Terms and Conditions

• JumiaPay operates an online payment gateway to allow secure and convenient online payments on its Merchant platform with a high availability of service level and payment interface.

• The JumiaPay Services include electronic payment processing, collection, settlement and reconciliation of transactions via JumiaPay and its affiliates to help match processed transactions with settlements received from relevant acquirers and scheme owners. All payment transactions are submitted to JumiaPay through the hosted payment page as Payment interface, unless otherwise indicated.

• These terms and conditions govern Service provided by JumiaPay to the Merchant.

General Terms and Conditions

1. Interpretation and introduction
2. Merchant Obligations
3. JumiaPay Obligations
4. Fees and Payments
5. Chargebacks and Refunds
6. Intellectual property
7. Confidentiality, data privacy
8. Payment information
9. Due diligence and audit rights
10. General warranties
11. Limitations and exclusions of liability
12. Indemnification
13. Term and Termination
14. Effects of termination
15. Force Majeure
16. Independent contractor and no authority
17. Sub-contracting and assignment
18. Third party rights
19. Entire agreement
20. Hierarchy
21. No waiver or variation
22. Severability
23. Notice
24. Law and jurisdiction

1. Interpretation and introduction

• 1.1. In these General Terms and Conditions, the definitions contained in the Key Terms, together with the following further definitions, will apply:

  • 1.1.1 “Account Holder” shall mean an individual who has a financial account and who initiates a payment to Merchant for the purchase of a product or service using JumiaPay;

  • 1.1.2 “Agreement” shall mean the Form of Agreement, the Key Terms, these General Terms and Conditions and Jumia’s Mandatory Policies;

  • 1.1.3 “Acquirer” shall mean a financial institution that is authorized by a Scheme Owner to enable the use of a Payment Method by accepting Merchant Transactions from JumiaPay on behalf of Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant via JumiaPay;

  • 1.1.4 “Business Day” shall mean a day other than Saturday or Sunday on which banks are opened for business in the Territory;

  • 1.1.5 “Confidential Information” shall mean any of the Parties' proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly, that is marked as confidential by the disclosing party or, absent such marking, is of a nature that the receiving party should reasonably know is confidential;

  • 1.1.6 “Card” shall mean any form of Prepaid, Credit, debit Card or Card account number which may be used by a Cardholder to carry out a Transaction on a Cardholder’s account;

  • 1.1.7 “Card Scheme” shall mean Mastercard, Visa or any comparable bodies which provide Cards;

  • 1.1.8 “Cardholder” shall mean any person who is issued a Card and is an authorized user designated by the Account Holder to use a Card;

  • 1.1.9 “Chargeback” shall mean a Transaction which is disputed and successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of Transaction in respect of which a Merchant has been paid or was due to be paid;

  • 1.1.10 “Customer” shall mean a party who purchases a product or service from Merchant with a Payment Method that is processed through the Service;

  • 1.1.11 “Data” shall mean characters, symbols and binary on which operations are performed by a computer. Which may be stored, processed or transmitted in the form of electronic signals or other technological means and stored in any format or any device;

  • 1.1.12 “Data Administrator” shall mean a persons or organization that processes Data;

  • 1.1.13 “Data Controller” shall mean a person who either alone, jointly with other persons or in common with other persons or as a statutory body determines the purposes for and the manner in which Data pertaining to an individual is processed or is to be processed;

  • 1.1.14 “Data Protection Laws” shall mean the (i) EU General Data Protection Regulation and (ii) any other applicable data protection legislation from time to time in force in the Territory, as the same may be updated, amended or replaced (the “Data Protection Laws”);

  • 1.1.15 “Fine” shall mean any fine, uplifted service fee, additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant or to JumiaPay, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by excessive Fraud levels or Chargebacks;

  • 1.1.16 “Intellectual Property” shall mean patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

  • 1.1.17 “Issuer /Issuing Bank” hall mean a financial institution that has issued a Payment Method to an Account Holder and is the entity whose name appears on the Payment Method or bank account statement as the Issuer or who enters into a contractual relationship with the Account Holder with respect to the Payment Method;

  • 1.1.18 “KYB” (Know Your Business partner) and “KYC” (Know Your Customer) shall mean the process of verifying the identity of an Account Holder, Merchant or Customer as required under international standards;

  • 1.1.19 “Merchant” shall mean the party identified in Section 3 of the Key Terms and who has entered into this Merchant Services Agreement with JumiaPay to take advantage of the JumiaPay Services;

