Terms & Conditions

Read the following agreement carefully. These are the terms and conditions of the agreement between yourself, Ozow (Pty) Ltd  as defined below (herein after referred to as “Ozow”), Ukheshe Payment Solutions(Pty) Ltd (herein after referred to as “UPS”) and Ukheshe Technologies (Pty) Ltd (herein after referred to as “UT”) (herein after UPS and UT will be collectively referred to as “Ukheshe”).

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Please note that this agreement is in addition to any other agreement applicable to you as provided on www.ozow.com, including the Privacy Policy, Zero-Rated Ts and Cs and Ozow.ME: Consumer Ts and Cs; and www.ukheshe.com, including the Privacy Policy and Terms and Conditions.

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This Agreement explains Your rights, obligations and responsibilities, as well as those of Ozow and Ukheshe. Upon registration for or utilisation of any of the Services and/or Products offered by Ozow and Ukheshe, You agree to and accept the terms of thisAgreement.

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YOUR ATTENTION IS SPECIFICALLY DRAWN TO CLAUSE 6 HEREIN BELOW WHICH RELATES TO THE CONSUMER PROTECTION ACT.

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1. RECITALS

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1.1. UPS is a registered Financial Services Provider (FSP 45133), Third Party Payments processor registered with the Payments Association of South Africa (PASA), Merchant Aggregator registered with MasterCard and Nedbank (TPPP);

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1.2. UT is a System Operator;

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1.3. Ozow is Marketing Agent, who provides technical access to, markets and on sells the Ukheshe Services and Products;

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1.4. Whilst Ozow is not an accountable institution or a bank, outside of the Services provided by Ukheshe, Ozow provides automated electronic fund transfer services in its capacity as a System Operator registered with PASA in relation to certain ancillary aspects related to the Services (e.g. topping up a wallet).

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1.5. As a result of the a foregoing, You will enter into this Agreement with Ukheshe and Ozow.

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1. DEFINITIONS

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1.1. Unless a contrary intention clearly appears, the following terms shall have the following meanings assigned to them and cognate expressions shall have corresponding meanings, namely –

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1.1.1. “Account” means Your account and account balance that is linked to Your profile, which includes your Wallet, to which these terms and conditions apply;

1.1.2. “Agreement” means this document of “standard terms and conditions” read together with any other Agreements entered into between the relevant parties (if any),as well as any Annexures thereto. By registering for or utilising any of the Services or Products offered by Ozow and Ukheshe you unconditionally signify your assent to the terms of this Agreement and as such the Agreement becomes legally binding between You, Ozow and Ukheshe and further, You warrant that the information you have provided upon registration is true and correct in all respects.

1.1.3. “AML” means Anti-Money Laundering;

1.1.4. “App” means the mobile application, either in the form of a native app or progressive web application, which You utilise to access the Products and Services which will be rendered and/or utilised on Your instruction;

1.1.5. “App Store” means Your device’s application store from which You download the App;

1.1.6. “Confidential Information” means all information and data of whatsoever nature (including the Intellectual Property), whether tangible, intangible, oral or in writing and in any format or medium that is obtained or learned by, disclosed to You, or comes to Your knowledge through Us during the course of or arising out of or in relation to this Agreement or Your use of the Products, App and/or the Services, by whatsoever means, which by its nature or content is or ought reasonably to be identifiable as confidential or proprietary to Us, or which is provided or disclosed in confidence, irrespective of whether it appears in written, oral, electronic or graphical format;

1.1.7. “CPA” means the Consumer Protection Act68 of 2008, as amended, varied, re-enacted, novated or substituted from time to time;

1.1.8. “Customer” means the consumer making a purchase from You (for the avoidance of doubt, You are referred to in this specific clause as the merchant / retailer) by using theService or who has registered with Ukheshe through the marketing efforts of Ozow;

1.1.9. “Documentation” means integrated electronic and / or written communication published by Us or Ozow, describing the Software’s functionality and intended operation;

1.1.10. “Dormant account” means an account that has had no customer-initiated debit or credit transactions for such a period as We or Ozow, at our discretion, may determine from time to time;

1.1.11. “E-commerce” means electronic commerce which includes a transaction performed by means of electronic media in a non-face-to-face environment;

1.1.12. “EFT” means Electronic Funds Transfer from or to a registered bank account;

1.1.13. “Effective date” means the date and time that You download the App, register a profile and agree to the Terms and Conditions or upon use of any of the Services or Products;

1.1.14. “FICA” means the Financial Intelligence Centre Act 38 of 2001, as amended, varied, re-enacted, novated or substituted from time to time;

1.1.15. “IntellectualProperty” means, collectively, all and any intellectual property including,  any registered or unregistered trademark, trade name, or service mark, any patent, domain names, designs, copyright, design right, software application right, topography right, application to register any of the aforementioned rights, trade secrets, any right in unpatented know-how, any right of confidence and any other intellectual or industrial property rights of any nature whatsoever in any part of the world, including any licence rights and the right to take legal action;

1.1.16. “Know-How” means all ideas, designs, documents, diagrams, information, devices, technical and scientific data, secret and other processes and methods used in connection with Our business; all available information regarding marketing and promotion of Our products and services (including the Services); and all and any modifications or improvements to any of them;

1.1.17. “KYC” means Know Your Customer;

1.1.18. “Mobile Phone or Smart Device” means a single mobile phone or tablet with a central processing unit capable of executing instructions from a software program or via USSD, and which is used, owned or leased by You;

1.1.19. “Merchant Device” means a point-of-sale (POS) device, mobile phone or tablet;

1.1.20. “Participating Merchant” means a merchant that is integrated into Ukheshe and offers either Cash Withdrawal Token services and/or Cash deposit services and/or Purchase services;

1.1.21. “PCI DSS” means PaymentCard Industry Data Storage Standards as stipulated by the respective CardSchemes;

1.1.22. “Personal Information” has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 and any applicable law in South Africa and/or in any other jurisdiction where the Services and/or Products are provided and/or used;

1.1.23. “PIN” means personal identification number;

1.1.24. “POPIA” means the Protection of Personal Information Act 4 of 2013, as amended, varied, re-enacted, novated or substituted from time to time;

1.1.25. “Processing” has the same meaning as “processing” as defined in POPIA, which for instance will include (subject to the provisions of POPIA, which may be amended from time to time): collecting, storing, collating, using, modifying, sending, distributing, deleting and destroying Personal Information;

1.1.26. “Product specifications” means specific features of products offered by us, including but not limited to minimum deposits, minimum balances and service fees;

1.1.27. “QR Code” means a Quick Response Code generated to enable you to process Transactions. It is a machine-readable code consisting of either an array of black and white squares or a linked numeric code, typically used for storingURLs or other information. The QR Code can be a Static QR Code or a Dynamic QR Code. A “Static QR Code” means a QR code that has a predetermined value or will allow the Customer to input a value; and a “Dynamic QR Code” means a QR code that is linked to specific purchases;

1.1.28. “RICA” means The Regulation of Interception of Communications and Provision of Communication Related Information Act as amended from time to time;

1.1.29. “Selected Merchants” means those merchants as selected by Us from time to time and with whom We and Ozow have contracted to provide VAPs;

