TERMS OF USELast updated: April 4th, 2023

The following Terms and Conditions (the “Terms”) is a contract between you and PayChangu Limited (“Nyatwa”), a private limited liability company duly incorporated under the laws of the Federal Republic of Malawi.

These Terms govern your use of and access to our website at https://nyatwa.com and the Nyatwa application, a peer-to-peer social payments platform which includes any other website and mobile application operated by Nyatwa (collectively, the “Website”) and features and services offered by us on this Website (together with the Website, the “Services”), including any content or functionality offered through this Website or the Services, whether as a guest, registered User or on the authorisation of a User.

"You”, “your", “User” mean the person, entity, business, or company who uses or accesses the Services.

"We," "us," and "our" mean Nyatwa and its successors, affiliates, and assignees.

“Nyatwa Service Level Agreement” means a Service Level Agreement, Merchant Service Agreement or another agreement apart from these Terms which has been fully signed and entered into by and between a User and us relating to the access to and/or use of any of the Services by the User.

As used in these Terms, "Nyatwa Account" means the account you have with us for the Services.

“PayChangu Account” means a registered account on the website and mobile application at https://paychangu.com or any other affiliated website and mobile application (collectively, “PayChangu App”) operated by PayChangu Limited, an affiliate of Nyatwa.

“Product” means any goods or services offered to Users on this Website by a Vendor.

“Vendor” means any User who offers Products for sale to other Users on this Website.

“Purchaser(s)” means any User who is offered Products by a Vendor and communicates the intention to purchase such Product(s).

“Vendor’s Conditions” means the guidelines and conditions provided by the Vendor relating to the Products.

“Card” means a prepaid virtual and/or physical card issued by an Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme.

“Payment Scheme” means Visa, Mastercard and/or any affiliates thereof or any other card payment network and/or such other schemes governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods.

“Merchant” means any person or entity to whom you may offer payment through the use of a Payment Card.

“Issuing Bank” means a financial institution that issues Payment Cards under the authority of the relevant Payment Scheme.

"Retailer" means a retailer, seller, or service provider whose Vouchers are offered on this Website”.

“Third-Party Utility Bills Solutions” are technology-based payments and collections solutions which may be integrated to this Website and are offered by third-party companies to enable Users to carry out specific utility bill payments on this Website.

“Content” means features, information, materials, and content provided and depicted through the Services.

By registering and signing up to use this Website, you agree that you have read, understood, and accepted all of the Terms contained in this Agreement. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules and regulations that may be applicable to your use of the Services.

These Terms are legally binding and serve to govern your use of this Website. PLEASE READ AND UNDERSTAND THE TERMS CAREFULLY BEFORE AGREEING TO BE BOUND BY THEM.

Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read, understood and accepted these Terms and our Privacy Policy and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy do not use or access the Services.

All information provided by you will be treated securely and strictly in accordance with the Malawi Data Protection Regulation and other extant applicable data protection laws and regulations.

If you use this Website in the course of a business or other organisational project, then by so doing you:

confirm that you have obtained the necessary authority to agree to these Terms; and

bind both yourself and the person, company or other legal entity that operates that business or organisational project, to these Terms.

In conjunction with your access to or use of the Services, you may be subject to additional terms, rules, policies, and conditions that are posted on this Website, including, but not limited to, terms and conditions for any new features, refunds or rewards programs (the “Additional Terms”), which are hereby incorporated by reference into these Terms.

In the event of a conflict between the Additional Terms and these Terms, these Terms will control and supersede any such conflict, inconsistency or ambiguity.

In the event of any conflict between the Terms, the Additional Terms, and the Nyatwa Service Level Agreement if such has been executed between You and Us, the Nyatwa Service Level Agreement shall prevail.

The governing language of these Terms and all communication between Nyatwa and you will be in English language.

Consent - To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all Services provided to you under these Terms and in connection with your relationship with us (collectively, "Communications") that we may otherwise be required to send or provide you in paper form (e.g., by mail).

By accepting and agreeing to these Terms electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; and (2) your consent will remain in effect until you withdraw your consent as specified below.