  • 1.1.20 “Online Bank Transfer” shall mean a payment that is directly debited on the Account Holder’s account with the Issuing Bank;

  • 1.1.21 “Parties” shall mean JumiaPay and Merchant, collectively;

  • 1.1.22 “Payment Information” shall mean information relating to a Transaction that includes, but is not limited to, full card data, bank details and Account Holder’s address;

  • 1.1.23 “Payment Method” shall mean the various methods of enabling payments by Account Holders to Merchants such as Cards, Online Bank Transfer, direct debit, mobile payment, e-money;

  • 1.1.24 “Personal Data” shall mean information that identifies or could be combined with other data to identify an individual;

  • 1.1.25 “Processing Fee” shall mean the fee that JumiaPay charges for each Transaction submitted for processing to the Service as set out in Section 5 of the Key Terms section above;

  • 1.1.26 “Refund” shall mean a reversal of a Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of the Merchant;

  • 1.1.27 “Scheme Owner” shall mean the party offering and/or regulating the relevant Payment Method;

  • 1.1.28 “Scheme Rules” shall mean the collective sets of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant(s) must comply when using the relevant Payment Method;

  • 1.1.29 “Service” shall mean the collective set of payment processing, payment routing, fraud control, reconciliation, reporting, Settlement, account management, and other services provided by JumiaPay to the Merchant to use the Payment Methods to process Transactions;

  • 1.1.30 “Settlement” shall mean the payment of amounts owed by JumiaPay to the Merchant to Scheme Owners for Transactions validly processed for the Merchant, less the amounts for Refunds, Chargebacks, Transaction Fees and the amounts needed;

  • 1.1.31 “Software” shall mean the collective set of programs and data developed and/or operated by JumiaPay as needed to provide the Service to Merchant under this Agreement, including the payment interface;

  • 1.1.32 “Transaction(s)” shall mean an authorisation request made by an Account Holder to initiate a payment from the Account Holder to the Merchant using the JumiaPay Services;

  • 1.1.33 “Transaction Fees” the amount(s) charged by Scheme Owners for the processing of Transactions.

2. Merchant's obligations

• 2.1. General

  • 2.1.1. fulfilling all orders for products and services sold by Merchant to Customers on the Merchant’s website(s) or otherwise;

  • 2.1.2. transmission of Merchant's registration information and Transaction data to JumiaPay’s servers or via the JumiaPay website and ensuring that any Data stored or transmitted by Merchant in conjunction with the Services and for enrolment for the Services is accurate, complete and in the form as requested by JumiaPay, is securely collected and is not corrupted due to Merchant's systems;

  • 2.1.3. ensuring that the Merchant retains a commercial banking relationship with one or more reputable financial institutions in the Territory. The terms of such relationship shall be determined solely by Merchant and the financial institution;

  • 2.1.4. maintaining satisfactory business practices in conjunction with use of the Services;

  • 2.1.5. reviewing all Transactions on its account on a regular basis and notifying JumiaPay immediately of suspected unauthorized activity on;

  • 2.1.6. monitoring and recording all Transactions;

  • 2.1.7. immediately reporting all suspected or deemed fraudulent Transactions to JumiaPay and the relevant regulatory bodies within the specified time period as prescribed by law;

  • 2.1.8. processing orders promptly and responding to customer queries within 6 hours;

  • 2.1.9. retaining all receipts and documentation related to Transactions for the minimum period prescribed by the applicable law in the Territory;

  • 2.1.10. assigning a unique transaction ID to every Transaction;

  • 2.1.11. Refraining from performing prohibited activities including but not limited to:

    • (a) administering any extra charges or fees or sum to the Customer for JumiaPay use of the Services compared to other Payment Methods except as required by law;

    • (b) the use of the Services to perform financial services, foreign exchange trading, currency or cryptocurrency transactions unless explicitly allowed;

    • (c) submission for processing to JumiaPay, any Transaction that the Merchant either knows is, or should have known is, illegal or fraudulent;

    • (d) Publishing the prohibited activities listed in Schedule 1 of this agreement, on its website;

    • (e) offering services that are not denominated in the national currency of the Territory.

