LipaPap Terms and Conditions

1. About these Terms

1.1 These Terms govern your access to and use of the LipaPap mobile application (the App) and the payment-related services made available through it (the Services), provided by LipaPap Ltd, registration no. PVT‑Q7U7YM93, of Nairobi, Kenya (LipaPap, we, us).

1.2 By creating an account, ticking the acceptance box, or using the App, you agree to these Terms, the Privacy Policy, and the Fee Schedule, which together form the Agreement. If you use the App for a business, you confirm you have authority to bind it.

1.3 If you have signed a separate merchant agreement with us, that agreement prevails over these Terms where they conflict.

2. Definitions

Account means your registered LipaPap account. Merchant means a business that has entered an Agreement with LipaPap to use the Services. Authorized User means an individual a Merchant has authorized to use the Account. Payment Partners means the acquirers, banks, mobile-money operators, payment method providers and other licensed third parties used to deliver the Services. Personal Data has the meaning given in applicable data protection law. Fee Schedule means the fees published in the App, on our website, or in your order confirmation, as updated under clause 14.

3. Eligibility and Account Registration

3.1 You must be at least 18 years old and legally able to enter a contract. The App is not intended for children.

3.2 You must provide accurate, complete and current information and keep it updated. We may refuse or close any Account at our discretion where permitted by law.

3.3 You are responsible for your login credentials, devices and all activity under your Account. Notify us immediately at admin@lipapap.net of any loss, theft or unauthorized use. Do not share credentials or use rooted or compromised devices.

4. Verification, Compliance and Risk

4.1 We are required to verify the identity and business of our customers (know-your-customer and know-your-business checks). You must provide documents and information we request, including beneficial ownership, licenses, source of funds and details of your products and websites.

4.2 We may delay, decline, hold, reverse or report transactions, and restrict or close Accounts, to comply with law, regulator or Payment Partner requirements, sanctions, anti-money-laundering and counter-terrorist-financing rules, or where we reasonably suspect fraud, illegality or excessive chargebacks or disputes.

4.3 We may report suspicious activity to the competent authorities and are not required to tell you when we do so where law prohibits it.

4.4 You must not use the Services for any business or transaction that is illegal, on our prohibited-business list, or not approved in your onboarding. Merchants in regulated sectors (including gaming, forex and other financial services) must hold, and on request prove, all licenses required in each jurisdiction where they operate or accept customers. You are solely responsible for the legality of your business and your customers' use of it.

4.5 We may set transaction limits, rolling reserves or settlement delays based on risk, and will tell you the basis where we reasonably can.

5. The Services

5.1 Through the App we provide payment acceptance, payment links, payouts/disbursements, transaction reporting and settlement reporting. Features may vary by country and Merchant approval.

5.2 Regulated activities, including holding, settling or transferring funds, are performed by us only where we are authorized to do so, and otherwise by our licensed Payment Partners. We do not provide banking, credit or investment services.

5.3 We do not control and are not responsible for third-party services, including telecoms, mobile-money networks, card schemes, banks and acquirers, and your obligations to them continue to apply. You must hold the required agreements with Payment Partners and your settlement bank before using the Services.

5.4 We target 99.5% monthly availability, excluding planned maintenance, Payment Partner outages and events outside our control. This is a target, not a guarantee.

5.5 We may suspend or interrupt the Services for maintenance, security, legal or risk reasons, and will give advance notice where reasonably possible.

6. Merchant Responsibilities

6.1 You are responsible for integrating and testing your systems with the Services in line with our instructions, and for the costs of doing so. Your systems must meet our technical and security specifications.

6.2 You must keep us informed in writing, without undue delay, of changes to your business information, ownership, contact details, websites, and your agreements with acquirers and other payment providers.

6.3 You are responsible for the accuracy of information you give us, for refunds, chargebacks and disputes relating to your customers, and for complying with consumer-protection, tax and data protection law in respect of your customers.

6.4 You must comply with card-scheme and Payment Partner rules, and where you handle card data, with PCI DSS.

7. Acceptable Use of the App

You must not: (a) use the App unlawfully or to defraud anyone; (b) attempt to access other users' data or our systems without permission; (c) reverse engineer, copy, decompile or interfere with the App, except where law allows; (d) introduce malware or overload our systems; (e) use bots or automated means not approved by us; (f) circumvent security, limits or verification; or (g) use the App for money laundering, terrorist financing, sanctions evasion or any prohibited business.

8. Licence to Use the App and Intellectual Property

8.1 We grant you a personal, non-exclusive, non-transferable, revocable license to install and use the App on devices you control, for its intended purpose.

8.2 All intellectual property rights in the App, Services and documentation belong to LipaPap or its licensors. No rights are transferred to you except the license above.

8.3 Merchants allow LipaPap to use their name and logo as a reference in our marketing, unless they opt out in writing at admin@lipapap.net.

8.4 The App is distributed through Google Play. Google's terms apply to your download and installation, and Google is not a party to this Agreement and has no obligation to provide support for the App.

9. Fees and Payment

9.1 You must pay the fees in the Fee Schedule. Fees are exclusive of applicable taxes.

9.2 We may deduct fees, refunds, chargebacks, fines imposed by schemes or partners, and any amounts you owe us from settlements or by invoice.

9.3 Invoices are payable within fourteen (14) days of the invoice date. Disputes must be raised in writing within that period, and the undisputed amount paid on time. Late payments bear interest at the rate permitted by applicable law, and we may recover reasonable collection costs.