Your Right to Withdraw Your Consent - Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at hello@nyatwa.com. If you withdraw your consent to receive Communications electronically, we will close your Nyatwa Account and you will no longer be able to use your Nyatwa Account or the Services, except as expressly provided in these Terms. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

You Must Keep Your Contact Information Current With Us - In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile number or other text message address by updating your profile on this Website.

Changes - We reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms on this Website or delivering notice of such termination or change electronically.

In order to use the Services, you must (a) accept and agree to these Terms, our Privacy Policy and such other terms, conditions and agreements communicated by us to you; (b) register with us on this Website, or be authorised by a registered User to use the Services in a manner agreed by us; (c) be at least 18 years old, with full legal capacity to accept these Terms and enter into any transaction on this Website, or have registered a business name in Malawi for the business that will use the Services, or be duly incorporated in Malawi; (d) provide all information requested by us. If as a parent or guardian, you become aware that your child or ward has provided us with any information without your consent, please contact us immediately at hello@nyatwa.com.

Your eligibility to use this Website also depends on the country you reside in. Currently, this Website operates only in Malawi.

You may use the Services only if you agree to form a binding contract with Nyatwa and are not a person barred from receiving services under the laws of the applicable jurisdiction.

This Website is a peer-to-peer social and payments platform which allows Users to use their smartphones to send, receive and request money quickly. This Website also allows users to sell and pay for goods and services seamlessly. A User may use or access the following Services via this Website:

Payments: The Payments Services allow users to send, receive and request money from people and businesses.

As a User initiating a transfer of funds, the Payments Services may allow you to send funds to your designated recipient (“Recipient”) by selecting the Recipient and the transfer amount to us (a “Payment Instruction”).

By initiating each transfer to a Recipient via the Payment Services, you authorise us and the applicable bank or partner financial institutions to debit the amount you specify and applicable charges from your wallet on this Website, bank account or other payment instrument registered with us, and to send those funds to the designated Recipient upon your request.

Your use of the Payment Services means that you authorise us to take all actions required for your access to and/or our provision of the Payment Services. You must not attempt to circumvent any restrictions to the Payment Services imposed by any regulatory authority, under applicable law and/or by us.

The Payment Services may also allow you to carry out payments on this Website for certain utility bills such as payment of electricity bills to electricity distribution companies, via the Third-Party Utility Bills Solutions. The Third-Party Utility Bills Solutions are not offered by us but by third-party companies. You agree that you shall be exclusively responsible for ensuring that complete payment of any bill and applicable charges are made to the appropriate service provider.

The Payments Services may also include the transfer and receipt of money from a user with a NyatwaID to another user with a NyatwaID. You agree that you shall be exclusively responsible for providing accurate information on details of the NyatwaID that you want to receive funds.

We also have a PayChangu Funding option available for you. This Payments Service allows the transfer of funds from your Nyatwa Account to your PayChangu Account as well as the funding of your NyatwaApp Account from your PayChanguAccount. You understand and agree that you shall comply with the terms and conditions on the PayChangu App in order to use the Payment Services to transfer money to or fund from your PayChangu Account.

Clique: Clique (which may also be referred to as Group or Joint Account) is a paid feature which helps Users to manage split bills, cash and payments with friends in groups. The fees to be paid by Users for the Group Service will be determined solely by us. Once you join a group, you agree to be solely responsible for any liabilities, losses, expenses, claims or damages that arise from activities carried out in such Groups.

Profiles: All Users will have a profile that displays their profile photo, number of followers, badges**,** wallet balance and other information about the User. You agree not to use the Profile feature to intentionally or unintentionally mislead or defraud or to directly or indirectly engage in fraudulent, illegal and or unauthorised activities. Also, you shall not upload or authorise any information on your Profile on this Website that will amount to illegal, obscene, indecent, defamatory, libellous, deceptive, misleading, or otherwise objectionable information or content.

We reserve the right to refuse the Services to anyone for any reason at any time.

Payments, transfers, KYC verifications and wallet transactions in connection with the Services are currently offered in partnership with our respective partners.

