1. Introduction

Welcome to ZENGAPAY.COM, a digital payment gateway and payment services platform operated by ZENGAPAY LIMITED (“ZENGAPAY,” “we,” “us,” or “our”).

These Terms of Use (“Terms”) govern your access to and use of the ZENGAPAY website, merchant portal, APIs, payment processing services, payout services, integrations, software, applications, and related services (collectively, the “Services”).

By registering for an account, accessing our website, integrating our APIs, processing transactions through ZENGAPAY, or otherwise using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Definitions

For purposes of these Terms:

• “Account” means a ZENGAPAY account registered by a Merchant or User.
• “Customer” means an individual or entity making a payment to a Merchant through ZENGAPAY.
• “Merchant” means an individual, company, organization, platform, website, application, or other entity approved to use ZENGAPAY Services to receive or make payments.
• “Transaction” means any payment, collection, transfer, payout, refund, reversal, or other financial transaction processed through ZENGAPAY.
• “Merchant Website” means any website, application, platform, service, or digital property operated by or on behalf of a Merchant.
• “API” means the application programming interfaces and associated technical services provided by ZENGAPAY.
• “Funds” means money received, held, processed, or transferred through the Services.
• “Prohibited Activities” means activities prohibited under these Terms, applicable law, regulatory requirements, or ZENGAPAY's risk and compliance policies.

3. Eligibility

To use ZENGAPAY Services, you must:

1. Be legally capable of entering into a binding agreement;
2. Provide accurate, complete, and current information during registration and verification;
3. Have the legal authority to operate the business or service for which the account is registered;
4. Comply with all applicable laws, regulations, licenses, permits, and regulatory requirements;
5. Complete any identity, business, ownership, source-of-funds, or other verification procedures required by ZENGAPAY; and
6. Maintain accurate information throughout your relationship with ZENGAPAY.

Where an account is registered on behalf of a company or organization, the individual creating the account represents that they are authorized to act on behalf of that entity.

ZENGAPAY may refuse registration or restrict access to the Services where eligibility, ownership, identity, business activity, or compliance requirements cannot be satisfactorily established.

4. Merchant Registration and KYC/KYB

Merchants may be required to provide information and documentation including, but not limited to:

• Full legal name or registered business name;
• Certificate of incorporation or registration;
• Trading or business licenses;
• Tax identification information;
• Physical and registered business addresses;
• Names and identification documents of directors, beneficial owners, and authorized representatives;
• Nature and description of the business;
• Website, application, social-media pages, or other customer-facing channels;
• Intended use of ZENGAPAY Services;
• Expected transaction volumes and values;
• Source and purpose of funds;
• Bank, mobile-money, or settlement account information; and
• Any other information reasonably required for compliance, risk management, fraud prevention, or regulatory purposes.

ZENGAPAY may conduct ongoing verification and monitoring after account approval.

Providing false, misleading, incomplete, forged, or materially inaccurate information may result in account restriction, suspension, termination, withholding or review of transactions, and/or reporting to relevant authorities where required or appropriate.

5. Acceptable Use

You agree to use ZENGAPAY only for lawful and legitimate business or personal purposes approved during onboarding.

A Merchant must ensure that:

1. Its actual business activities correspond to the activities disclosed to ZENGAPAY;
2. ZENGAPAY is used only for the products and services approved during onboarding;
3. Customers receive the products or services represented at the time of payment;
4. Transaction descriptions are accurate and not misleading;
5. The Merchant does not misrepresent its relationship with ZENGAPAY;
6. The Merchant maintains appropriate records of transactions and customers;
7. The Merchant complies with applicable consumer-protection, tax, privacy, AML/CFT, and other legal obligations; and
8. The Merchant promptly informs ZENGAPAY of any material change to its business, ownership, control, products, services, websites, or intended use of the Services.

ZENGAPAY may require a Merchant to obtain prior approval before using the Services for a materially different business model, website, application, product, service, or transaction type.

6. Prohibited Activities

You must not use ZENGAPAY Services to facilitate, promote, receive, transmit, or settle funds relating to illegal, fraudulent, deceptive, abusive, or unauthorized activities.

6.1 Fraud and scams

You must not use ZENGAPAY to operate, promote, finance, or facilitate:

• Ponzi schemes;
• Pyramid schemes;
• Investment scams;
• Fake investment platforms;
• Fake trading platforms;
• Fake cryptocurrency or digital-asset investment schemes;
• Phishing operations;
• Fake financial services;
• Advance-fee fraud;
• Fake loan schemes;
• Fake employment or recruitment schemes;
• Impersonation schemes;
• Deceptive online businesses; or
• Any other fraudulent or deceptive scheme.

6.2 Unauthorized or misleading use

You must not:

• Impersonate another person or business;
• Use another person's identity or credentials without authorization;
• Misrepresent your ownership or control of a website or business;
• Process transactions on behalf of undisclosed third parties without authorization;
• Use ZENGAPAY as an undisclosed payment intermediary for another business;
• Process payments for websites or applications not disclosed during onboarding where approval is required; or
• Attempt to circumvent ZENGAPAY's merchant onboarding or risk controls.