1.1.30. “Services”or“Products” means the provision of any payment related services or products rendered through any channel, App,WhatsApp or any other medium through which the Service is rendered and as described more fully in the clause with heading “Services” of this Agreement;

1.1.31. “Software” means the object code of, source code of, and Documentation for the Services offered to You;

1.1.32. “VAPs” means the value-added products of one or more Selected Merchants;

1.1.33. “VAS” means the value-added services of one or more Selected Merchants;

1.1.34. “Wallet” means a User’s ring-fenced User account maintained and reconciled to Our virtual master wallet. The Wallet is unique to each User and contains Personal Information of the User. The Wallet can be accessed via the App or any other medium through which the Service is rendered;

1.1.35. “We” or “Us” or “Our” or “Ukheshe” or “Service Provider” shall mean Ukheshe Technologies (Proprietary) Limited (“UT”),Registration Number: 2017/471522/07, 1st Floor, Golfers Corner, Design Quarter, Fourways, Johannesburg 2191 and Ukheshe PaymentSolutions (Proprietary) Limited (“UPS”), Registration Number: 2013/099677/07, 1st Floor, Golfers Corner, DesignQuarter, Fourways, Johannesburg 2191 FSP Licence number 45133;

1.1.36. “Ozow” shall mean Ozow  (Proprietary)Limited (“Ozow“), Registration Number: 2013/214663/07 and registered address at 10th floor, 5 Buitengracht Street, Western Cape, Cape Town, South Africa,8001;

1.1.37. “You” means the person, merchant or retailer who registers, creates a profile either via the Ukheshe interface or App which was marketed by Ozow (through Ozow.ME) and/or any person who utilises any of the services offered by Ukheshe. ”Your” and “User” shall have corresponding meanings;

1.1.38. “Withdrawal Token” means a cash withdrawal reference number valid at any Participating Merchant teller;

1.1.39. “USSD” means the USSD (Unstructured Supplementary Service Data) interface used to access Your wallet;

1.1.40. “WhatsApp” means theWhatsApp interface used to access your account, wallet, transact, display a QR code and/or receive payment as a Merchant.

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1.2. Any reference in this agreement to the singular also includes the plural or the reference to male also includes the female.

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2. ACCEPTANCE

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2.1. By registering for the Ukheshe account alternatively by utilising the Services, You agree and acknowledge that:

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2.1.1. You accept the terms and conditions of thisAgreement;

2.1.2. You are 18 years or above of age;

2.1.3. You are of sound mind and full legal capacity.

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3. COMMENCEMENT AND REGISTRATION

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3.1. This Agreement is effective from the Effective Date, and will remain in force unless terminated in accordance with the other terms of this Agreement, or by written notice.

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3.2. It is specifically agreed that We or Ozow may suspend the Service or terminate the Agreement immediately for regulatory or statutory reasons as well as for any reason considered material by Us.

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3.3. In order to access and/or use the Ukheshe App marketed through Ozow, Ukheshe Services and/or Wallet, You need to download theApp and thereafter register an account/profile with Us by going through the registration process on the Ukheshe App.  

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3.4. This will involve providing Us and Ozow with certain personal information, which may include (but is not limited to): Your name, photograph, mobile number, email address, proof of Identity, proof of address, last 4 digits of debit/credit card used for top-up, card expiry date etc.;

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3.5. You must be at least 18 (Eighteen) years of age, of sound mind and have a valid South African ID/Passport; or Foreign Passport; or Asylum Papers; or Work Permits to use the Service;

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3.6. You hereby agree that said information may be shared with Our third-party service providers which include but is not limited to Home Affairs, Secure Citizen, pb Verify, Experian and TransUnion to verify the provided information and confirm the validity of same;

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3.7. You furthermore acknowledge and agree that you grant Ukheshe and Ozow worldwide permission to use, store, copy, share, reproduce, and distribute your personal data only as reasonably required to provide the relevant service.  

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4. SERVICES

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4.1. The App, WhatsApp and / or the Interface may enable aUser to select one or more of the following Services (including but not limited to):

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4.1.1. Digital KYC;

4.1.2. Digital Wallets;

4.1.3. Cash out and cash in transactions;

4.1.4. Generation and payment of QR codes;

4.1.5. Access reports on transaction history;

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RECEIPT OF PAYMENTS

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4.1.6. You acknowledge and agree that We will not accept payment for any prohibited industries or other banned products.

4.1.7. We consider the following as prohibited industries:

4.1.7.1. Illegal businesses and activities according to the laws and regulations governing the S/E (service establishment or merchant);

4.1.7.2. Illegal gambling (including casino chips, gambling services, Internet casino sites, and Bingo);

4.1.7.3. Unregulated lottery Sales;

4.1.7.4. Credit Restoration Services;

4.1.7.5. Prostitution (including S/Es involved in prostitution such as unlicensed massage parlours and escort services);

4.1.7.6. Unlawful internet adult digital content.

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MASTERPASS PAYMENTS ACCEPTANCE & PROCESSING

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4.1.8. Your Customers will use the Masterpass Compatible App to scan the QR Code or a Customer may manually input the numeric code linked to the QR Code to perform a Transaction.

4.1.9. The Cards the Customer loads onto the Masterpass Compatible App may not necessarily be compatible with the Service.

4.1.10. The Service will automatically accept Payment Amounts from compatible Visa, Mastercard and Amex-issued Cards.  

4.1.11. All Service Transactions will be authenticated either by 3D Secure, AMT or another accepted authentication method.

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WALLET TOP-UP

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4.1.12. You may Top-up your wallet using any of the below methods:

4.1.12.1. with an EFT Transaction using Your Wallet number as reference number, through the App or through Ozow;

4.1.12.2. You may Receive payment by displaying Your QR Code linked to Your Wallet or any similar functionality provided on the App; or

4.1.12.3. Any further methods which we may include in the App.

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4.1.13. We reserve the right to reject or cancel Your request to Top-Up at any time at Our discretion

4.1.14. We may, in Our discretion and without prior notice toYou, set daily and/or monthly limits for Wallet Top-up. Any such daily limits will appear in the App.

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4.2. AUTHORITY TO DEBIT YOUR CARD

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4.2.1. You hereby authorize us to debit Your account:

4.2.1.1. with any and all payments to merchants made by You using Your Account or where We or a bank act on any instruction from You;

4.2.1.2. with any additional fees that may be charged through automated teller machines (ATMs);

4.2.1.3. with Our standard service fees and those of a bank as notified to You from time to time,; and/or

4.2.1.4. where funds have been mistakenly added to the Account, We may make an adjustment to the balance so that the correct amount is restored.

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4.2.2. We and/or the Bank shall not be liable for any transaction being dishonored because of insufficient funds as a result of the debiting of fees.

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4.3. INTEREST

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You acknowledge that no interest will accrue on any credit or debit balances in your Account and/or Wallet.

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4.4. TRANSACTION HISTORY

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4.4.1. Transaction history can be accessed through Our App, at Your request.

4.4.2. If You believe that Your Transaction history contains an error(s) You must notify Us of the error via e-mail or by contacting support in the App or support@ozow.com within 30 (thirty) days of the receipt of the transaction history, failing which you will have no claim whatsoever in respect of or arising from such error(s).