Subject to the NyatwaApp Service Level Agreement where applicable, we reserve the right to change or review fees for the Services at any time in the future. You agree that you shall pay all applicable fees, commissions, and/or charges for using the Services as and when due.

Virtual and/or physical Payment Cards may be offered via this Website. The Payment Cards are not issued or created by us, and we make no express or implied warranties or conditions, including warranties or conditions of merchantability or fitness for a particular purpose, on the Payment Cards.

Each request by you for a Payment Card shall constitute an unconditional and irrevocable instruction and authorisation (the “Request”) from you to the Issuing Bank for the creation and issuance of a Payment Card in accordance with the details supplied by you at the time of the Request.

By creating and issuing a Payment Card, we make no representation whatsoever that such Payment Card will be accepted by a Merchant. Any Request that we or the Issuing Bank believe may violate these Terms or any applicable law, may be refused. You agree to comply with all applicable law and Payment Scheme guidelines governing the Payment Cards. Transaction limits are usually applicable to the Payment Cards and you agree that you shall not directly or indirectly take any action to circumvent such transaction limits.

You are responsible for all transactions initiated and fees and charges incurred by the use of your Payment Cards. If you permit another person to have access to information relating to your Payment Card, it will be deemed that you have authorised such use and you will be liable for all transactions and fees and charges incurred by those persons relating to use of the Payment Cards. You shall be solely responsible if a Payment Card that you purchased on this Website is lost, stolen, destroyed, or used without your permission. You are wholly responsible for the use of each Payment Card according to these Terms. We have the right to close your PocketApp Account and bill alternative forms of payment, if we are notified that fraudulently obtained Payment Cards are used by you for transactions.

You do not have the right to stop payment on any purchase or payment Transaction performed with a Payment Card; the election to stop such payments will be at the discretion of the Issuing Bank, regulatory authority and/or us, and you will have no claim against us in relation thereto.

You should obtain a receipt from any Merchant at the time you perform a transaction with a Payment Card. You agree to retain, verify, and reconcile your transactions and receipts. We are not responsible for the delivery, quality, safety, legality or any other aspects of goods or services that you purchase from others with a Payment Card. All such disputes must be addressed to and dealt with directly with the Merchant from whom those goods or services were procured.

Vouchers (which may also be referred to as Gift Cards) may be offered on this Website and such purchased Vouchers may entitle the holders to a discount on the prices of or may be exchanged for goods or services.

The Vouchers are not created or owned by us, and we make no express or implied warranties or conditions, including warranties or conditions of merchantability or fitness for a particular purpose, on the Vouchers. You agree to comply with the terms of the Retailers for use of the Vouchers. Vouchers are not for resale and limits may apply to redemption and use of the Vouchers.

You shall be solely responsible if a Voucher that you purchased on this Website is lost, stolen, destroyed, or used without your permission. You are wholly responsible for the use of each Voucher according to these Terms. We have the right to close your NyatwaApp Account, if we are notified that fraudulently obtained Vouchers are redeemed and/or used by you to make purchases.

To register, open, use and run a NyatwaApp Account, you may be required to submit certain information, including but not limited to your name, email address, phone number, online credentials for your bank account, and such other information as we may request from time to time (collectively, “User Information”). You may also choose a unique username which will be your NyatwaID.

NOTE that the NyatwaID you choose remains the property of NyatwaApp and we reserve all rights to remove or update it at our discretion or request that you change it, such as in instances including but not limited to where the NyatwaID chosen is misleading, deceptive, inappropriate or illegal.

You represent and warrant that you own the email address or mobile phone number you register with, and all information entered or collected in the course of creating your Nyatwa App Account and any information you subsequently add or update from your settings is true, accurate, current and complete, and you agree not to misrepresent your identity or your User Information. If we approve your registration, you will be authorised to use the Services, subject to these Terms and where applicable, the NyatwaApp Service Level Agreement.

You will also need a mobile phone (Android or iOS), internet connection to use this Website and our Services therein.

