Vodafone Cash Service Terms
DEFINITION OF TERMS
“Account Number” means a unique number as issued to the Client through which a Subscriber may be identified and against which such Subscriber may make and/or receive payments to or from the Client using the Vodafone Cash Services as further described in Schedule 1 (Vodafone Cash Services).
“Agreement” means this agreement and all schedules and annexes attached hereto.
“Applicable Law” means law, regulation, binding code of practice, rule or requirement of any relevant government or governmental agency, professional or regulatory authority, each as relevant to
i) Vodafone Cash in the provision of the Vodafone Cash Services and/or
ii) the Client in the receipt of the Vodafone Cash Services or the carrying out of its business.
“Background IPR” means any Intellectual Property Rights owned by a Party, and/or Vodafone Group Companies (or which a Party and/or Vodafone Group Companies have the right to use and license) which exist prior to the date of this Agreement; and/or any Intellectual Property Rights to the extent generated independently of this Agreement by or on behalf of a Party and/or Vodafone Group Companies and owned by that Party and/or Vodafone Group Companies (or which they have the right to use and license), but excluding the Marks.
“Cash” means currency notes and coins constituting the legal tender of Ghana.
“Charges” mean the charges set out in Schedule 2 (Charges and Transaction Limits).
“Client Bank Account” means the bank particulars of the Client, details of which shall be provided to Vodafone Cash from time to time.
“Confidential Information” means without limitation, all information, software, data, manuals, concepts relating to marketing methods, products, developments, business and financial affairs and trade secrets, and other information of value to a party and not generally known, (whether or not designated as “confidential information” by any Party and whether written, oral or in electronic form) and any other information clearly designated by a Party as “confidential information” or that is evidently confidential by its nature or the nature of its disclosure, and includes the terms of this Agreement
“Control” means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
b) as a result of any powers conferred by the Regulations or any other document regulating that or any other body corporate and a change of Control occurs if a person who controls anybody corporate ceases to do so or if another person acquires Control of it.
“Customers” means those customers (whether individuals or corporate customers) of the Client who wish to pay Clients’ bills and who are Subscribers to the Vodafone Cash Service.
“E-Money” means electronically, including magnetically stored monetary value as represented by a claim on the issuer which is issued on receipt of funds, redeemable against cash and accepted by a natural or legal person other than the e-money issuer
“Force Majeure” means anything outside the reasonable control of a Party including pandemic, an act of war or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance (excluding industrial action by employees of the Party or its subcontractors), currency restriction, embargo, or a failure of a public utility or telecommunications carrier;.
“Intellectual Property Rights” means
i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright, moral rights, databases, domain names, topography rights and utility models, and includes the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable;
ii) rights in the nature of unfair competition rights and rights to sue for passing off; and
iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.
“Marks” means all Vodafone Group Companies’ rights in (a) the name Vodafone, the Vodafone Logo and all associated registered trademarks and branding globally, or other proprietary words or symbols owned or licensed to any Vodafone Group from time to time together with any unregistered intellectual property rights in the same including but not limited to copyright, domain names and any associated goodwill therein; and (b) the trade marks Vodafone Cash, and the Vodafone Cash Logo, including any unregistered rights or goodwill therein.
“MSISDN” means the Mobile Subscriber Integrated Services Digital Network Number issued to the Subscriber which uniquely identifies the Subscriber on the Network and used to connect with other subscribers and includes a Pin Unlocking Key (“PUK”) for accessing the Network.
“Network” means the telecommunications network used by Vodafone Cash.
“NCA” means the National Communications Authority for electronic communications or telecommunications services in Ghana.
“Party or Parties” means the parties to this Agreement.
“Payee” means a Subscriber who receives E-Money from the Client.
“Pool Account” means the bank account maintained by Vodafone Cash into which the Client may make payments for an equivalent e-money.