• 2.2. The Merchant shall comply with:

  • 2.2.1. industry standards and best practices if and when gaining access to customers’ payment information, including but not limited to PCI DSS;

  • 2.2.2. card Scheme requirements;

  • 2.2.3. Instructions issued by the Central Bank in the Territory or the equivalent supervisory body (the “Supervisory Authority”), as applicable, international corporations or the regulators to which the Parties are subject;

  • 2.2.4. Any instructions, requirements/reports issued by the Supervisory Authority and other government and law enforcement agencies;

  • 2.2.5. Terms of agreement between JumiaPay and its payment partners as it relates to the Merchant and outlined in this Agreement and where necessary, enter into a tripartite agreement with such payment partner and JumiaPay;

  • 2.2.6. JumiaPay Mandatory Policies;

  • 2.2.7. The Merchant shall be liable to pay any Fine(s) that result from the violation of failure to comply with any of the policies outlined above, including but not limited to, misuse and fraudulent activities.

• 2.3. The Merchant shall ensure that its websites and platform:

  • 2.3.1. possess the necessary facilities/technology for web transactions;

  • 2.3.2. is maintained and connected to the internet;

  • 2.3.3. has an uptime of at least 99%, excluding any planned outages and/or any force Majeure events, any failure or delay in an electronic communication, failure or malfunction in any supporting or shared networks, any permanent disruption or failure on the national power grid and inform JumiaPay as soon as possible of any downtimes exceeding 2 (two) hours;

  • 2.3.4. passwords and login details are kept confidential and not shared between users or with other parties;

  • 2.3.5. immediately notify JumiaPay upon noticing, understanding or suspecting any unauthorised use of its password or login details;

  • 2.3.6. software and security updates, patches and versions are up to date and useful to operate the Services;

  • 2.3.7. all payment information is current and updated on the JumiaPay website;

  • 2.3.8. all Transaction issues, disputes, faults are handled promptly and diligently with respect to the Services (in all events, within 6 hours), otherwise the Merchant agrees to accept full liability for any losses, fees and Fines;

  • 2.3.9. ensuring that proper policies (including, without limitation, for returns, refunds and cancellations), are available on the homepage of their website.

3. JumiaPay's obligations

• 3.1. Subject to the terms in this Agreement, JumiaPay agrees to:

  • 3.1.1. provide to Merchant the Services for which Merchant enrols and pays the applicable Processing Fees;

  • 3.1.2. transmission of Transaction Data to Acquirer, Scheme Owner and other parties as may be required to facilitate the Transaction; and

  • 3.1.3. provide Merchant with access to standardised reports regarding Merchant's Transactions processed using the Services and certain reporting tools to assist Merchant in accounting activities.

• 3.2. JumiaPay hereby grants to Merchant the right to access and use the Services in accordance with the terms and conditions of this Agreement.

• 3.3. JumiaPay is not bound by nor should Merchant rely on any representation by:

  • 3.3.1. any agent, representative or employee of any third party that Merchant may use to apply for our Services;

  • 3.3.2. information posted on the JumiaPay website of a general informational nature.

• 3.4. JumiaPay shall:

  • 3.4.1. provide such access to JumiaPay's, Data and other facilities as may reasonably be requested by the Merchant solely as necessary for Merchant to review its own data and agreed with JumiaPay in advance, for the purposes of providing the Services; and

  • 3.4.2. provided however that such access shall be limited as necessary to prohibit access to or threaten the confidentiality or security of JumiaPay’s other Merchant’s Data.

• 3.5. Any changes to the Services during the period of this Agreement shall be notified to the Merchant.

• 3.6. A failure by JumiaPay to comply with the terms of the Agreement can only relieve the Merchant from complying with the consequential obligations under the Agreement with effect from the date on which the Merchant notifies JumiaPay in writing of JumiaPay's failure and its effect or anticipated effect on the Services.

4. Fees and payment

• 4.1. JumiaPay shall charge the Merchant for using the Services according to the Processing Fees outlined in the Merchant Services Agreement executed by the Parties.

• 4.2. Successful transactions shall be settled in the Merchant’s account on the Services latest on the first banking day following the Transaction date.

• 4.3. Upon one months’ notice to the Merchant, JumiaPay reserves the right to increase the fee for the Services outlined herein, exclusive of increment of associated fees and charges by Acquirer, Scheme Owner or Card Schemes.

• 4.4. Unless expressly stated otherwise in this Agreement, the Processing Fees are inclusive of all costs, taxes and duties, however and whenever imposed on the Services.