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4.5. DEPOSITS

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4.5.1. Subject to product specifications, which are set out on the App, there are limits to the number and amounts of deposits that can be made on your Account or Wallet. Ukheshe reserves the right to update and amend the limits without notice. Any deposit exceeding the limits will be rejected and will not be accepted.

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4.6. YOU MAY TRANSFER FUNDS

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4.6.1. to another User (the Recipient).

4.6.2. In order to transfer funds to the Recipient, You must identify the Recipient and the value to be transferred to the Recipient.

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4.7. YOU MAY USE OR SPEND FUNDS

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4.8. We reserve the right to reject or cancel Your request to purchase at any time at Our sole discretion.

4.9. Daily and/or monthly maximum redemption amounts apply and may change from time to time without prior notice to You. Ozow and Us will use its best endeavours to showcase any such limits on the App.

4.10. Services and the relevant charges may change from time to time without prior notice to You.  Any charges will be reflected on the App.

4.11. All Top-up and payment receipts will have at least a two-day delay before the funds will be available to spend in your Account or Wallet.The funds will reflect in Your current balance, but may not reflect in your available balance.  

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5. ANTI-MONEY LAUNDERING, FRAUD AND DISPUTES

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5.1. You acknowledge and understand that We are an accountable institution for adherence to all regulatory and legislative requirements under this Agreement in terms of the Financial Advisory andIntermediary Services Act 37 of 2002 and furthermore, an accountable institution in terms of Financial Intelligence Centre Act 28 of 2001 as amended by the Financial Intelligence Centre Amendment Act 1 of 2017.

5.2. You provide Your irrevocable consent to Us and Ozow to disclose any information provided by You in terms this clause to any Regulated Institution and/or Officer as may be required in terms of applicable anti-money laundering and counter-terrorist financing legislation (including FICA) or any other relevant legislation.

5.3. You shall not use the Services to commit any of the following acts:

5.3.1. any act which undermines Ozow or Our reputation, privacy, intellectual property and other rights;

5.3.2. any act which assists in, allegedly results in, or may actually result in, fraud, money laundering, terrorist financing or impermissible or illegal trading;

5.3.3. any act which involves Your use of an invalid bank account or the bank account of another person or User without such other person’s or User’s consent;

5.3.4. any act that We or any Bank, or EFT payment network reasonably believe to be an abuse of the card system or a violation of card association or network rules or any other rules governing or applicable to such payments network, as may be updated from time to time.

5.4. In order to prevent Fraud, We may implement fraud prevention measures, as updated from time to time without prior notice to You. We may require that You supply additional information to verify that that any payment made through Us is valid and that You have made the payment. Should You fail to provide Us and/or Ozow with the requested information, We reserve the right to suspend Your profile or Account, until said request has been complied with toOur satisfaction.

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5.5. Examples of these measures include, but are not limited to:

5.5.1. Any payment over a certain value may require you to verify your details by providing or uploading copies of ID/Passport;

5.5.2. Any payment deemed or classified as medium or high risk by Us may be held in suspense until the amounts have been verified;

5.5.3. If any payments have been marked as medium or high risk, We or Ozow will contact you to provide the necessary information required to validate the transaction and make the funds available for use;

5.6. You agree that in the event of a dispute request from a financial institution or as otherwise reasonably determined by us in order to prevent potentially fraudulent or unlawful conduct or transactions:

5.6.1. We, may take the following action (collectively referred to as “Dispute Action”):

5.6.1.1. Deduct, withhold, recoup from, or offset against our payments to You or debiting YourWallet or account, or We may notify you of your obligation to pay us, which you must do promptly and fully;

5.6.1.2. Our failure to demand payment does not waive our rights in terms of this clause.

5.6.2. We will withhold the full value of the disputed amount in your Wallet or Account pending investigation.

5.6.3. Dispute Action may result from the following(including but not limited to):

5.6.3.1. a Customer dispute;

5.6.3.2. Transaction reversal;

5.6.3.3. Unlawful or suspicious transactions;

5.6.3.4. actual or suspected lack of authorisation;

5.6.3.5. Transactions processed outside the terms of the Agreement;

5.6.3.6. reversing a Charge for which we have not paid You.

5.6.4. Should the findings illustrate or indicate any unauthorised activity or fraudulent activity this Agreement may be terminated immediately

5.6.5. You agree that We shall be entitled to debit the full amount of any funds related to a Dispute Action from your Wallet or Account.

5.6.6. If We are unable to recover such funds for which you are liable, you will pay Us the full amount immediately upon demand. You further more agree to pay all costs, expenses and disbursements including, without limitation, sheriff fees, tracing fees, courier fees, postage, attorneys’ fees on an attorney and own-client scale, incurred by Us in connection with the collection of all such amounts from You.

5.7. Fraud prevention methods, legislation, rules, regulations and processes change from time to time and as a result we reserve the right to amend or policies and procedures as required without prior notice to You. You agree to be bound and adhere to same.

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6. PROVISIONS OF THE CONSUMER PROTECTION ACT, 2008 (“CPA”)

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6.1. The provisions of this Agreement contain assumptions of risk and/or liability by You. It furthermore limits and excludes liabilities, obligations and legal responsibilities, which We or Ozow will have towards You and other persons. The provisions of this Agreement also limit and exclude Your rights and remedies against Us and Ozow and place various risks, liabilities, obligations and legal responsibilities on You. These provisions may result in You being responsible for paying additional costs and amounts and We or Ozow may also have claims and other rights against You.

6.2. In particular, amongst others, please make sure to consider the provisions of the risk clauses herein below very carefully, because they have an impact on the risks You carry in making use of theSoftware and the Services, and on Our or Ozow’s liability to You.

6.3. To the extent that any Services provided under thisAgreement are governed by the CPA, no provision in this Agreement is intended to contravene the applicable provisions of the CPA, and therefore all provisions of this Agreement must be treated as being qualified, to the extent necessary, to ensure that the applicable provisions of the CPA are complied with.

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7. GENERAL TERMS RELATING TO WALLETS OR ACCOUNTS

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7.1. You acknowledge and understand that:

7.1.1. Your designation as a User, and Your election to deposit and/or transfer funds, does not represent an investment with Us or Ozow in any manner whatsoever;

7.1.2. any transfers or transactions of money are made at Your own risk and We or Ozow do not accept any liability for any loss, damage (whether direct or consequential), or delays experienced in relation to the receipt of funds, purchase, transfer, cash-out or cash-in;

7.1.3. We will keep a record of all the transactions for a period for 5 (Five) years. On the App, you will have access to the last 7(Seven) transactions and records of further transactions can be provided on request at an additional fee;

7.1.4. We do not verify the cell phone number of theRecipient and accordingly We or Ozow will not be held responsible for any loss incurred by You as a result of any incorrect information provided;

7.1.5. We do not guarantee the availability of funds at any SelectedMerchant, nor do we guarantee that a specific denomination will be available when withdrawn by the Recipient at the Selected Merchant;

7.2. All Wallets or Accounts that have had no activity for 60 days will be deemed dormant and a dormancy fee may be charged.

