential obligations under this Agreement. Such security may take the form of a cash deposit, rolling reserve, bank guarantee, or indemnity, as mutually agreed between the Parties.

Litspeed may withhold up to fifteen percent (15%) of the total value of processed transactions as a rolling reserve for a period of up to one hundred and eighty (180) days from the transaction date. The reserve serves to cover potential Chargebacks, refunds, penalties, or regulatory fines that may arise from the Merchant's transactions.

Subject to the absence of outstanding Chargebacks, refunds, penalties, or investigations, the retained funds shall be released to the Merchant after the expiry of the one-hundred-and-eighty-day (180-day) period. If any liabilities remain unresolved, Litspeed may continue to hold an appropriate portion of the reserve until such matters are fully cleared.

Upon termination, Litspeed may retain such portion of the reserve or settlements as it reasonably determines necessary to cover potential Chargeback or refund exposure, fines, or other losses for up to one hundred and eighty (180) Business Days. If the retained amount is insufficient to satisfy all outstanding obligations, the Merchant shall, within twenty-one (21) Business Days of receiving a written demand, remit the balance to Litspeed and keep Litspeed fully indemnified.

The rolling reserve does not constitute a deposit and shall not accrue or attract any form of interest or profit to the Merchant.

Litspeed may, without prior approval, deduct from the reserve any sums due in respect of Chargebacks, fines, penalties, or refunds owed by the Merchant. Such deductions shall be communicated to the Merchant promptly after they occur.

Litspeed may, upon giving the Merchant five (5) Business Days' written notice, set off any amount owed by the Merchant to Litspeed under this Agreement against any funds, settlements, or other sums due from Litspeed to the Merchant. This right applies irrespective of the currency or place of payment of either obligation.

Litspeed may defer or withhold settlement of any amount payable to the Merchant, after giving not less than five (5) Business Days' notice, if such action is reasonably necessary to protect Litspeed's ability to recover any Fees or other sums payable under this Agreement or any actual or anticipated liabilities of the Merchant arising from Chargebacks, refunds, penalties, or similar exposures.

If Litspeed reasonably suspects that a transaction is fraudulent, unlawful, or otherwise presents a material risk, Litspeed may suspend processing of that transaction and any related transactions and withhold corresponding settlements pending completion of an investigation by Litspeed, a financial institution, or any competent authority. During any such suspension, the Merchant shall not be entitled to claim interest, damages, or any other form of compensation for delayed settlement.

The Merchant represents and warrants that:

The Merchant further warrants that it shall:

Each Party represents and warrants that:

Except as expressly provided in this Agreement, neither Party shall be liable to the other for any indirect, consequential, incidental, punitive, or special damages, including but not limited to loss of revenue, profits, business, goodwill, or data, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, even if such losses were foreseeable.

Subject to the exclusions below, Litspeed's total aggregate liability to the Merchant, whether arising under contract, tort, negligence, or otherwise, shall in no event exceed the total Fees paid by the Merchant to Litspeed under this Agreement during the three (3) months immediately preceding the event giving rise to the claim.

The limitations set out above shall not apply to:

The Merchant shall fully indemnify, defend, and hold harmless Litspeed, its affiliates, officers, directors, employees, and agents from and against all claims, actions, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, strikes, lockouts, epidemics, power outages, system failures, or governmental restrictions. The affected Party shall promptly notify the other in writing and shall use reasonable efforts to resume performance as soon as practicable.

Each Party ("Receiving Party") undertakes to treat as strictly confidential all non-public, proprietary, or sensitive information disclosed by the other Party ("Disclosing Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by observation.

The confidentiality obligations contained herein shall remain in force during the Term of this Agreement and for a period of five (5) years after its termination or expiry, or for as long as the information remains confidential, whichever period is longer.

Each Party shall comply with all applicable data protection and privacy laws, including the Kenya Data Protection Act 2019, the GDPR (where applicable), and any related subsidiary legislation. The Parties acknowledge that in the course of performing this Agreement, one Party may act as a Data Controller and the other as a Data Processor, as defined under applicable law.

Each Party shall notify the other within forty-eight (48) hours of becoming aware of any actual or suspected personal-data breach, unauthorised access, or loss of Confidential Information, providing details of the incident, mitigation steps taken, and measures implemented to prevent recurrence.