• 4.5. If JumiaPay incurs penalties, fines or other liabilities attributable to the Merchant’s actions (or lack thereof), JumiaPay will notify the Merchant and make a reasonable effort in working with the Merchant to reach the best possible outcome for all parties. If payment of these penalties, fines or other liabilities becomes unavoidable, however, JumiaPay may at any time set off the penalties, fines or other liability of the Merchant to JumiaPay against any liability of JumiaPay to the Merchant, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, JumiaPay may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by JumiaPay of its rights under this section shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

5. Chargebacks and Refunds

• 5.1. In the event of a Chargeback, a non-refundable Chargeback fee may be charged to the Merchant in accordance with the fee table.

• 5.2. If JumiaPay is obliged to pay the Chargeback amount, the same amount will be deducted from the Merchant Settlements.

• 5.3. Refunds to customers may only be performed using JumiaPay’s services and APIs. The Merchant must not issue a refund in form of a bank transfer, vouchers, in-store credit or any other forms outside the JumiaPay ecosystem.

• 5.4. Refunds will be charged as Transactions by JumiaPay and a Refund fee may be applied by JumiaPay upon notice to the Merchant in the event that a manual intervention is required or additional costs are incurred by JumiaPay to process such Refund.

• 5.5. JumiaPay will not execute a Refund (meaning the relevant sum will not be returned by JumiaPay to the relevant Account Holder directly via the relevant Scheme Owner or Acquirer) in case the funds for this cannot be subtracted to the next Settlement. Refunds can be funded by JumiaPay deposit as a cash advance but will require the Merchant to fund the Deposit to the initial level.

• 5.6. The Merchant shall not charge a Refund fee to a Customer.

• 5.7. The Merchant shall respond with any queries issued by JumiaPay regarding issues including but not limited to receipts, proof of delivery and provide evidence of the same on request.

• 5.8. Any amounts refunded shall be with the same value or less, but not higher, than the original payment amount.

6. Intellectual property

• 6.1. All Intellectual Property rights of each Party will remain that Party’s property exclusively (or. as applicable, its licensors) and the other Party shall not assert any claim thereto during the Term of this Agreement, or thereafter, save as expressly provided in this Agreement.

• 6.2. The Parties shall take all steps to respect the trademark and other Intellectual Property of related organisations to this Agreement including but not limited to Issuing Banks and Card Schemes.

• 6.3. The Parties will respect each other’s trademark and other Intellectual Property rights and will not infringe such rights. The parties’ respective Intellectual Properties will not be used by the other parties for purposes not contemplated under this Agreement or not approved by the other party.

• 6.4. If required for the Merchant’s performance of its obligations under this Agreement, JumiaPay may grant such licences and/or other rights as may be required. In this regard, JumiaPay may authorise in writing, the Merchant to display JumiaPay’s logo on the Merchant's website, or Service enrolment forms and any other marketing materials for the purposes of promoting and providing the Services herein. JumiaPay shall take the necessary steps to procure license where the Intellectual Property referred is not vested in JumiaPay and it possesses the right to sub-licence and/or grant such other rights in and to the said Intellectual Property referred to in the context of this clause. Merchant agrees that its use of JumiaPay’s logo for such purposes shall comply with any guidelines communicated by JumiaPay from time to time.

• 6.5. Upon termination of this Agreement or earlier if required by either Party, a Party must:

  • 6.5.1. immediately cease all use whatsoever of the other Party’s Intellectual Property; and

  • 6.5.2. return, to the extent possible, to the other Party and/or destroy any and all materials in its possession or control that bear or contain the Intellectual Property of the other Party and confirm in writing to the other Party that it has done so;

  • 6.5.3. Any permission to reproduce the trademarks is and logos of the other party to this Agreement is granted solely related to the purpose connected with the Agreement and shall expire once the Agreement is fulfilled or cancelled whichever occurs earlier.

7. Confidentiality and data privacy

• 7.1. With respect to this Agreement and the processing of Personal Data, the Merchant will be considered a Data Controller and JumiaPay a Data Administrator.

• 7.2. The Merchant authorises JumiaPay to process Personal Data on the Merchant’s behalf in the performance of Services under this Agreement.

• 7.3. The Parties acknowledge and agree that each party shall directly collect and receive certain Personal Data provided by the Customer, and they shall each own such Personal Data received by such party directly from the Customer.

• 7.4. The Parties will be solely responsible for obtaining consent for the Data they collect and shall process such Data in the manner prescribed by law.