“Service Level(s)” means the service level responses and response times set out in paragraph 1 of Schedule 3 (Service Levels);
“Service Level Failure” means any failure of either Party to perform its responsibilities under this Agreement in accordance with the Service Levels;
“Subscriber” means a third party that is subscribed to the Vodafone Cash Service provided by Vodafone Cash.
“Transaction” means the payment or receipt of E-Money between Subscribers and/or the Client through the Vodafone Cash Vodafone Cash System.
“VAT” means value added tax or any analogous tax in any relevant jurisdiction including but not limited to use, sales and local sales taxes of any kind.
“Vodafone Cash Account” means the E-Money accounts of Subscribers (including Client) which may include one or more of the following sub-accounts:
i) the utility account which records payments made into the Account Number,
ii) the commission account which records movements in Transaction Charges on the commission account, and
iii) the working account (M-Pesa Account) which enables the deposit or withdrawal of E-Money.
“Vodafone Cash Portal” means the website portal through which the Client can facilitate Transactions using the Vodafone Cash Service.
“Vodafone Cash Service” means the electronic money transfer services described in Schedule 1 (Vodafone Cash Services).
“Vodafone Cash System” means the electronic money transfer money software system and software using mobile technology to enable transfers of value between Subscribers.
“Vodafone Group” means:
i) Vodafone Group Plc, Vodafone Cash and any company in which Vodafone Cash Group Plc owns (directly or indirectly) 15% or more of the issued share capital; and
ii) any partner market listed on the investor relations page at www.vodafone.com (and Vodafone Group Company/Vodafone Group Companies has a corresponding meaning).
“VSSL” means Vodafone Sales & Services Limited (incorporated in England and Wales with company registration number 06844137) whose registered office is at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN.
- Other than as agreed between the Parties in writing, ensure that no third party gains access to the Vodafone Cash Service or Vodafone Cash System and Client will only use the Vodafone
- Cash Services and Vodafone Cash System in accordance with this Agreement.
- Comply with: Vodafone Cash’s Subscriber Vodafone Cash terms and conditions and Vodafone Cash’s user guide;which may all be made available to the Client by Vodafone Cash from time to time.
- Implement and maintain appropriate security procedures, as advised by Vodafone Cash, to prevent damage to the Vodafone Cash Service(s), including any security procedures notified by Vodafone Cash to the Client from time to time.
- Implement and comply with any policies of Vodafone Cash from time to time, including those that address fraudulent or unlawful use of the Vodafone Cash Service, security of data, the
- Vodafone Cash System, the Network, and/or any mobile device.
- Provide clear and timely communication, education and support to its Customers when using the Vodafone Cash Service, provide regular updates to Customers on the status of their payments and have effective processes in place to deal with Customer complaints.
- Provide all information and complete all documentation (including in relation to identification, legitimation and billing details) which is required by Vodafone Cash, or an NRA for the purposes of the Vodafone Cash Service.
- Provide Vodafone Cash with quarterly reports on Customer’s queries and complaints on the Vodafone Cash Service.
- If required by Vodafone Cash, place an order for Vodafone Cash Service in the format supplied by Vodafone Cash and Vodafone Cash shall accept, reject or respond to with a request for further information.
- Be solely responsible for: Any mobile phone network and call charges when using the Vodafone Cash Service; and any losses that arise: as a result of the Client’s failure to maintain password security; and prior to notifying Vodafone Cash that its mobile phone or SIM card has been damaged, lost or stolen (if applicable); and following a recipient’s decision not to accept or record a transaction made by the Client; and as a result of the Client’s error or mistake when initiating a Transaction or inputting data using the Vodafone Cash System; and from a transaction request not being completed due to insufficient funds, maximum limits being reached, suspension, outage or other valid reason.
- Provide Vodafone Cash Service to the Client on the terms and conditions of this Agreement.
- Facilitate setting up Client on the Vodafone Cash Portal, including but not limited to providing Client with access to the Vodafone Cash Portal.
- Provide training to the Client staff to enable them to use the Vodafone Cash System.