6.3 Illegal goods and services

You must not use ZENGAPAY for goods, services, or activities that are unlawful or require a license or authorization that you do not possess.

6.4 Money laundering and financial crime

You must not use ZENGAPAY to:

• Launder money;
• Conceal the origin or destination of funds;
• Facilitate terrorist financing;
• Facilitate sanctions evasion;
• Structure transactions to evade monitoring or reporting;
• Use third-party accounts to conceal beneficial ownership; or
• Conduct transactions intended to disguise the true nature or purpose of funds.

6.5 Circumvention

Attempts to bypass transaction limits, monitoring systems, KYC/KYB requirements, account restrictions, fraud controls, or other security measures are prohibited.

7. Merchant Websites and Third-Party Platforms

A Merchant is responsible for all websites, applications, platforms, social-media pages, or other channels through which ZENGAPAY Services are used.

A Merchant must not allow another person or entity to use its ZENGAPAY account to process transactions unless such use has been expressly disclosed to and approved by ZENGAPAY.

If you operate a payment platform, marketplace, white-label solution, reseller service, or similar business that enables third parties to process payments through your integration, you must disclose this business model to ZENGAPAY and obtain any required approval.

The Merchant remains responsible for ensuring that its customers, sub-merchants, clients, agents, partners, and other third parties do not misuse ZENGAPAY Services.

8. Transaction Processing

ZENGAPAY may process payment and payout transactions through available payment networks, telecommunications providers, banks, mobile-money operators, card networks, or other third-party service providers.

Transactions may be delayed, declined, reversed, cancelled, or otherwise affected by:

• Network failures;
• Telecommunications outages;
• Banking-system interruptions;
• Mobile-money service interruptions;
• Incorrect recipient information;
• Fraud or security controls;
• Regulatory requirements;
• Technical errors;
• Insufficient funds;
• Transaction limits; or
• Other circumstances outside ZENGAPAY's reasonable control.

A transaction displayed as successful, pending, failed, reversed, or completed may be subject to subsequent reconciliation or adjustment where the underlying payment network provides a different final status.

9. Payouts and Withdrawals

Merchant payouts are subject to ZENGAPAY's applicable limits, verification requirements, risk controls, transaction history, available balance, and applicable fees.

ZENGAPAY may delay, review, restrict, or decline a payout where:

• The transaction is subject to investigation;
• There is a suspected fraud or scam;
• The account presents an elevated risk;
• The source or destination of funds is unclear;
• Required KYC/KYB information is incomplete;
• The Merchant has breached these Terms;
• The payout may violate applicable law or regulatory requirements; or
• A payment network, bank, mobile-money operator, or other provider prevents or delays the transaction.

Where a transaction has been incorrectly marked as failed, reversed, or otherwise incorrectly credited or debited, ZENGAPAY may make appropriate accounting adjustments following reconciliation.

10. Fees and Charges

ZENGAPAY may charge transaction fees, payout fees, account fees, integration fees, or other applicable charges.

Applicable fees may be communicated through the Merchant Dashboard, pricing information, commercial agreements, invoices, or other official ZENGAPAY communications.

You authorize ZENGAPAY to deduct applicable fees and other amounts legitimately owed from your available balance where permitted.

ZENGAPAY reserves the right to change its fees upon reasonable notice, subject to applicable agreements and law.

11. Account Security

You are responsible for maintaining the confidentiality and security of:

• Your username;
• Password;
• API credentials;
• API keys;
• Access tokens;
• OTPs;
• Secret keys;
• Webhook credentials; and
• Other account authentication information.

You must not share your credentials with unauthorized persons.

You must immediately notify ZENGAPAY if you suspect unauthorized access, credential compromise, fraudulent transactions, unauthorized API activity, loss or theft of authentication credentials, or any other security incident affecting your account.

ZENGAPAY will not be responsible for losses arising from your failure to adequately protect your account credentials, except to the extent required by applicable law.

12. API and Integration Use

Merchants integrating with ZENGAPAY APIs must:

1. Follow the applicable API documentation;
2. Keep API credentials confidential;
3. Use credentials only for authorized applications and environments;
4. Implement appropriate authentication and security controls;
5. Avoid excessive or abusive API requests;
6. Not reverse engineer, modify, or attempt to compromise ZENGAPAY systems;
7. Not use the API to facilitate prohibited activities; and
8. Promptly address security vulnerabilities affecting their integration.

ZENGAPAY may suspend API access where an integration presents a security, operational, fraud, or compliance risk.

13. Monitoring and Compliance Reviews

ZENGAPAY reserves the right to monitor transactions, account activity, websites, applications, payment descriptions, transaction patterns, and other relevant information for purposes including:

• Fraud prevention;
• Scam detection;
• Money-laundering prevention;
• Compliance with applicable laws and regulations;
• Risk management;
• Network security;
• Consumer protection; and
• Enforcement of these Terms.

ZENGAPAY may request additional information or documentation at any time where reasonably necessary.