9.4 If Google Play Billing applies to any in-app purchase, Google's billing terms apply to that purchase.

10. Term, Suspension and Termination

10.1 Merchants: unless a separate merchant agreement says otherwise, the Agreement runs for twelve (12) months and renews automatically for further twelve (12) month periods unless either party gives three (3) months' written notice before the end of the current period. Other users may close their Account at any time in the App or by emailing admin@lipapap.net.

10.2 We may suspend or terminate your access immediately, with notice where practicable, if: (a) you materially breach the Agreement; (b) you become insolvent or enter liquidation or reorganization; (c) we reasonably believe your systems, devices or activity pose a security risk and you have not fixed it after written notice; (d) you use the Services contrary to our instructions or this Agreement; (e) required by law, a regulator or a Payment Partner; or (f) we reasonably suspect fraud, money laundering or a prohibited business.

10.3 We may also suspend the Services while an invoice is overdue, and you remain liable for fixed fees during suspension. We may charge a reasonable fee to restore the Services.

10.4 If a Merchant terminates early, or we terminate for the Merchant's breach, we may invoice the fixed fees for the remaining term, to the extent permitted by law. Fees paid in advance are not refundable except where required by law.

10.5 After termination: your right to use the App ends; amounts owed remain payable; we may keep funds needed to cover chargebacks, refunds and liabilities for the period our Payment Partners or the law require; and clauses intended to survive (including 9, 12, 13, 15 and 16) will continue.

10.6 Account deletion: you may request deletion of your Account and associated data in the App (Settings > Account) or at [web link]. We will delete or anonymize data except what we must retain by law (for example financial and AML records).

11. Data Protection and Privacy

11.1 We process Personal Data in accordance with the Kenya Data Protection Act, 2019 and other applicable data protection law, which also explains what the App collects and why, your rights, retention and international transfers.

11.2 Roles. For Merchant and Authorized User data (identity, contact, onboarding, risk and account data) we act as data controller. For personal data of a Merchant's customers that we process to carry out transactions on the Merchant's instructions (such as transaction and payment details), we act as data processor on the Merchant's behalf under our Data Processing Agreement. Where we process such data for our own legal, fraud-prevention or compliance purposes, we act as controller.

11.3 Merchants must give their customers and personnel all required notices and obtain any consents needed for our processing under this Agreement.

11.4 We share data with Payment Partners, card schemes, banks, technical subcontractors, regulators, credit and identity-verification providers, and companies in our group, as necessary to provide the Services, meet compliance requirements, and prevent fraud.

11.5 We may record calls with our support lines for quality, training, complaints and security. We may check a Merchant's credit and business standing at onboarding and during the Agreement.

11.6 Marketing messages are sent only where permitted by law or with your consent, and you can opt out at any time.

11.7 The App requests only the device permissions it needs to work, and we explain each one when requested. We do not access contacts, photos, SMS or precise location unless a specific feature needs it and you grant permission.

12. Confidentiality

Each party must keep the other's confidential information secret and use it only for the Agreement, except where disclosure is required by law, regulator or court, or the information is public through no breach. We may disclose Merchant information to the persons listed in clause 11.4 as needed to provide the Services and meet compliance requirements.

13. Limitation of Liability

13.1 Nothing in this Agreement limits liability that cannot be limited by law, including liability for fraud, willful misconduct or gross negligence, or for death or personal injury caused by negligence.

13.2 Subject to 13.1, LipaPap is not liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or data, or third-party claims.

13.3 Subject to 13.1, LipaPap's total liability for direct loss arising under the Agreement is limited to the fees you paid to LipaPap in the twelve (12) months before the event giving rise to the claim.

13.4 LipaPap is not liable for failures caused by you, your customers, Payment Partners or other third parties, or for loss caused by suspension, holds or termination carried out in good faith under clauses 4, 5 and 10.

13.5 The App and non-contractual features are provided "as is" to the extent permitted by law.

14. Changes to the Terms

14.1 We may amend these Terms and the Fee Schedule by giving thirty (30) days' notice by email or in the App. We may give shorter notice where required by law, a regulator, a card scheme or Payment Partner, or for security reasons. No notice is needed for changes that are minor or favorable to you.

14.2 If a change is unfavorable to you and is not required by law or a scheme, you may terminate before it takes effect by written notice. If you keep using the Services after the effective date, you accept the change.

14.3 We may update the App; some updates may be required to keep using it.

15. Force Majeure

LipaPap is not liable for failure or delay caused by events beyond its reasonable control, including power or telecoms failure, failure of Payment Partners or networks, cyber-attacks, natural disasters, war, civil unrest, government or regulatory action, labor disputes, and pandemics.

16. Notices, Assignment and General

16.1 We may give notices by email, in the App, or by posting on our website. You must keep your contact details current. You may give notice to us at admin@lipapap.net.

16.2 We may assign the Agreement to a group company, or to a buyer of the relevant business, without your consent. You may not assign it without our prior written consent.

16.3 This Agreement is the whole agreement regarding the App and Services (together with any signed merchant agreement). If a provision is invalid, the rest remains in force. Failure to enforce a right is not a waiver.

16.4 These Terms replace all previous versions.

17. Complaints, Governing Law and Disputes

17.1 Complaints: contact admin@lipapap.net. We aim to acknowledge complaints within 1 business day and resolve them within 7 days.

17.2 Governing law: this Agreement is governed by the laws of Kenya.

17.3 Disputes: the parties will first try to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes will be referred to arbitration at the Nairobi Centre for International Arbitration / decided by the courts of Kenya (counsel to choose). Nothing prevents either party from seeking urgent injunctive relief.

18. Contact