- Issue E-Money upon confirmation of the value of Cash banked in the Pool Account or the aggregate Transaction limits, as the case may be.
- Use its best endeavors to ensure that the Transactions take place as scheduled by the Client.
- Be responsible for:
i) the provision, operation and maintenance of the Vodafone Cash System and Vodafone Cash Service and
ii) servicing the Vodafone Cash Vodafone Cash distribution network of agents for registration.
- Vodafone Cash shall provide customer care and education to Subscribers and Hubtel will provide customer care and education to its Customers with respect to the Vodafone Cash Service as detailed in this Agreement.
Vodafone Cash shall perform its responsibilities as set out in this Agreement in accordance with the following Service Levels:
Service Level Service Level and Measurement Period:
- Operator Creation – 4 Working Hours
- Certificate Request – 6 Working days
- Password Management – 4 Working Hours
- Reversals – 48 Working Hours
- Voucher Issues – 4 Working Hours
- Bill Payment Issues – 48 Working Hours
- Activate Suspended Account – 4 Working Hours
- Activate Dormant Account – 4 Working Hours
- Lost Cash – 48 Working Hours
- SMS Failures – 48 Working Hours
- Role Modifications – 4 Working Hours
- Statement of Account – 5 Working Days
- Business Deposit – 2 Hours from the time of notification receipt by Bank
- Business Withdrawal – Bank Clearing Process Times Apply
PREVENTION OF MONEY LAUNDERING AND THE FINANCING OF TERRORISM
Prohibition: The movement of money through the Vodafone Cash System which is or forms part of the proceeds of any crime or is intended to facilitate, aid or finance the commission of any crime is expressly prohibited.
Compliance: Client shall ensure that all its staff and officers responsible for the Vodafone Cash Service under this Agreement comply with all Anti-Money Laundering and Counter Terrorist Financing laws, regulations, standards or directives in force from time to time, including any guidelines, policies and procedures to that effect as may be issued by Vodafone Cash.
Monitoring: Vodafone Cash will monitor, report and act accordingly as provided by law and its internal related policies against any suspicious activity in relation to payments made to or from the Vodafone Cash Services to its Money Laundering Reporting Officer (MLRO) who may escalate any suspicious activity to the relevant law enforcement authority.
GENERAL SUPPORT SERVICES
Warranty on quality of Support Services: Hubtel warrants that it will provide Support Services in a conducive and workmanlike manner by using properly qualified personnel.
COMPLIANCE WITH LAWS AND REGULATIONS
Each party shall be responsible for compliance with all Applicable Laws and regulations, including all applicable rules and notices issued by the Bank of Ghana, the National Communications Authority and any other regulatory authority having the authority and jurisdiction to regulate the activities and obligations to be performed by the Parties pursuant to this Agreement. If either party fails to comply with the Applicable Law or regulations it shall indemnify the other party from any damages resulting from the violation.
Obligations: Each Party shall (Mobile Money service providers and Hubtel) shall handle the other Party’s Confidential Information received by it in connection with this Agreement on the following basis:
i) keep it confidential;
ii) use it solely for the purpose of performing its obligations or exercising its rights in respect of this Agreement;
iii) not disclose it to any person save to its own directors, officers, employees or professional advisors (or those of its Group Companies) who need it to perform obligations, exercise rights or conduct audits in connection with this Agreement, or as required by Applicable Law;
iv) ensure that such persons keep it confidential; and
v) return or destroy it on termination of this Agreement save where it is necessary to keep it for regulatory reasons in secure archives.
Exceptions: These provisions do not apply where the Confidential Information received:
i) is or becomes public knowledge without breach of this Agreement;
ii) was already in a Party’s possession free of obligations of confidentiality;
iii) is received from a third party free of obligations of confidentiality;
iv) is independently developed without access to any Confidential Information of the other Party or
v) is disclosed to the other Party through third parties who acquire and transmit such information legitimately.