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8. APP STORE TERMS

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8.1. The ways in which You can use the App and any other related Services may also be controlled by the rules and policies of the Appstore from which You download the App. In the event that there exists a conflict between any term, condition, or provision contained within this Agreement, and in any term, condition, or provision contained within the relevant App orApp store terms, the term, condition, or provision contained therein shall take preference.

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9.         OPERATING SYSTEM REQUIREMENTS

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9.1. The System/App requires a smartphone device with internet connection and camera to be operational.

9.2. The WhatsApp interface requires a smartphone device with internet connection to be operational.

9.3. The device needs to have a valid cell phone number and complies with RICA.

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10.         ELECTRONIC TRANSMISSION OF INFORMATION

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10.1. The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks may not always be secure, and is subject to possible loss, interception, or alteration while in transit.

10.2. Accordingly, We or Ozow do not assume any liability, without limitation, for any loss or damage You may experience or costs You may incur as a result of any transmissions over the Internet or other publicly accessible networks, including but not limited to transmissions involving theSoftware, App, Services or e-mail to Us containing Your Personal Information.

10.3. We or Ozow will take commercially reasonable steps to safeguard the privacy of and keep confidential the information You provide to Us or Ozow and will treat such information in accordance with the provisions of this Agreement. Under no circumstance, unless and only to the least extent required otherwise by applicable law, will the information You provide to Us or Ozow create any fiduciary obligations for Us or Ozow, or result in any liability for Us or Ozow in the event that, in spite of Us taking reasonable steps to prevent it, such information is lost, damaged or destroyed, or accessed or processed by third parties, without Your or Our consent.

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11. SOFTWARE LICENCE

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11.1. We and Ozow hereby grant You a personal, non-exclusive, non-transferable, fully paid-up license (with no right to sub-license, transfer or assign) to install a single instance of the Software andApp onto a single Mobile Phone, and to use the Software and App in conjunction with that Mobile Phone, in the Republic of South Africa, for Your own internal data processing purposes, strictly upon the terms and subject to the conditions of this Agreement.

11.2.    The App, Software and the Services are not automatically supported and the license does entitle You to any updates, upgrades, new releases or support services for the App, and We may provide these in Our discretion from time to time. You agree that the terms of thisAgreement shall apply to any updates, upgrades or new releases provided to You.

11.3.    Any return, exchange or refund relating to the Services will be on the basis of Our return, exchange and refund policy.

11.4.    You undertake to always use the latest version of theApp. The App Store may notify You of any upgrades/updates that are available toYou. The upgrades and updates provided are, amongst other things, to ensure that the System is as secure as possible and as a result We strongly encourageYou to install such upgrades and updates as soon as possible after they are made available by the App Store. Subject to the remainder of this Agreement, We or Ozow shall not be liable for any security / data bugs that You may experience if You fail to install the latest version of the App.

11.5.    If We or Ozow have to contact You, for instance in relation to maintenance and support of the Software or the Services, We or Ozow will do so by email, via the App Platform or SMS or telephonically, using the contact details You have provided to Us.

11.6.    You can only transact through the App in line with the facilities available to You through Your Wallet or Account.

11.7.    All ownership rights (including Intellectual Property rights) in and to the Software (including updates, upgrades and new releases)and the System and all other Intellectual Property, are and shall remain vested in Ozow, Us, Our licensor(s) or a party nominated by Us, as the case may be, and shall never pass to You. You shall not during or at any time after expiry or termination of this Agreement, question or dispute Our ownership of theSoftware or Intellectual Property. Except as and to the extent authorised in this Agreement, You shall have no right to use Our Intellectual Property in any manner whatsoever.

11.8.    You may not duplicate, reverse engineer or reproduce in any way the App, Software and information, documentation and proprietary products made available via the App or any other platform without our express prior written consent.

11.9.    You may not make a copy of the Software for back-up purposes. Other than as expressly provided for herein, You may not in any manner copy or otherwise reproduce the Software (wholly or partially).

11.10.    Except as expressly set out to the contrary herein,You will not, and will not assist any third party to, copy, reproduce, transmit, distribute, sell, resell, license, sub-license, rent, lease, transfer, assign, disclose, de-compile, reverse compile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, incorporate into another website, computer program or product, or in any other way reduce to human-perceivable form or exploit all or any part of the Software or the Intellectual Property. If You sell any device on which the Software is installed, you must remove the Software from it.

11.11.    You irrevocably undertake and agree that upon termination for whatever reason of this Agreement and/or any license granted under this Agreement, You shall:

11.11.1.          immediately cease all use of the Software and any other Intellectual Property;

11.11.2.          immediately de-install or delete (as appropriate)every copy (including partial copy) of the Software or App and any other Intellectual Property acquired or made by You from wherever it is installed;

11.11.3.          destroy every copy (including partial copy) of the Software and any other Intellectual Property acquired or made by You, by no later than 3 (three) days thereafter.

11.12.    Third party software provided with the Software is licensed to You on its accompanying license terms, including warranties and remedies. We provide no warranties regarding such software, operating systems and internet browsers including, without limitation, warranties relating to the suitability for a particular purpose, security features or performance. You acknowledge that the use of third-party software will be at your own risk and you indemnify us against and hold us harmless from any and all loss or damage that you may suffer as a result of the use, abuse or possession of third-party software.

11.13.    You agree that any breach by You of any provision of this clause shall be seen as a material breach of this Agreement.

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12.     RISKS AND RESPONSIBILITIES

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12.1.    You agree to use the Software and/or Services in accordance with the terms of this Agreement and to comply at all times with all applicable laws, regulations and ordinances.

12.2.   Except as regards Your reliance on the Software and the Services to do so, You accept the risk of sending and receiving funds.In entering into any transaction, including sending to or receiving funds from any User, You represent that You have been, are, and will be solely responsible for making Your own independent appraisal and investigations into the risks of the transaction. You represent that You have sufficient knowledge, and experience to make Your own evaluation of the merits and risks of any transaction.

12.3.   You are responsible for complying with applicable law. You must ensure that You are fully aware of all laws that may apply to You in relation to Your access to and use of the Software and theServices and to the transactions envisaged in or related to this Agreement, and agree that You are fully responsible for complying with such laws.

12.4.    You agree that We or Ozow are not responsible for determining whether or which laws may apply to Your transactions, including any tax laws, transfer pricing rules or exchange control regulations; We or Ozow are not responsible for ensuring that You comply with such laws. You are solely responsible for compliance with applicable laws, including notifying, withholding, collecting, reporting and remitting any taxes and duties that are payable as a result of Your access to and use of the Software and the Services and any transactions You may be involved in.

12.5.   You are aware of and accept the risk of operational challenges. No Software is error and risk free, as a result We or Ozow may experience cyber-attacks, cyber-security breaches, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Service or Your access to the App, and may even affectYour Wallet or Account. While We and Ozow will do its best to minimise the inconvenience and losses sustained as a result of such circumstances and will take reasonable steps to guard against them, You accept the risk of transaction failure resulting from such operational or technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Us or Ozow accountable for any related losses, unless gross negligence can be proven.