• 7.5. The Parties shall ensure that its instructions comply with all applicable laws, including Data Protection Laws, and that the processing of Personal Data in accordance with the Parties’ instructions will not cause other Parties to be in breach of Data Protection Laws.

• 7.6. The Parties acknowledge that JumiaPay will process Personal Data for the following purposes:

  • 7.6.1. as reasonably necessary to provide the Services to Merchant; and

  • 7.6.2. after anonymizing the Personal Data, to use that anonymized Personal Data, directly or indirectly, which is no longer identifiable Personal Data, for any purpose whatsoever;

  • 7.6.3. JumiaPay shall co-operate with Merchant to the extent reasonably necessary to enable Merchant to adequately discharge its responsibility as a controller under Data Protection Laws;

  • 7.6.4. responding to requests from data protection authorities for the disclosure of Data as required by applicable laws.

• 7.7. To the extent Merchant, in its use of the Services, does not have the ability to correct, amend, block or delete Personal Data, as required by Data Protection Laws, JumiaPay may comply with any commercially reasonable request by Merchant to facilitate such actions to the extent JumiaPay is legally permitted to do so. To the extent legally permitted, Merchant shall be responsible for any costs arising from JumiaPay’s provision of such assistance.

• 7.8. JumiaPay shall, to the extent legally permitted, promptly notify Merchant if it receives a request from a Customer for access to, correction, amendment or deletion of that Personal Data. Merchant shall be responsible for responding to all such requests. If legally permitted, JumiaPay shall provide Merchant with commercially reasonable cooperation and assistance regarding such Customer's request and Merchant shall be responsible for any costs arising from JumiaPay’s assistance.

• 7.9. JumiaPay shall, as a minimum, implement and maintain appropriate technical and organizational measures as prescribed by law to keep Personal Data secure and protect it against unauthorized or unlawful processing and accidental loss, destruction or damage in relation to the provision of Services.

• 7.10. If JumiaPay becomes aware of a Security Incident in connection with the processing of Personal Data, JumiaPay will, in accordance with Data Protection Laws:

  • (a) notify Merchant of the Security Incident promptly and without undue delay;

  • (b) promptly take reasonable steps to minimize harm and secure Personal Data;

  • (c) describe, to the extent possible, reasonable details of the Security Incident, including steps taken to mitigate the potential risks; and

  • (d) deliver its notification to Merchant's administrators by any means JumiaPay selects, including via email. Merchant is solely responsible for maintaining accurate contact information and ensuring that any contact information is current and valid.

• 7.11. Each Party agrees, during the term of the Agreement and for a period of ten (10) years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorisation of the other Party, any Confidential Information belonging to the other Party.

• 7.12. At the request of either Party or at the termination of the Agreement, the other Party shall promptly return all copies of Confidential Information received from such Party, and must promptly destroy all other Confidential Information prepared by it in connection with the Agreement, including, without limitation, any notes, reports, or other documents.

• 7.13. Each Party shall, at its own expense, ensure that it:

  • 7.13.1. processes all Personal Data obtained pursuant to this Agreement in accordance with the terms of Jumia’s Privacy Policy; and

  • 7.13.2. complies with and assists the other Party to comply with the requirements of all applicable Data Protection Laws in force from time to time relating to the use of Personal Data.

• 7.14. If JumiaPay is sued, fined, or otherwise incurs expenses as a result of the Merchant’s handling of Personal Data obtained pursuant to this Agreement, the Merchant shall indemnify Jumia in respect of the same.

8. Payment information

• 8.1. Merchant agrees to not store, process or transmit any Payment Information for Transactions processed by JumiaPay unless Merchant has the required PCI DSS Certification or completed the required SAQ relevant for its business model and transaction volume. This includes, but is not limited to emails, faxes or postal letters.

• 8.2. Merchant agrees to immediately delete all emails and other forms of data or communication that includes Payment Information of Customers and notify JumiaPay to file an incident report.