All intellectual property rights, including but not limited to trademarks, service marks, trade names, logos, software, systems, source code, databases, documentation, and related materials (collectively, "Litspeed Intellectual Property"), are and shall remain the exclusive property of Litspeed Limited or its licensors. Except as expressly provided in this Agreement, nothing shall be construed as granting the Merchant any title, right, or interest—whether by license, assignment, or otherwise—in or to any part of the Litspeed Intellectual Property.

Litspeed grants the Merchant a non-exclusive, non-transferable, and revocable licence to access and use Litspeed's technology, systems, and materials solely for the purpose of receiving the Services under this Agreement.

Any software, system enhancements, documentation, or derivative works developed or produced by Litspeed (independently or in collaboration with the Merchant) in connection with this Agreement shall belong exclusively to Litspeed, unless otherwise agreed in writing.

A notice shall be deemed received:

If the Merchant or any of its Affiliates wishes to access the Services in another country within the Territory, it shall enter into a separate Affiliate Agreement with Litspeed or the relevant Litspeed Affiliate, substantially in the form prescribed by Litspeed, and such Affiliate Agreement shall specify the applicable Services, commercial terms, and any country-specific variations.

Each Affiliate Agreement shall create an independent and severable contractual relationship between the relevant entities, such that termination of one Affiliate Agreement shall not affect the validity or enforceability of any other Affiliate Agreement or this Master Agreement.

Neither Litspeed nor any of its Affiliates shall, under any circumstances, be liable—whether as guarantor, surety, or otherwise—for the obligations or liabilities of another Affiliate arising under any Affiliate Agreement.

Disputes shall first be referred to the Parties' appointed representatives for resolution within 7 Business Days of notice. If unresolved, the dispute escalates to senior management, who shall meet within 3 Business Days to attempt resolution.

If still unresolved, either Party may refer the dispute to binding arbitration in Nairobi, Kenya, before a single arbitrator mutually appointed, or failing agreement, by an agreed arbitral body. Proceedings will be in English, under the Kenya Arbitration Act 1995 (as amended). The award shall be final and binding.

Parties shall continue performing their obligations during dispute resolution. Nothing prevents either Party from seeking interim or injunctive relief from a court of competent jurisdiction.

This Agreement is governed by and construed in accordance with the laws of the Republic of Kenya.

Each Party represents that neither it nor its directors, officers, employees, agents, or affiliates has offered, promised, given, solicited, or accepted any undue advantage in connection with this Agreement, and that it maintains adequate controls to prevent such conduct by any person under its influence.

Each Party shall comply, and shall ensure that all associated persons comply, with all applicable anti-bribery, anti-corruption, and anti-money-laundering laws, including the Bribery Act 2010 (UK), the US Foreign Corrupt Practices Act, the Kenya Bribery Act 2016, and relevant FATF Recommendations.

The Merchant shall:

A material breach of this Clause shall entitle the non-defaulting Party to immediate termination of this Agreement and to pursue damages or other remedies available under law.

The relationship between Litspeed and the Merchant shall be that of independent contracting parties. Litspeed shall act solely as a payment collection and processing agent on behalf of the Merchant for the limited purpose of receiving and disbursing payments from Customers. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, fiduciary, or employer-employee relationship between the Parties.

The Merchant shall not use Litspeed's name, logo, trademarks, or service marks in connection with any advertising, product, service, or promotion without the prior written consent of Litspeed. Any permitted use shall strictly comply with Litspeed's Brand and Communications Guidelines or other directions issued from time to time.

Litspeed facilitates payment processing through its proprietary Payment Gateway solely as a technical and transactional service provider. Litspeed is not a bank, financial institution, or deposit-taking entity, and funds held temporarily by Litspeed during transaction processing are not deposits and are not insured by any governmental or regulatory agency.

This Agreement is personal to the Parties. Neither Party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement—whether in whole or in part—without the prior written consent of the other Party. Litspeed may, however, assign or transfer this Agreement to an affiliate, subsidiary, or successor entity in connection with a corporate reorganization, merger, or acquisition, provided that such assignment does not materially prejudice the Merchant's rights.

Litspeed reserves the right to amend, vary, or supplement these Terms and Conditions from time to time to reflect legal, regulatory, operational, or business requirements. Any changes shall take effect upon written or electronic notice to the Merchant, unless a different effective date is specified in the notice. Continued use of the Services after the effective date of such changes shall constitute acceptance of the revised terms.

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, proposals, or agreements, whether written or oral. Each Party acknowledges that it has not relied upon any statement, representation, or warranty not expressly contained herein.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by scanned copy shall be deemed to have the same legal effect as original signatures.