12.6.    We or Ozow do not advise on trading or any other financial activity. Our Services do not include, and it is not Our or Ozow's intention to give You any form of investment or financial advice, or professional advice of any kind. You should seek Your own independent financial advice before opening a Wallet or Account, or entering into any transactions with Us or Ozow.You acknowledge that You have been free to secure independent legal, financial and other advice as to the nature and effect of the Services and Your making use thereof, and of all of the provisions of this Agreement and the relevant exchanges’ terms and conditions, and that You have either taken such independent advice or dispensed with the necessity of doing so.

12.7.   We must comply with applicable law. Applicable law, regulation, and/or orders or rulings by regulatory and other governmental bodies may require Us to freeze transactions, withdrawals or contributions (or any combination thereof), or provide information (including PersonalInformation) regarding Your identity, location and/or Your Wallet or Account. Further, Our record-keeping and customer verification procedures are subject to change at any time as required by law, or industry practices. We must comply with applicable law and regulation and You accept any inconveniences to You or other consequences resulting from Our or Ozow's compliance.

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13. ATTACKS

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13.1. While We and Ozow will take all reasonable steps to prevent and mitigate attacks and breaches, there will sometimes be attacks on the Software or the Services in spite of Us or Ozow taking such steps, and in the event of such an attack there may be nothing that We can reasonably do to prevent its consequences. With respect to the Software, if We or Ozow are able to confirm that any funds or that Your Wallet or Account has been compromised or is under attack, We or Ozow may immediately halt the provision of theServices, the functioning of the Software, and any transactions involving Your Wallet or Account. In the event of such an attack, We or Ozow shall do its best to do what a reasonable person in Our or Ozow’s place would have done, considering the circumstances and what is commercially viable and reasonable.

13.2.  No technology or software is ever perfect or error free, as a result there is no way of Us or Ozow preventing all cybersecurity attacks. Accordingly, We and Ozow make no representation and do not warrant or guarantee the safety or security of the Software or the Services and are not liable for any lost value or stolen property, unless and only to the extent that We wilfully or grossly negligently failed to implement reasonably security measures.

14.  WARRANTIES AND DISCLAIMERS

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14.1. We and Ozow warrant that We or Ozow are the owners of or have valid title to the Software (dependent on the circumstances) and are entitled to grant the rights to You as envisaged in this Agreement.

14.2. We and Ozow do not warrant that the Services or theSoftware will be completely free from errors or that errors will be corrected completely, nor that it will meet Your requirements, nor that it will operate in all combinations selected for use by You.

14.3. You acknowledge that whilst We or Ozow take reasonable care to exclude then-known viruses, malware, worms and Trojan horses from the Software, no warranty is given that the Software is free of viruses, worms or Trojan horses.

14.4.  You agree that We or Ozow shall not be responsible for any malfunction, non- performance or degradation of performance of theSoftware which is caused by or results from, directly or indirectly, any alteration to, adjustment of, attachment to, or modification of the Software by anyone other than Us or Ozow.

14.5.    As expressly provided in this clause 14 and except as required by applicable law, the Services, the Software and the Interface are provided “as- is”.

14.6.    You must ensure that the correct User recipient is selected when you transfer funds another User. We or Ozow will not be responsible for any losses if You fail to correctly select the User recipient.

14.7.    We or Ozow will also not be responsible if You insert the incorrect amount for the cashing- out of or transfer of funds.

14.8.    The Wallet or Account is only intended to be used for payment for goods and/or services as contemplated expressly in this Agreement, and We accept no liability otherwise.

14.9.    The warranty will not extend to defects:

14.9.1. caused by the actions of you or for reasons attributable to You;

14.9.2. if you do not update the App and or software with updated versions as and when these versions become available; and

14.9.3. if you do not make use of the App for an extended period of time, allowing the account to go dormant.

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15.         CONFIDENTIALITY

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15.1. You shall treat all Confidential Information as strictly confidential and not use it for any purpose other than performing Your obligations or exercising Your rights upon the terms of this Agreement. You shall not disclose Confidential Information to any person or third-party.

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16.         PRIVACY AND USE OF PERSONAL INFORMATION AND DATA

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16.1. This section sets out how We or Ozow use and protect any information provided by You when registering for and making use of the Services via any Interface.

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16.2. We and Ozow are committed to ensuring that Your privacy is protected. All information requested will be used within the terms of this Agreement or any other agreements concluded between You and Us or Ozow.

16.3. We may collect the following information, which We may need in order to provide You with the Services and access to the Software:

16.3.1.       name, surname and ID Number;

16.3.2.       contact information including cellular number and email address;

16.3.3.       geographic information using GPS functionality;

16.3.4.       transactional history and any other related information.

16.3.5.       Bank details for EFT transfers

16.3.6.       We and Ozow shall process Your Personal Information in accordance with the conditions for lawful Processing as set out in the POPI Act.

16.4.  We and Ozow will use Your Personal Information for legal and compliance purposes: This includes using Personal Information needed to comply with legal and regulatory duties related to anti-money laundering and counter-terrorist financing; detection, prevention and prosecution of fraud and theft as well as preventing illegitimate or prohibited use of our services or other illegal or wrongful activity. This may also include establishing, exercising, or defending legal rights and claims of Us and others, and monitoring and reporting compliance issues. This may further include using your personal information to validate and authenticate your identity, and utilizing third parties to help us do so.

16.5.  We or Ozow will inform you when your information is required to provide the services you request, or is required by law. In certain cases, such as performing money transfer services, we may be unable to provide you with our services unless you provide certain personal information.

16.6.  You consent to Us and Ozow using the information gathered to: create and administer Your Wallet; creation of your profile and Account; administering your profile and account; provide support services to you; provideServices to You; meet legal or other regulatory obligations imposed on Us; audit usage of Our software and services (including the Services); understandYour needs and to provide a better service, and in particular for internal record keeping; transaction verification and authentication; detect fraud and manage risk; improve Our internal operations and efficiencies; improve Our products and services; send You promotional communications about new products, special offers or other information which We think You may find interesting using the email address which You have provided; and otherwise perform Our obligations and exercise Our rights under this Agreement.

16.7. You have the right to access Your Personal Information and, should the information be inaccurate, You may request Us to correct Your Personal Information.

16.8.    Should you not wish Your location settings and other information to be disclosed to us, the Smart Device or software will allow you to turn off the location settings, and therefore disallow Us or Ozow access to the information.

16.9.    To the extent the relevant provisions of POPIA are in effect in relation to such rights, You may object to Our or Ozow’s Processing of Your Personal Information in accordance with the provisions of POPIA. If you do so and We or Ozow are not able to Process Your Personal Information then We may not be in a position to provide You with the Services.

16.10. It should also be noted that if some of the Services provided by Us or Ozow to You require Us or Ozow to Process the PersonalInformation of someone else, and that person has not consented to Us doing so, this will affect Our or Ozow's ability to provide the Services to You and may mean that We are not in a position to provide those Services to You. Any recipient of your funds must accept the provisions of this Agreement and, if they have not done so, We will not facilitate transactions between You and such recipient. For the avoidance of doubt, Our failure to provide the Services toYou in such instances will not be a breach of this Agreement by Us and will not give rise to liability on Our or Ozow's part.