9. KYC, due diligence and audit rights

• 9.1. If the Merchant is legally obligated to perform KYC or KYB of its customers and partners, Merchant shall:

  • 9.1.1. collect, maintain and periodically update sufficient KYC and/or KYB information as prescribed by law and provide the record of such information to JumiaPay upon request;

  • 9.1.2. provide JumiaPay with, reports /records or details of KYC and KYB of Customers and/or Partners as well as the Transactions details upon request if this information is needed for investigation of fraud, account takeovers or other disputes, or if JumiaPay is obligated to provide this information to law enforcement agencies or regulatory authorities;

  • 9.1.3. upon request confirm in writing to JumiaPay that KYC / KYB documentation of its partners and customers has been collected, maintained and updated in accordance with current regulatory requirements;

  • 9.1.4. The Merchant warrants that it shall be solely responsible and liable to JumiaPay for KYB/KYC and will provide, upon request, a detailed report of all Customer payments processed using the Services;

• 9.2. The Merchant shall provide JumiaPay such information, documentation and, upon 7 days’ notice, access to the Merchant’s business premises as Jumia may require:

  • 9.2.1. to verify the Merchant’s adherence to, and performance of, its obligations under the Agreement; and

  • 9.2.2. for the purpose of disclosures pursuant to a valid order by a court or other Governmental body having jurisdiction in the Territory; or as otherwise required by applicable law or regulation.

• 9.3. The Merchant consents to the sharing of any such information by JumiaPay to government agencies, law enforcement agencies and third parties as required by law and for the purpose of authentication.

10. General warranties

• 10.1. Each Party hereby warrants and represents that:

  • 10.1.1. it possess the authority and the legal capacity, and any permits, licence(s) and authorisations related thereto, to enter into the Agreement and fulfil its obligations and is not under any disability, restriction or prohibition which prevents it from performing or adhering to any of its duties and obligations under the Agreement;

  • 10.1.2. it shall use the Services in accordance with the applicable user guides and other necessary documentation as may be released by JumiaPay from time to time; and shall not use or permit others to use information obtained through the use of the Services for any purpose other than in conjunction with the Services and in a manner described in the documentation for the Services;

  • 10.1.3. it shall promptly and diligently adhere to all reasonable risk-management, risk minimisation and risk containment measures, as determined by JumiaPay or as required by any regulatory authority having jurisdiction in the Territory;

  • 10.1.4. it shall not use the Services for illegal businesses, money laundering or terrorism financing;

  • 10.1.5. it shall at all times co-operate with each other in all matters relating to the Services;

  • 10.1.6. it shall only use personnel who are suitably skilled and experienced to perform the tasks assigned to them;

  • 10.1.7. it shall at all times have the necessary equipment, technology, tools, vehicles and any other items required to provide the Services;

  • 10.1.8. 10.1.8. reasonable efforts have been taken to ensure all goods, materials, standards and techniques used in providing the goods or services are of the best quality and are free from defects in workmanship, installation and design;

  • 10.1.9. it is creditworthy;

  • 10.1.10. it shall at all times adhere to applicable consumer protection regulations;

  • 10.1.11. it shall conduct its business relating to the subject matter of the Agreement in compliance with all applicable laws in force from time to time in the Territory, including, without limitation:

    • (a) all applicable laws, statutes, regulations and other enactments of the Territory;

    • (b) the U.S. Foreign Corrupt Practices Act;

    • (c) the U.K. Bribery Act;

    • (d) all other anti-bribery and corruption, anti-money laundering, and anti-terrorism laws; and

    • (e) any trade or export sanctions or restrictions imposed by the United States, the United Kingdom, the European Union and/or the United Nations.

  • 10.1.12. it shall conduct its business relating to the subject matter of the Agreement:

    • (a) with skill and care, and by co-operating with and acting in good faith towards the End Users;

    • (b) in compliance with the Jumia Partner Code of Conduct (current version as at the Effective Date published at https://investor.jumia.com/corporate-governance/#governance-documents), and other Jumia codes, policies and guidelines published on JumiaPay from time to time; and

    • (c) in accordance with ethical business practices and industry best practice.

  • 10.1.13. it shall observe all health and safety rules and regulations and any other reasonable security requirements; and

• 10.2. The Merchant represents and warrants that:

  • 10.2.1. It shall notify JumiaPay in writing immediately upon the occurrence of a change in ownership of more than fifty percent (50%) of the voting shares of the Merchant.

  • 10.2.2. It is not engaged in any business that is in competition with JumiaPay and it shall notify JumiaPay if it commences any such competing business.

• 10.3. JumiaPay represents and warrants that:

  • 10.3.1. Except as expressly set forth above and to the extent permitted by applicable law, JumiaPay and its licensors, make no warranty of any kind, express, implied or statutory, regarding the provision of Services under this Agreement;

  • 10.3.2. To the maximum extent permitted by law, JumiaPay and its licensors expressly disclaim all such conditions and warranties, including without limitation the implied warranties of merchantability, fitness for particular purpose and non-infringement, except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void (" non-excludable condition "); and

  • 10.3.3. Neither JumiaPay nor its licensors have represented or warranted that the Services will be uninterrupted, error free or without delay or without compromise of the security systems related to the Services or that all errors will be corrected.

