Merchant Services Agreement.

1.1 “Services” means the payment aggregation and related services provided by Waychit, including:

• acceptance of customer payments through Partner Payment Methods;
• Settlement of transaction proceeds to the Merchant's Settlement Account; and
• access to the Waychit Merchant App, Merchant Dashboard, Waychit Payment API, supported e-commerce platform integrations, and WaychitPOS, where applicable.

1.2 “Partner Payment Methods” means the payment systems supported by Waychit, including, but not limited to, Wave, Afrimoney, QMoney, APS, Ecobank, Visa, Mastercard, and any additional partners added from time to time.

1.3 “App Payment” means a payment a customer makes through the Waychit App, including QR scan and pay at the Merchant's premises or on a WaychitPOS device, whichever Partner Payment Method funds it, including cards.

1.4 “API Payment” means a payment made through the Waychit Payment API or a supported e-commerce platform integration. An API Payment funded by a Visa or Mastercard card is an “API Card Payment”; any other API Payment is an “API Local Payment.”

1.5 “Transaction Fee” means the processing fee charged by Waychit per successfully processed transaction, as set out in Schedule A.

1.6 “Settlement” means the transfer of the proceeds of customer payments, net of applicable fees, to the Merchant's Settlement Account.

1.7 “Settlement Account” means the bank or Wave account the Merchant has set as its default for receiving Settlements. The Merchant may also add other accounts as non-default Settlement Accounts.

1.8 “Payout Amount” means the fixed transaction total, chosen by the Merchant from the options in Schedule A, that triggers a Settlement to a Settlement Account held with a bank other than Ecobank.

1.9 “Pending Balance” means net proceeds due to the Merchant that have been collected through a Partner Payment Method but not yet transferred to the Settlement Account.

1.10 “Erroneous Settlement” means any amount paid to the Merchant in excess of what is due, including duplicate payments, payments resulting from a retried transfer, or payments made in error by Waychit or a banking partner.

1.11 “WaychitPOS” means Waychit's point-of-sale hardware and software solution, which is subject to the subscription fees in Schedule A.

1.12 “API Credentials” means the API keys and any other credentials issued to the Merchant for access to the Waychit Payment API.

2.1 Waychit enables the Merchant to accept customer payments through Partner Payment Methods via:

• the Waychit Merchant App, including QR scan and pay;
• the Waychit Payment API for websites and mobile applications;
• supported third-party e-commerce platform integrations; and
• WaychitPOS devices for in-store transactions.

2.2 Waychit is a payment aggregator and not a wallet. Waychit does not offer stored-value accounts, cash-in, or cash-out services to the Merchant. Waychit does not hold Merchant funds. Any Pending Balance remains with the Partner Payment Method or bank through which it was collected until it is settled to the Merchant's Settlement Account. A Pending Balance is not a deposit with Waychit, does not earn interest, and cannot be used by the Merchant to make payments.

2.3 Waychit does not guarantee the availability of any individual Partner Payment Method, which remains subject to the relevant partner's systems and terms.

3.1 The Merchant registers at merchant.waychit.com. Access to the Services, including API Credentials, is granted only after Waychit has reviewed and approved the Merchant's application.

3.2 Waychit does not currently provide a sandbox or test environment. Every transaction initiated using API Credentials is a live transaction involving real funds. The Merchant is solely responsible for all transactions initiated with its API Credentials, including transactions initiated during development or testing.

3.3 The Merchant may rotate its API Credentials at any time through the Merchant Dashboard and must do so immediately if it suspects that any credential has been exposed or compromised.

4.1 The Merchant shall provide accurate, complete, and up-to-date information, including:

• legal business name and address;
• valid business registration documents; and
• Settlement Account details.

The Merchant shall notify Waychit promptly of any change to this information.

4.2 The Merchant shall comply with all applicable laws and regulations in The Gambia, including those relating to consumer protection, taxation, and anti-fraud measures.

4.3 The Merchant shall use the Services solely for legitimate business transactions and shall not engage in prohibited, fraudulent, or illegal activities.

4.4 The Merchant is responsible for safeguarding all credentials, devices, API Credentials, and access to Waychit systems, and for all activity carried out through them.

4.5 Where the Merchant integrates through the Waychit Payment API or an e-commerce platform integration, the Merchant shall:

• verify the authenticity of every webhook notification using the signature verification method set out in Waychit's API documentation;
• confirm a payment's final status with Waychit before releasing goods or services, and shall not treat a payment as successful on the basis of an HTTP response alone; and
• keep API Credentials on its servers only and never expose them in client-side code, mobile applications, or public repositories.