16.11.  You hereby agree that We or Ozow may send You information: for the marketing of goods and services to You, for the marketing of goods and services to You on behalf of third- party companies, when We or Ozow believe that these offers may be of interest to You; and that We or Ozow may provide de-identified or aggregated information to third-party companies for the provision of analytical ratings about Your transactional patterns behaviours and customer care data and information, including call centre reports and sales assistance information.

16.12.    You have the right to request that We or Ozow no longer contact You regarding the marketing of goods and services to You, whether for Our own purposes, or on behalf of third parties. Such request can be made through the contact details provided in these terms and conditions and upon receipt of such request, We or Ozow shall desist in such direct marketing.

16.13.  From time to time, We or Ozow may also use Your information to contactYou for market research purposes. You consent to Us contacting You by email or on Your cellular phone number. However, if You would like Us to refrain from doing so, please let Us and Ozow know and We and Ozow will comply with Your respective requests.

16.14.  We or Ozow may use the information to customise the Services according to Your interests.

16.15.    We may elect to share Your Personal Information with:

16.15.1. Ozow as our Marketing Agent;

16.15.2.          service providers under contract with Us or Ozow where this is necessary for Us or Ozow to perform Our obligations under thisAgreement;

16.15.3.          parties where We or Ozow are required to do so bylaw, court order, or in compliance with applicable identity verification or legal reporting obligations, and that, to the extent permitted or required under applicable law, We or Ozow may do so even when Your relationship with Us or Ozow is terminated or Your Wallet is cancelled; and

16.15.4.          other third parties, provided We or Ozow have received Your explicit consent.

16.16.    You expressly consent that We or Ozow may process and further process your Personal Information to any of Our or Ozow's group companies, which may be located outside of South Africa for the above purposes(in which case, We will ensure that the location to which Your PersonalInformation is transferred will be a location with at least as onerous restrictions on the Processing of Personal Information as are applicable inSouth Africa ) and that We or Ozow may disclose Your Personal Information to any person who provides services to Us or Ozow or acts as Our or Ozow’s agent to whom We have transferred or propose to transfer any of Our or Ozow’s rights and/or duties in respect of Your Wallet, pursuant to Our or Ozow’s performance of this Agreement; and We or Ozow will ensure that such persons agree to Our or Ozow privacy or other policies in Processing Your Personal Information. Our privacy policy policies can be accessed at: www.ukheshe.com, and Ozow’s privacy policy can be accessed at www.ozow.com

16.17.    Upon termination of the Agreement, and upon Your written request, We and Ozow shall delete or destroy all of Your PersonalInformation, unless and to the extent that We or Ozow are required by law to retain records of Your Personal Information.

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17.         YOUR CONSENT

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17.1.    You acknowledge that you accept and provide your irrevocable consent to this “Your consent” clause, and specifically allow for the collection, storage, Processing and disclosure of Personal Information as described in this Agreement and for the purposes of this Agreement. Should You, Ozow or We terminate use of the Services, consent is still given to Our and Ozow’s retention of the information We have already collected and for the uses as specified in this Agreement. If You do not consent to Us or Ozow Processing your Personal Information, We or Ozow cannot fulfil the terms of the Agreement.

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18. NON-PERSONAL INFORMATION

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18.1. Not withstanding anything contained in this Agreement regarding Your information, the following information is not regarded asPersonal Information for purposes of this Agreement:

18.1.1.       information which cannot be linked back to You; and

18.1.2.       non-personal statistical information i.e. information which has been aggregated and cannot be linked back to You.

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19. SECURITY

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19.1. We and Ozow are committed to ensuring that Your information, including Your Personal Information and Your information relation to payments and receipts, is secure. In order to prevent unauthorised access or disclosure, We and Ozow have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information We or Ozow collect. Should you require additional information and/or details relating to the security provisions We or Ozow will provide you with same upon reasonable request by You.

19.2.    We and Ozow confirm that we have reasonable security safeguards in place to protect your Access Details and other Personal or confidential Information you gave us via the App or platform. However, you accept that, while We or Ozow will take all reasonable steps to prevent security breaches in respect of the Services, any information sent over an unsecured link or communication system is susceptible to unlawful monitoring, interception or access by a third party, for which We and Ozow will not be responsible.

19.3.   In the event that an unauthorised person has accessed or acquired Your Personal Information, We or Ozow shall notify You as soon as reasonably possible using the contact information You provided, unless prohibited in terms of applicable law or relevant authorities. Our or Ozow’s notification shall contain sufficient information to allow You to take protective measures against the potential consequences of the security breach.

19.4.    In no event, unless and only to the least extent required otherwise by applicable law, will the information You provide to Us or Ozow create any fiduciary obligations for Us or Ozow, or result in any liability for Us or Ozow in the event that, in spite of Us or Ozow taking reasonable steps to prevent it, such information is lost, damaged or destroyed, or accessed or processed by third parties, without Your, Ozow’s or Our consent.

19.5.    A cash-out may be by way of point-of-sale withdrawal at Participating Merchant, which will be subject to the Participating Merchant’s security validation and policies.

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20. OTHER IMPORTANT INFORMATION

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20.1.    You are responsible for maintaining the strict confidentiality of Your Account, Profile, Wallet’s credentials, including without limitation Your login details, App PIN, email, wallet address, Wallet, and of all activity on Your account.

20.2.    We will never ask You to disclose Your WhatsApp or App or Account Password. You agree to report any message You receive that asks for Your account details. It is advisable to change Your App Password regularly(at least every 2 (two) to 3 (three) months) in order to reduce the risk of a security breach of Your account. Please choose an App Password that will not be easy to guess or work out, and as far as possible has no meaning. Do not ever allow anyone to access Your Wallet or to watch You accessing Your Wallet orAccount. You agree to take all steps to ensure that Your login details are not stored by Your mobile device or cached or otherwise recorded, and should never use any functionality that allows login details or passwords to be stored by the computer You are using.

20.3.    If You have any security concerns about your Your Wallet/Account, login details, App Password, other security feature being lost, stolen, misappropriated, used without authorisation or otherwise compromised, please change Your Mobile Phone PIN and App Password and contact Us or Ozow immediately.Any undue delay in doing so will affect the security of Your Wallet/Account, and may result in losses as a result.

20.4.    You agree to ensure that Your Mobile Phone or Smart Device is secured with a PIN and e-mail account(s) are secure and only accessible by You, as Your Phone e-mail address in the App can be used to reset passwords or to communicate regarding the details and security of Your Wallet, the App and the Services. If any of the e-mail addresses or Phone number registered with Your Wallet are compromised, please notify Us or Ozow and contact Your e-mail service provider immediately.

20.5.    In cases of theft or fraud, You should contact Us or Ozow and lodge a case with the South African Police Services.

20.6.    We or Ozow shall not be liable for any fraudulent activity initiated through the downloaded copy the App.

20.7.    Neither We, Ozow nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this section of the System. You acknowledge that such information and materials may contain inaccuracies or errors and We expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

20.8.    Please ensure that Your Mobile Phone or Smart Device is secured with a PIN or password as your Wallet may be accessible from WhatsApp.Unauthorised access of your Phone may result in unauthorised transfers which We and Ozow take no responsibility for. 