11. Limitation and exclusions of liability

• 11.1. JumiaPay's liability to Merchant for breach of any non-excludable condition is limited, to refunding the price of the Services in respect of which the breach occurred or to providing, replacing or repairing or providing the Services again (except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, in respect of which JumiaPay's liability is not limited under this Agreement).

• 11.2. Notwithstanding section 12.1 above, we will not be liable to you in respect of:

  • 11.2.1. any losses arising out of any event or events beyond our reasonable control;

  • 11.2.2. any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;

  • 11.2.3. any loss or corruption of any data, database or software; or

  • 11.2.4. any special, indirect or consequential loss or damage.

• 11.3. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or the Agreement (this will not limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

• 11.4. The limitations and exclusions of liability set out in this section 12 and elsewhere in these general terms and conditions:

  • 11.4.1. govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these general terms and conditions; and

  • 11.4.2. not will limit or exclude any liabilities in any way that is not permitted under applicable law.

12. Indemnification

• 12.1. Each Party shall indemnify the other Party in full against all claims, liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the other Party as a result of or in connection with:

  • 12.1.1. breach of any warranty;

  • 12.1.2. any claim that the Services infringe the Intellectual Property of any other person anywhere in the world; or

  • 12.1.3. any act or omission of a Party by the Merchant or its employees, agents or sub-contractors in performing the Services.

  • 12.1.4. In the event of fraud or where JumiaPay is called upon in any issue regarding any fraudulent Transaction or other Transaction(s) of any Customer, Account Holder or Cardholder, the Merchant shall at the request of JumiaPay irrevocably and unconditionally indemnify and defend JumiaPay and/or pay any damages, charges, fees and/or costs awarded against JumiaPay in a resulting final judgment (including reasonable legal fees) arising out of or resulting from any claim, action or demand (collectively a “Claim”) from any Customer or Third Party.

13. Term and termination

• 13.1. The Agreement shall enter into force on the Effective Date for the duration of the Term unless terminated by either Party in accordance with sections 14.2 or 14.3 below.

• 13.2. Either Party may terminate the Agreement by giving to the other Party Written Notice of Termination Without Cause.

• 13.3. Either Party may terminate the Agreement with immediate effect by giving written notice of termination to the other Party if:

  • 13.3.1. the other Party is in default or breach of any of the terms of the Agreement and such breach is not remedied within thirty (30) days of service of notice in writing;

  • 13.3.2. a bankruptcy, insolvency, or winding-up order has been obtained against the other Party;

  • 13.3.3. the other Party enters into a scheme of compromise or arrangement with its creditors or enters into an assignment for the benefit of its creditors;

  • 13.3.4. the other Party ceases to conduct all (or substantially all) of its business;

  • 13.3.5. the other Party is or becomes unable to pay its debts as they fall due; or

  • 13.3.6. there is a change in ownership of more than fifty percent (50%) of the voting shares of the Merchant.

14. Effects of termination

• 14.1. Upon the termination of this Agreement, each Party shall forthwith return to the other Party all papers, materials, Data and other property of the other Party in its possession or held by it in connection with the performance of this Agreement. Notwithstanding the foregoing, either Party shall be entitled to retain information concerning the other Party if and to the extent that it is required to do so in terms of its reasonable retention of records policy or in terms of any Applicable Law, subject at all times to the confidentiality obligations as set out in clause 8 above.

• 14.2. Upon termination of the Agreement, any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

• 14.3. Except to the extent that these General Terms and Conditions expressly provide otherwise, the termination of the Agreement shall not affect the accrued rights of either Party.

15. Force majeure

• 15.1. Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for one (1) month, the Party not affected may terminate the Agreement by giving thirty (30) days’ written notice to the other Party.