Waychit is not liable for losses arising from the Merchant's failure to follow clause 4.5.

5.1 Ecobank and Wave Settlement Accounts. Where the default Settlement Account is an Ecobank account or a Wave account, Settlements are processed instantly after each successful transaction, at no charge to the Merchant beyond the Transaction Fee.

5.2 Other banks: fixed-sum payouts. Where the Merchant sets an account held with any other bank as its default Settlement Account:

• the Merchant chooses a Payout Amount from the options in Schedule A;
• net proceeds remain as a Pending Balance until the Merchant's transactions reach the chosen Payout Amount, and the net of that amount is then settled, generally on the next business day (T+1); and
• Waychit absorbs the interbank transfer fees on these Settlements, so the amount the Merchant receives is the Payout Amount less the Transaction Fee only.

5.3 Immediate payouts. A Merchant on fixed-sum payouts may request an immediate payout of its Pending Balance before the Payout Amount is reached. Depending on the total transaction amount being paid out, an additional fee may apply. Any fee will be shown to the Merchant on the immediate payout screen before the request is confirmed.

5.4 Non-default accounts. A Merchant may add an account held with a bank other than Ecobank as a non-default Settlement Account. If a Settlement to the default Ecobank or Wave account fails for a reason that allows Waychit to settle through the non-default account, Waychit will do so. Where the transaction amount being settled is less than D250, a fee of D5 will be deducted from that Settlement.

5.5 Switching to Ecobank or Wave. If a Merchant on fixed-sum payouts sets an Ecobank or Wave account as its default Settlement Account, all of its unsettled transactions will be settled to the new account as a single Settlement, and subsequent Settlements will be processed instantly under clause 5.1.

5.6 Holds. Waychit may delay or temporarily hold Settlements where required for:

• fraud prevention;
• compliance checks; or
• regulatory or partner requirements.

5.7 Erroneous Settlements. If the Merchant receives an Erroneous Settlement, it shall notify Waychit and return the amount promptly on request. Waychit may recover any Erroneous Settlement by deducting it from future Settlements or from the Pending Balance, and will provide the Merchant with the transaction reference and supporting details for any such deduction.

5.8 Reporting. The Merchant will have access to transaction history, settlement reports, and analytics through the Merchant App or Merchant Dashboard. The Merchant shall notify Waychit of any discrepancy it identifies in a Settlement.

6.1 Waychit charges the Transaction Fees set out in Schedule A on the gross value of each successfully processed transaction, unless otherwise agreed in writing.

6.2 Transaction Fees are deducted automatically before Settlement.

6.3 WaychitPOS subscriptions are charged per device per month as set out in Schedule A.

6.4 All fees are exclusive of taxes. The Merchant is responsible for any applicable taxes arising from its business activities.

7.1 Waychit processes transaction and Merchant data to provide, secure, and improve the Services, to prevent fraud, and to meet legal and regulatory obligations.

7.2 The Merchant grants Waychit the right to use aggregated and anonymised transaction data, which does not identify the Merchant or its customers, to develop analytics, insights, and new products and services.

7.3 Waychit will not sell data that identifies the Merchant or its customers to third parties.

8.1 The Merchant represents that:

• it is a legally registered business in The Gambia; and
• it holds all licences required to operate its business.

8.2 Waychit represents that it is authorised to provide the Services and will use reasonable efforts to maintain system availability.

9.1 Waychit shall not be liable for:

• failures or delays caused by third-party payment partners or banks;
• losses arising from the Merchant's negligence, misuse, compromised credentials, or unauthorised access; or
• losses arising from the Merchant's integration, including failure to comply with clause 4.5.

9.2 Waychit's total liability shall not exceed the total Transaction Fees earned from the Merchant in the three (3) months preceding the claim.

10.1 This Agreement remains in effect until terminated.

10.2 Either party may terminate with 30 days' written notice.

10.3 Waychit may suspend or terminate the Services immediately if the Merchant:

• engages in fraudulent, illegal, or prohibited activities; or
• breaches this Agreement or applicable laws.

10.4 On termination, Waychit will settle any remaining Pending Balance to the Settlement Account, less any fees owed, Erroneous Settlements, and amounts held under clause 5.6, which will be released once the relevant review is complete.

12.1 This Agreement, including Schedule A, constitutes the entire agreement between the parties.

12.2 Waychit may update these terms and Schedule A from time to time. Waychit will give the Merchant reasonable prior notice of any change through the Merchant App or by email. Continued use of the Services after the change takes effect constitutes acceptance of the updated terms.

12.3 This Agreement is governed by the laws of The Gambia.