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21.         CLOSURE OF YOUR WALLET OR ACCOUNT

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21.1.    This agreement may be terminated, in whole or in part, by Ukheshe, whenever, for any reason, Ukheshe or Ozow determines that such termination is in its best interest.

21.2.    Should We cancel and terminate this agreement for any of the aforementioned reasons, We will freeze the Account or Wallet, send you are quest to present us with your banking details in order to refund any remaining balance within a period of 90 (Ninety) days, failing to provide us with the necessary details within a period of 90 (Ninety) days and subject to the reason of cancellation, We will charge dormancy and/or admin fees after the90 (Ninety) days on the dormant account at a rate that will be determined by Ukheshe from time to time  until such time that the account reaches a zero balance.

21.3.    Subject to the provisions of clause 21.5 below, You may terminate this Agreement at any time through WhatsApp support services (or through written communication to the Ukheshe customer support centre).  

21.4.    It is Your responsibility to ensure you have cashedout or used the balance in your Wallet or Account. Your request to close YourWallet will be treated as You having advised Us of Your intention to terminate this Agreement. This Agreement will be terminated upon Us closing Your Wallet or Account, only if there are no funds in your Wallet or Account. You agree and understand that after Your Wallet or Account has been closed by Us, You will no longer have any access to the Wallet. If there are funds still available, you would need to provide proof of identification as determined by Ukheshe from time to time alternatively reregister, and thereafter request a re-allocation of funds.  

21.5.    You may not cancel Your Wallet or Account if We or Ozow believe in Our reasonable discretion that such cancellation is being performed in an effort to evade an investigation or any liability (criminal or otherwise), or in an effort to avoid paying any amounts otherwise due to Us or any relevant governmental or regulatory authority. In this instance, We and Ozow reserve the right to not act upon Your request.

21.6.    You may also cancel this Agreement without reason and without Us and Ozow imposing a penalty on You within 7 (seven) days of the conclusion of this Agreement by notifying Us or Ozow of the cancellation in writing through the contact information herein under or via the App. If you (orWe/Ozow) cancel this Agreement then you must also discontinue use of theServices and delete all copies of the Software and Confidential Information acquired or made by You in terms of this Agreement.

21.7.    We reserve the right to charge dormancy and/or admin fees on any closed account.

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22.         DORMANT WALLET/PROFILE/ACCOUNT

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22.1.    Upon the event that your Account/Wallet/Profile is dormant for a consecutive period of 90 (Ninety) days, for whatsoever reason, We reserve the right to charge dormancy and/or admin fees on the dormant account per month until such time that the account reaches a zero balance. Should the account reach a zero balance and remains in a dormant state for more than 90(Ninety) days, we will close the account with immediate effect.

22.2.    You will not be able to transact on a dormant account without providing proof of his identity, and such account will be subject to reactivation.

22.3.    Should You wish to claim any credit balance from a previously closed account (if any after deduction of dormancy and admin fees), You should approach Us or Ozow with original positive identification. Subject to regulations, we will do the necessary to initiate the unclaimed-balance process(should Ukheshe decide to do so), and will endeavour to provide the client with feedback within 48 (Forty-Eight) hours.

22.4.    The client shall not be entitled to claim any interest from the date of closure of the account.

22.5.    Upon the event of your death, the appointed executor of the deceased estate must present the following minimum documentation as determined by Us from time to time to withdraw any remaining funds (minus all charges and admin fees) and close the wallet:

22.5.1.       Death certificate;

22.5.2.       Letters of executorship;

22.5.3.       Proof of identity of executor;

22.5.4.      Proof of residency of executor not older than 3 months.

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23.         RECORDS

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23.1.    A copy of all Wallet or Account transactions are kept in our digital records.

23.2.    We will keep a record of all the transactions for a period for 5 (Five) years.

23.3.    You may access these transactions by accessing Your transaction history the sending an email request to Ozow and Us.

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‍24.         FEES, CHARGES AND COSTS (will be published online or on the App)

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24.1.    The fees chargeable for different transactions using the services may be changed from time to time with no notice.

24.2.    All transaction fees and account maintenance fees will be provided during registration and is also available online or on the App.Fees may change from time to time.

24.3.    You will also be responsible for all standard data costs associated with the download and use of the App and/or the Interface/System.

24.4.    All Services provided to You are executed on theSouth African national payment system and accordingly, once authorised by You, are automatic and cannot be reversed. Once You select Your Service it cannot be reversed, please ensure that all information is correctly inserted and that You make the correct / intended decision in relation to a Service.

24.5.    You will indemnify Us and Ozow against any losses resulting from:

24.5.1.          You failing to pay the relevant costs or fees;

24.5.2.          You providing the wrong recipient/payment information;

24.5.3.          Someone else carrying out a payment instruction without Your permission;

24.5.4.          The recipient of any funds for purposes other than foreseen or intended by You.

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25.         LIMITATION OF LIABILITY

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25.1.    To the fullest extent permissible by law, under no circumstances whatsoever, including as a result of Our or Ozow’s negligent acts or omissions or those of Our servants or agents or other persons for whom in law We or Ozow may be liable (“Others”) –

25.1.1.       shall We or Ozow, or any Others be liable for any direct, indirect, special, or consequential loss or damages (for instance, loss that is too far removed from or not foreseen by the parties as being connected to this Agreement) howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), sustained by You, servants or agents, including any loss of profits, loss of revenue, loss of operation time, corruption or loss of information and/or loss of contracts;

25.1.2.       shall We or Ozow be liable for loss of Your data regardless of how such loss is occasioned. You acknowledge that back-up of such data is Your responsibility and can be undertaken easily so as to recover any data which is lost. Accordingly, You indemnify and hold Us and Ozow harmless against any losses, damage and damages incurred by You arising directly or indirectly out of or in connection with the loss of any of Your data.

25.2.    We or Ozow shall not be liable to the client for any damage or loss that the client may suffer as a result of the following:

25.2.1.       any person gaining unauthorised access to any information or data;

25.2.2.       incorrect information being given to any person, including any credit bureau; and

25.2.3.       us or the tenant processing any information incorrectly.

25.3.    To the fullest extent permissible by law (including consumer laws, where applicable) Our, Ozow or any Others’ (in whose favour this constitutes a benefit for a third party) maximum aggregate liability for any direct loss, damage or damages of any kind whatsoever or howsoever caused(whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by You, shall not exceed an amount equivalent to the value held in Your Wallet or Account at the time the cause of action arises.

26.         BREACH

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26.1.    Should You breach (or should You permit any third party making use of the Services via Your Wallet or Account to engage in conduct that would constitute a breach if performed by You) any provision or term of this Agreement and fail to remedy the breach within 7 (seven) days of receipt of notice requiring You to do so and warning that if it is not so remedied that We may exercise Our and Ozow’s rights in terms of this clause, then We or Ozow shall be entitled without further notice to You, and in addition to any other remedy available toUs or Ozow in law or under this Agreement, to:

26.1.1.       cancel this Agreement; or

26.1.2.       claim specific performance of any obligation whether or not the due date for performance has arrived; or

26.1.3.       deactivate or suspend Your Wallet/Account or access to the Services, in either event without prejudice to Our or Ozow’s right to claim damages.