For our compliance purposes and in order to provide the Services to you, you hereby authorise us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and bank account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as:

• a copy of your valid means of identification, such as a passport or driver’s licence;
• a copy of a utility bill, or other bill, dated within three months of our request, with your name and Malawian street address on it; and
• such other information and documentation that we may require from time to time.

By using the Services and providing User Information to us, you automatically authorise us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you from other third-party websites and databases as necessary to provide the Services to you. For the purposes of such authorisation, you hereby grant us and our third-party service providers a limited power of attorney, and you hereby appoint us and our third-party service providers as your true and lawful attorney-in-fact and agent, with the full power of substitution and re- substitution, for you and in your name, place, and stead, in any and all capacities, to access third-party websites, servers, and documents; retrieve information; and use your User Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, WE AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF, OR ON BEHALF OF THE THIRD PARTY. You agree that other third parties shall be entitled to rely on the foregoing authorisation and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. We are not obliged to review information obtained from third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement. As between us and our third-party service providers, we own your confidential User Information.

The information you provide us is subject to our Privacy Policy.

• THE PURPOSE FOR WHICH WE WILL USE YOUR DATA
• The information that we collect from you may be used in the following ways:
• to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
• to provide you with information about other services we offer that are similar to those that you have already purchased or enquired about;
• to provide you, or permit selected third parties to provide you, with information about services we feel may interest you. If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about services similar to those which were the subject of a previous sale or negotiations of a sale to you. If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this. If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data;
• to ensure that content from our site is presented in the most effective manner for you and to notify you about changes to our Services;
• to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
• to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you; and
• to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.

Information we receive from other sources - We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).

You agree that we have the right to share your personal information and any other information relating to you, your transactions and/or your NyatwaApp Account:

• with any of our affiliated companies and service providers;
• with financial service providers and non-financial companies, such as email service providers that perform marketing services on our behalf, and fraud prevention service providers that use the information to provide services to us;
• with a non-affiliated third-party to access and transmit your personal and financial information from a relevant financial institution. You grant the third-party the right, power, and authority to access and transmit this information according to terms of their Privacy Policy, where you subscribe to thirdparty services;
• with selected third parties including business partners, suppliers, and sub-contractors for the performance of any contract we enter into with them or you and/or to complete a transaction with you;
• with third parties to whom we may choose to sell, transfer or merge parts of our business or our assets or give some or total control over our business or alternatively, acquire all or parts of their businesses;
• in compliance with applicable law, legal processes, regulatory guidelines and regulatory directives that require us to report or disclose information to a governmental body, regulatory authority or any other competent authority;
• with relevant law enforcement officials or other third parties, such as investigators or auditors, if we believe it is appropriate to investigate fraud.

This Website may, from time to time contain links, to and from the platforms of our partner networks, advertisers, and affiliates. Please note that these platforms and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data, such as contact and location data, which may be collected through these platforms or services. Please check these policies before you submit any personal data to these platforms or use these Services.

It is imperative that your data with us is current and accurate. You may request for the rectification of any personal data that we hold about you so as to enable you to correct any incomplete or inaccurate data we hold about you. We may, however, need to verify the accuracy of the new data you provide to us.

We deploy strict physical, electronic, and administrative security measures to protect your information from access by unauthorised persons, against unlawful processing and foreseeable hazards and breaches when online.

We will retain your data for as long as necessary for the said purpose of the processing, and after that, we will keep your data as long as the law requires.

Copyright

All content included in or made available through this Website such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of NyatwaApp or its specified affiliate or its licensors and protected by Malawian and international copyright laws.

Trademarks

In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through this Website are trademarks or trade dress of NyatwaApp or its specified affiliate or its licensors in Malawi and other countries.

In particular, the NyatwaApp and this Website’s logos and designs are trademarks of NyatwaApp or its specified affiliate. We do not grant you any licences, express or implied, to our intellectual property or the intellectual property of our licensors, except as expressly stated in these Terms and in the NyatwaApp Service Level Agreement where applicable or except with our prior written permission. We and our third-party licensors retain all rights, titles, and interest in and to the Services, Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

NyatwaApp’s trademarks and trade dress registered or unregistered shall not be used in connection with any product or service that is not NyatwaApp’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits NyatwaApp.

