Merchant Agreement Annex
MERCHANT AGREEMENT ANNEX
QR Pay Africa Limited
Effective Date: September 2025
This Merchant Agreement Annex (“Annex”) forms part of and supplements the Merchant Agreement and Terms & Conditions entered into between QR Pay Africa Limited (“QR Pay Africa”, “we”, “us”) and the registered Merchant (“Merchant”, “you”).
In the event of any conflict between this Annex and the main Agreement, this Annex shall prevail with respect to merchant processing services.
1. SCOPE OF SERVICES
QR Pay Africa provides Merchant with access to:
QR code payment acceptance
Mobile money acceptance (including M-Pesa and other regional schemes)
Card payment processing (where enabled)
Wallet and digital payment acceptance
API integrations
Settlement and payout services
Fraud monitoring tools
Analytics and reporting dashboards
QR Pay Africa reserves the right to modify, suspend, or discontinue specific services at its discretion, subject to regulatory requirements.
2. MERCHANT ELIGIBILITY & ONBOARDING
Merchant must:
Be a legally registered entity (where applicable).
Provide valid incorporation documents, tax registration details, beneficial ownership information, and KYC documentation.
Maintain an active settlement account with a recognized financial institution.
Pass QR Pay Africa’s onboarding risk and compliance review.
QR Pay Africa may refuse onboarding at its sole discretion without obligation to provide detailed reasoning where restricted by law.
3. AML, KYC & REGULATORY COMPLIANCE
Merchant acknowledges that QR Pay Africa is subject to:
Kenya’s Proceeds of Crime and Anti-Money Laundering Act (POCAMLA)
Central Bank of Kenya regulatory requirements
FATF standards
Sanctions screening requirements (including UN, OFAC, EU sanctions lists where applicable)
Merchant agrees:
Not to use the Services for money laundering, terrorism financing, sanctions evasion, or unlawful activities.
To provide additional information upon request for compliance purposes.
That transactions may be delayed, frozen, or reported to authorities where required.
QR Pay Africa shall not be liable for losses resulting from regulatory or compliance-related holds.
4. PROHIBITED ACTIVITIES
Merchant shall not use Services for:
Illegal goods or services
Counterfeit products
Fraud schemes or pyramid schemes
Adult content (unless explicitly approved)
Gambling (unless licensed and approved)
Sanctioned country trade
Cryptocurrency services (unless expressly approved)
QR Pay Africa may update the prohibited list at its discretion.
5. TRANSACTION AUTHORIZATION & CHARGEBACKS
5.1 Authorization
Merchant is responsible for:
Verifying customer identity (where required)
Ensuring transaction legitimacy
Accurate pricing display
All authorized transactions are considered final unless reversed under scheme rules.
5.2 Chargebacks & Disputes
Where applicable:
Merchant bears full liability for chargebacks.
QR Pay Africa may debit Merchant settlement accounts for:
Chargebacks
Refunds
Penalties
Fraud losses
Fines imposed by card networks or payment schemes
Merchant must provide requested evidence within specified timelines.
6. SETTLEMENT & RESERVES
6.1 Settlement Timing
Settlement timelines depend on:
Payment method
Risk classification
Regulatory requirements
Banking processing timelines
QR Pay Africa may adjust settlement frequency.
6.2 Rolling Reserve
QR Pay Africa may impose:
Rolling reserves
Delayed settlement
Security deposits
Transaction caps
Reserves may be held to mitigate fraud, chargeback, regulatory, or insolvency risks.
7. FEES
Merchant agrees to pay:
Transaction fees
Chargeback fees
Currency conversion fees
Cross-border fees
API usage fees (if applicable)
Penalties or fines incurred due to Merchant violations
Fees may be deducted automatically from settlement balances.
8. DATA PROTECTION & CUSTOMER INFORMATION
Merchant remains the Data Controller for its customers’ personal data.
QR Pay Africa may act as:
Data Processor for transaction processing
Independent Controller for fraud monitoring and regulatory reporting
Merchant warrants:
It has lawful basis for collecting and sharing customer data.
It complies with applicable Data Protection Laws.
It has provided adequate privacy notices.
9. INTELLECTUAL PROPERTY & BRAND USE
Merchant may use QR Pay Africa branding only as permitted in writing.
QR Pay Africa may display Merchant’s name and logo for marketing purposes unless Merchant opts out in writing.
10. TAXES
Merchant is solely responsible for:
VAT
Corporate taxes
Withholding taxes
Any applicable digital service taxes
Cross-border tax compliance
QR Pay Africa does not provide tax advice.
11. REPRESENTATIONS & WARRANTIES
Merchant represents that:
It is legally authorized to conduct its business.
Its products/services are lawful.
It will not mislead customers.
It will comply with all applicable laws in its jurisdiction and customers’ jurisdictions.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law:
QR Pay Africa shall not be liable for indirect, incidental, or consequential damages.
Total liability shall not exceed the total fees paid by Merchant in the three (3) months preceding the claim.
QR Pay Africa is not liable for losses caused by:
Third-party banking systems
Mobile network operators
Card networks
Regulatory actions
Force majeure events
13. INDEMNIFICATION
Merchant agrees to indemnify and hold harmless QR Pay Africa against:
Regulatory fines caused by Merchant misconduct
Customer disputes arising from Merchant goods/services
Fraud resulting from Merchant negligence
Violations of intellectual property rights
Breaches of data protection laws
14. SUSPENSION & TERMINATION
QR Pay Africa may suspend or terminate Merchant account:
For violation of this Annex
For excessive chargebacks
For suspicious activity
Upon regulatory directive
For insolvency or reputational risk
Termination does not relieve Merchant of outstanding liabilities.
15. GOVERNING LAW & DISPUTES
Unless otherwise agreed:
Merchants operating in Kenya: Governed by the laws of Kenya.
International merchants: Subject to governing law stated in the main Agreement.
Disputes may be resolved via arbitration if specified in the main Agreement.
16. SURVIVAL
The following survive termination:
AML obligations
Indemnification
Data retention requirements
Liability limitations
Confidentiality
ACCEPTANCE
By signing the Merchant Agreement or activating QR Pay Africa merchant services, Merchant agrees to this Annex.