26.2.    You must cash-out or transfer the funds (if any)within 7 (Seven) days after We or Ozow have taken any of the steps referred to above (other than cancellation of this Agreement and/or restriction, suspension or cancellation of Your Wallet/Account and/or use of the Services as contemplated herein below). Should You not cash-out or transfer the funds, as the case may be, within 7 (Seven) days, then You forfeit the balance in Your Wallet/Account which will be deemed to be closure fee for Ukheshe.

26.3.    Not withstanding anything else to the contrary in thisAgreement, We and Ozow reserve the right to cancel this Agreement and/or restrict, suspend or cancel Your Wallet/Account and/or use of the Service’s where We or Ozow reasonably suspect that Your Wallet/Account has been or is being used in relation to any criminal or otherwise illegal activity.

26.4.    In such event We or Ozow will, unless prohibited from doing so in law, to take reasonable steps to provide You with notice of any decision to cancel this Agreement and/or restrict, suspend or cancel Your Wallet and/or use of the Services. We or Ozow may be prohibited in law from cashing-out the balance of Your Wallet (if any), where We or Ozow have cancelled this Agreement, and/or suspended or cancelled Your Wallet/Account and/or use of the Services in terms of this clause.

26.5.    If a technical problem causes any Services (including access to the Services) to become unavailable, any system outage or any Wallet errors, We or Ozow may temporarily suspend access to the Services until the problem is resolved. In which event We or Ozow will not be held responsible for any losses caused during said down time or system outage.

26.6.    If you breach or otherwise default on any obligations in terms of the Agreement, We or Ozow will give You 7 (Seven) days written notice to remedy the breach. If You fail to comply within 7 (Seven) days, or ifYou are unable to remedy the breach, We or Ozow may either suspend the Service or terminate the Agreement without further notice. Alternatively, We or Ozow may insist on immediate performance and/or payment from You of all obligations or amounts You owe Us under the Agreement, without prejudice to any other legal rights we may have, including the right to claim damages.

26.7.    If You are non-compliant with any Bank rules, act illegally in any manner, do not pay any amount as specified by Us, submit high levels of fraudulent Transactions, breach any Intellectual Property Rights or protection of Personal Information obligations as set out in the Agreement, commit any act of insolvency or effect a compromise or composition with creditors, or if a creditor institutes insolvency proceedings against You, We or Ozow will have the right to suspend the Service and/or terminate the Agreement immediately.

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27. MARKETING AGENT

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27.1.    Ozow will perform certain marketing services for and of Ukheshe Services and Products, which includes but is not limited to creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services, and front-end technology access to the Ukheshe Services and Products (“Marketing Services”). Ozow will further provide front-end technology access to the Ukheshe Services and Products

27.2.    You hereby authorise Ukheshe to provide Ozow access to Your Accounts, receive, store and process Your Personal Information required to perform the Marketing Services.

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28. GOVERNING LAW,JURISDICTION AND LANGUAGE

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28.1.    This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.

28.2.    The parties hereby irrevocably submit to the jurisdiction of the High Court of South Africa (South Gauteng High Court, Johannesburg) (or any successor to that court) in respect of all and any matters arising out of or in connection with this Agreement.

28.3.    This Agreement has been concluded in the English language. In the case of any conflict between the English and any other translation version, the English version shall prevail.

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29.         CIRCUMSTANCES BEYOND OUR AND OZOW’S CONTROL

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29.1.    We and Ozow shall be under no liability to You in respect of anything which, in the absence of this provision might constitute a breach of this Agreement, arising by reason of circumstances beyond Our or Ozow’s reasonable control, even if We or Ozow should have foreseen the possibility of the occurrence or existence of those circumstances.

29.2.    For the purposes hereof, this includes acts or omissions of any government, government agency, provincial or local or similar authority, civil strife, riots, pandemics, sabotage, insurrection, acts of war or public enemy, illegal strikes, combination of workmen, interruption of transport, lockouts, interruption of essential services from public utilities (including electricity, water and sewerage), prohibition of exports, inability on Our or Ozow’s part due to such circumstances to obtain goods or services from its suppliers (including telecommunications suppliers and Selected Merchants), rationing of supplies, flood, storm, fire or any other circumstances (without limitation) beyond the reasonable control of the party claiming “Force Majeure” (which means unforeseeable circumstances that prevents someone from fulfilling a contract) and comprehended in the term Force Majeure.

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30.         WHOLE AGREEMENT, AMENDMENTS AND UPDATES

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30.1.    This Agreement constitutes the whole agreement between the parties relating to its subject matter, supersedes all prior or oral or written communications and representations with respect to the Services and the Software, and, prevails over any conflicting or additional terms in any document or other communication between the parties leading up to and during the term of this Agreement.

30.2.    We may amend this Agreement from time to time without prior notice to You. Except where We specifically stated that We will provide You with prior notice in this Agreement.  

30.3.    You should regularly view this page to ensure thatYou are satisfied with any changes. If You are not satisfied with the revisions made, You should stop using the Account or Wallet service immediately.

30.4     To the extent permissible by law, We shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

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31.         SEVERABILITY

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31.1.    Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent thereof and shall be treated as not written and severed from the balance of this Agreement, without invalidating the remaining provisions.

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32.     INTERPRETATION

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32.1.    In this Agreement:

32.1.1.       clause headings are for convenience and reference only and shall not be used in interpreting, modifying or amplifying its terms or clauses;

32.1.2.       unless a contrary intention clearly appears, words importing any one gender include the other two, the singular include the plural and vice versa, and, natural persons include created entities (corporate or unincorporate) and the state and vice versa;

32.1.3.       any reference to an enactment is to that enactment as at the date of acceptance of this Agreement and as amended or re-enacted from time to time;

32.1.4.       if a provision in a definition confers rights or imposes obligations on a party, effect shall be given to it as if it was a substantive provision in the body of the Agreement, notwithstanding that it is only in a definition;

32.1.5.       any reference to “days” shall mean business / working days and shall be calculated by including the first day excluding the last day– unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next day which is not a Saturday, Sunday or public holiday;

32.1.6.       its termination shall not affect those terms as expressly provide that they will operate after termination or which of necessity must continue to have effect after termination, notwithstanding that the clauses themselves do not expressly provide for this;

32.1.7.       the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply, and You agree not to use or rely upon that rule in any proceedings in relation to this Agreement;

32.1.8.       any reference to a party to it shall, if such party is liquidated or sequestrated, be applicable also to and binding on that party’s liquidator or trustee;

32.1.9.       the words “include”, “including” and “in particular”shall be construed as being by way of example or emphasis only and shall not be construed nor take effect as limiting the generality of any preceding words;

32.1.10.    the words “other” and “otherwise” shall not be construed as being of the same kind or nature as any preceding words where a wider construction is possible.

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33. CONTACT

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33.1.    Should You have any questions or concerns regarding this Agreement, the Interface, or the Services, please consider the information provided at www.ukheshe.com, www.ozow.me or contact support@ozow.com

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