MO Terms & Conditions - TPTS Namibia

Merchant Onboarding Terms & Conditions TPTS Financial Technology Group (Pty) Ltd (“TPTS”)

“Merchant”: The legal entity or individual contracting with TPTS to accept and process payments.
“PSP” / “TPTS”: TPTS Financial Technology Group (Pty) Ltd, a licensed and regulated Payment Service Provider under the Payment System Management Act of Namibia, and its affiliates.
“Services”: Payment processing, gateway access, settlement, reconciliation, fraud management, APIs, dashboards, reporting, and related ancillary services.
“Payers”: Customers/end-users of the Merchant who initiate transactions.
“Applicable Law”: Includes the Payment System Management Act, 2003, directives of the Bank of Namibia (“BoN”), card scheme rules, data protection laws, and all other binding laws or regulations.

Regulatory Compliance: All Merchants must comply with Bank of Namibia’s KYC, AML/CFT requirements under the Financial Intelligence Act, 2012 and directives issued thereunder.
Minimum Standards: Merchant must be duly incorporated, hold all required licenses, and be authorized to carry out the business for which payment processing services are requested.
Beneficial Ownership: Merchant must disclose all ultimate beneficial owners (UBOs). No nominee, shell company, or undisclosed third-party ownership is permitted.
Onboarding Documents: Submission of valid incorporation documents, proof of business address, tax registration, banking confirmation, and certified KYC documentation (not older than 3 months).
TPTS Discretion: TPTS reserves the right to decline onboarding where risk, compliance, or reputational exposure is deemed unacceptable under Namibian regulatory frameworks.

Segregation of Accounts: Merchant accounts are operated under segregated trust accounts with licensed Namibian banks, in compliance with the Act.
Authentication: Multi-factor authentication (MFA/2FA) is mandatory.
Responsibility: Merchant assumes liability for misuse or unauthorized access, except where attributable to TPTS’s gross negligence.
Suspension Rights: TPTS may suspend/freeze Merchant accounts on suspicion of fraud, AML/CFT violations, or regulatory instructions from BoN.

Licensing: TPTS is not a bank or deposit-taking institution but a PSP regulated by the Bank of Namibia.
Rules & Standards: Services are subject to compliance with:
- Bank of Namibia directives under the Payments Management Act
- Card scheme rules (Visa, Mastercard, UnionPay, etc.)
- PCI DSS requirements for cardholder data
- Anti-Money Laundering (AML) and Counter-Terrorist Financing (CFT) regulations.
Responsibility: The Merchant is solely responsible for its products/services, customer refunds, chargebacks, and compliance with consumer protection laws.

Disclosure: Fee schedules are communicated in writing and form part of this Agreement.
Settlement Process: Settlement will be made in accordance with timelines prescribed by the Bank of Namibia, typically T+1 or T+2 working days, net of fees and chargebacks.
Currency Control: All settlements are subject to Namibian exchange control regulations where applicable.

Risk Reserve: TPTS may impose a rolling or fixed reserve to mitigate risks associated with chargebacks, fraud, or non-compliance.
Lien & Set-off: TPTS may offset liabilities across Merchant accounts under common ownership or control.
Compliance Hold: Reserves may be held until regulatory investigations are concluded, as per BoN directives.

Commencement: Agreement commences upon acceptance or first transaction processing.
Termination: Either party may terminate with 30 days’ written notice.
Immediate Termination: Permitted in cases of:
- Breach of this Agreement
- Insolvency/liquidation
- Fraud or misrepresentation
- Regulatory order by the Bank of Namibia.

Updates: TPTS may amend these Terms to align with updated Bank of Namibia regulations or card scheme requirements.
Notice: At least 20 working days’ notice will be given for material amendments, except where regulatory directives require immediate effect.

Merchant Indemnity: Merchant indemnifies TPTS, its affiliates, and acquiring banks against claims arising from Merchant’s non-compliance, fraud, or product disputes.
PSP Limitation: TPTS shall not be liable for indirect or consequential damages. Direct liability is limited to the amount of fees paid by the Merchant in the preceding 3 months, except where gross negligence or willful misconduct is proven.

Data Protection: TPTS shall comply with the Data Protection Act (when enacted in Namibia) and industry standards for confidentiality.
PCI DSS: Merchant that integrated via host-host into the TPTS Payment Gateway must maintain full PCI DSS compliance for cardholder data environments.
Retention: Merchant must keep transaction records for a minimum of 5 years, in line with Namibian AML/KYC obligations.

Jurisdiction: This Agreement is governed by the laws of Namibia, with disputes subject to the exclusive jurisdiction of the Namibian courts.
Alternative Resolution: Parties may first attempt mediation or arbitration before pursuing litigation.
Cross-border Merchants: Where services are provided outside Namibia, local laws may also apply, provided they do not conflict with Namibian PSP regulations.

Audit Rights: TPTS, regulators (BoN), or their appointed auditors may conduct on-site or off-site audits of Merchant systems and records to ensure compliance.
Obligation: Merchant must cooperate and provide access to requested information promptly.

This Agreement, together with any annexures (fee schedules, onboarding application, compliance manuals), constitutes the entire legal agreement.
Assignment: TPTS may assign rights to its affiliates or acquiring banks. Merchant may not assign without TPTS’s prior written consent.