NyatwaApp does not own the rights to the images, trademarks and intellectual property of our licensors or any third-parties that are featured on this Website. All rights of these images, trademarks and intellectual property belong to their respective owners.

The intellectual property rights of all software made available to you on this Website remain the property of NyatwaApp, its affiliates and its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by NyatwaApp and its licensors.

Your use of the Services must comply with all applicable law. If your use of the Services is prohibited by applicable law, then you are not authorised to use the Services. We are not responsible if you use the Services in any manner that violates applicable law.

You agree not to authorise any other person or entity to use your username and password or mobile device to access the Services. You are solely responsible for the maintenance, confidentiality, and security of your username, password, and other User Information. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorised or performed using your username and password or mobile device, whether authorised or unauthorised by you. We are not responsible for any losses arising out of the loss or theft of your User Information or your mobile device or from unauthorised or fraudulent transactions associated with your NyatwaApp Account.

Except as expressly provided by these Terms or with our prior written consent, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit any Content in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to): (a) use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any Content, except as expressly authorised by us; (b) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Services or our infrastructure; (c) utilise any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (d) rent, lease, copy, or sublicense any portion of the Services or Content to a third party; (e) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services or Content; (f) modify the Services or Content or create any derivative product from any of the foregoing; (g) remove or obscure any proprietary or other notices contained in the Services or Content; (h) use the Services or Content in any way that is illegal, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, as we may determine in our sole discretion; (i) jeopardize the security of your Nyatwa Account or any other person’s Nyatwa Account (such as allowing someone else, who has not been authorized by you and is not your officer, employee, agent, or representative, to use your email address, password, or code to access the Services or in a manner not agreed by us); (j) attempt, in any manner, to obtain the password, account, or other security information from any other user of the Services; (k) violate the security of any computer network or crack any passwords or security encryption codes; or (l) run mail list, listserv, any form of auto-responder or “spam,” or any processes that run or are activated while you are not logged in to access the Services.

We may, but are not obligated to, monitor your use of the Services and Content.

The Services may permit you to submit content, send emails and other communications, and provide other information for publication or distribution to third parties or your customers (collectively, “User Content”). Any User Content must not be illegal, threatening, obscene, racist, defamatory, libellous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, or any form of “spam.”

Subject to the Nyatwa Service Level Agreement where applicable, if you submit User Content, you grant us a non-exclusive, perpetual, royalty-free, irrevocable, and fully sublicensable right to use, modify, reproduce, publish, create derivative works from, distribute and exploit such User Content throughout the world in any media. We take no responsibility and assume no liability for any User Content submitted by you or any other User or third party.

To the extent permitted by applicable law and in accordance with the Nyatwa Service Level Agreement where applicable, we may terminate (or suspend access to) your use of the Content. Subject to the Nyatwa Service Level Agreement where applicable, we may restrict access to portions of the Services, for some or all Users, from time to time.

The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. You are responsible for obtaining any equipment and internet service necessary to access the Website and Services.

Dispute Resolution - For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this section) relating to the Services or these Terms, you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action, in the first instance, by mutual discussions between us within fourteen (14) days of either of us notifying the other of the existence of a dispute or claim. We and you shall use all reasonable endeavours to resolve amicably and in good faith any dispute arising out of or in connection with the Services or these Terms.

In the event that we and you are unable to reach an amicable resolution by mutual discussions within the fourteen (14) days referred to in the preceding paragraph, then the complaint may be escalated to the applicable regulatory authority. If the dispute is still not resolved amicably between we and you, or after the intervention of the regulatory authority (where applicable), then such dispute or claim shall be settled through binding and confidential arbitration. As used in this Dispute Resolution Section, "we” and “us" mean NyatwaApp and its affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we" and “us" include any third party providing any product, service, or benefit in connection with the Services or these Terms, if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

Complaints and Disputes - If you have any feedback, questions, or complaints, contact us via email at hello@nyatwa.com or on Twitter @nyatwaapp. When you contact us, please provide us with the relevant information we need to verify your account.