• 15.2. The acts or events constituting a “Force Majeure Event” shall include, but not be limited to:

  • 15.2.1 acts of God;

  • 15.2.2 act of war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or other usurped power or confiscation, nationalization sabotage and terrorist activities;

  • 15.2.3 government sanction or embargo, decisions, intervention, directive, or policy, restrictions (including the denial or cancellation of any export or other necessary license);

  • 15.2.4 acts of nature including fire, explosion, flood, lightning, haze, earthquake, storm, hurricane, hail cyclone or other severe weather condition or other natural disaster which could not be foreseen and was beyond the control of such Party; and

  • 15.2.5 act of public disorder, riot, civil unrest, rebellion, strike, blockage, vandalism, boycott, lock-out, labour unrest (whether direct or indirect, lawful or unlawful) except where it is limited to the employees of the Parties.

• 15.3 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, such Party shall promptly give notice in writing to that effect to the other Party, stating the particulars of such Force Majeure Event and of the obligations thereby affected, and shall thereupon be excused from the performance or punctual performance (as the case may be) of such obligations for as long as the Force Majeure Event continues. A Party so affected by Force Majeure Event shall use every reasonable effort to minimize the effect of the Force Majeure Event and shall promptly resume performance as soon as reasonably possible after removal of the Force Majeure Event.

• 15.4 If the Force Majeure Event ceases before the expiration of the said thirty (30) days’ notice of termination in line with clause 15.1 above, the Party so affected shall promptly notify the other Party in writing and may resume the performance of its obligations at the sole discretion of the other Party.

16. Independent contractor and no authority

• 16.1. Nothing in these terms and conditions is intended to create or creates any type of joint venture, employee-employer, escrow, partnership, or any fiduciary relationship between Jumia and the Merchant.

• 16.2. Neither Party shall be deemed to be an agent or representative of the other by virtue of these terms and conditions. Neither Party is authorised to, or will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other Party. Without limiting the generality of the foregoing, neither Party will enter into any contract, agreement or other commitment, make any warranty or guarantee, or incur any obligation or liability in the name or otherwise on behalf of the other Party.

17. Sub-contracting and assignment

• 17.1. The Merchant agrees that JumiaPay may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under the Agreement.

• 17.2. The Merchant may not, without prior written consent from JumiaPay, assign, transfer, sub-contract or otherwise deal with any of its rights and/or obligations under the Agreement.

18. Third party rights

• 18.1. The Agreement is for the benefit of the Parties only and is not intended to benefit or be enforceable by any third party.

• 18.2. The exercise of the Parties' rights under the Agreement is not subject to the consent of any third party.

19. Entire agreement

• 19.1. The Form of Agreement, these General Terms and Conditions and the Parties executed Merchant Services Agreement, JumiaPay’s Mandatory Policies, shall constitute the entire agreement between the Parties relating to the subject matter of the Agreement and shall supersede all previous agreements between the Parties.

20. Hierarchy

• 20.1. Should these Terms and Conditions, and Jumia’s Mandatory Policies and the executed Merchant Services Agreement between JumiaPay and the Merchant be in conflict, the executed Merchant Service Agreement, The Terms and Conditions, and JumiaPay’s Mandatory Policies, shall prevail in the order here stated.

21. No waiver or variation

• 21.1. No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

• 21.2. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

• 21.3. No variation of the Agreement shall be valid unless it is in writing and refers specifically to the Agreement.

22. Severability

• 22.1. If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

• 22.2. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

23. Notice

• 23.1. Any notice required pursuant to the Agreement or given in connection with the Agreement, shall be in writing and shall be given to the appropriate Party by personal delivery, by email, by internationally recognised courier services, or by certified mail postage prepaid, to the Merchant Contact or the JumiaPay Contact, as applicable.

• 23.2. Notices sent as above shall be deemed to have been received upon delivery in the case of personal delivery, next working day after sending by email, within 3 working days after sending by internationally recognised courier services, or

• 23.3. within 7 working days after posting in the case of certified mail postage prepaid.

24. Law and jurisdiction

• 24.1. The Agreement shall be governed by and construed in accordance with the laws of the Territory.

• 24.2. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of the Territory.

SCHEDULE 1

PROHIBITED ACTIVITIES

• 1. Including but not limited to illegal downloads which consist of goods and services:

• 2. that infringe the Intellectual Property or other proprietary rights of any third party or prohibited goods and / or services;

• 3. facilitate any illegal, unlawful, or fraudulent activities of criminal nature;

• 4. provide ambiguous language, misleading information, forced content and information which violates applicable laws and regulations in the Territory;

• 5. potentially cause any conflict relating to ethnicity, religion, racial and group issues;

• 6. contain any pornography or matter that violates the ethic norms;

• 7. contain gambling material; or

• 8. contain insulting, racketeering, and / or defamation material.