A Merchant must respond to compliance or verification requests within the timeframe specified by ZENGAPAY.

Failure to provide requested information may result in restrictions or suspension of the account.

14. Account Suspension and Termination

ZENGAPAY may suspend, restrict, disable, or terminate an account where it reasonably believes that:

• These Terms have been breached;
• The account is being used for fraud or scams;
• The Merchant has provided false or misleading information;
• The Merchant's activities differ materially from its approved business activity;
• The account presents an unacceptable compliance, fraud, financial, legal, or reputational risk;
• Required KYC/KYB information has not been provided;
• Transactions are subject to investigation;
• The account is being used by an unauthorized third party;
• The Merchant has received significant customer complaints or disputes;
• Continued processing may expose ZENGAPAY, customers, payment partners, or other parties to risk;
• The Merchant is subject to a legal, regulatory, law-enforcement, or payment-network requirement; or
• Suspension is otherwise reasonably necessary to protect ZENGAPAY, its users, or the integrity of the payment system.

Where permitted by law and appropriate in the circumstances, ZENGAPAY may provide notice of the reason for a restriction.

ZENGAPAY is not required to disclose information where doing so could compromise an investigation, fraud-prevention measure, security control, legal obligation, or regulatory requirement.

15. Funds Subject to Review

Where an account or transaction is under review, ZENGAPAY may temporarily restrict access to some or all funds associated with the account to the extent reasonably necessary to:

• Investigate suspected fraud or prohibited activity;
• Complete transaction reconciliation;
• Resolve disputes or reversals;
• Comply with legal or regulatory requirements;
• Respond to payment-network requirements; or
• Protect customers and other users.

Any release or settlement of funds remains subject to applicable law, contractual obligations, investigation results, chargebacks, reversals, disputes, and other legitimate claims.

16. Chargebacks, Refunds and Disputes

Merchants are responsible for resolving customer disputes relating to their products or services.

Where applicable, Merchants must:

• Maintain adequate transaction and fulfillment records;
• Process legitimate refunds promptly;
• Respond to customer complaints;
• Cooperate with chargeback and dispute investigations; and
• Provide supporting documentation when requested.

ZENGAPAY may debit a Merchant's account for legitimate reversals, refunds, chargebacks, disputes, network fees, or other amounts properly attributable to the Merchant.

17. Customer Protection

Merchants are responsible for accurately describing their products and services and fulfilling orders or obligations to their customers.

A Merchant must not use misleading claims, fake reviews, fabricated returns, deceptive advertising, or other practices intended to induce customers to make payments under false pretenses.

ZENGAPAY may take action against merchants whose activities generate significant fraud, consumer complaints, disputes, or other indicators of customer harm.

18. Intellectual Property

All intellectual property rights in ZENGAPAY's website, software, APIs, documentation, trademarks, logos, designs, systems, and related materials belong to ZENGAPAY or its licensors.

Except as expressly permitted, you may not copy, modify, reproduce, distribute, sell, lease, reverse engineer, decompile, create derivative works from, or exploit any part of the ZENGAPAY platform or intellectual property.

Nothing in these Terms transfers ownership of ZENGAPAY intellectual property to you.

19. Privacy and Data Protection

Your use of ZENGAPAY Services may involve the collection and processing of personal information.

You agree that ZENGAPAY may collect, use, store, process, and disclose information as reasonably necessary to:

• Provide the Services;
• Verify identity and business information;
• Process transactions;
• Prevent fraud;
• Conduct compliance monitoring;
• Meet legal and regulatory obligations;
• Resolve disputes;
• Maintain security; and
• Improve the Services.

Users and Merchants must not submit personal information to ZENGAPAY unless they have a lawful basis or appropriate authorization to do so.

Additional information regarding the handling of personal data should be set out in ZENGAPAY's Privacy Policy.

20. Third-Party Services

ZENGAPAY may rely on third-party providers, including banks, mobile-money operators, telecommunications companies, payment networks, technology providers, identity-verification providers, fraud-monitoring services, hosting providers, and other service providers.

Third-party services may have their own terms, limitations, availability requirements, and privacy policies.

ZENGAPAY is not responsible for failures caused solely by third-party systems outside its reasonable control, subject to applicable law.

21. Availability of Services

ZENGAPAY seeks to maintain reliable and secure Services but does not guarantee uninterrupted availability.

Services may occasionally be unavailable because of maintenance, upgrades, technical failures, cybersecurity incidents, telecommunications failures, payment-network interruptions, third-party provider failures, power outages, regulatory requirements, or other circumstances beyond ZENGAPAY's reasonable control.

22. Disclaimer

To the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis.

ZENGAPAY does not guarantee that the Services will always be available, every transaction will be successfully completed, payment networks will always operate without interruption, transactions will never be delayed or reversed, or the Services will be suitable for every particular business purpose.

Nothing in these Terms excludes rights or protections that cannot lawfully be excluded.

23. Limitation of Liability

To the maximum extent permitted by applicable law, ZENGAPAY shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses arising from your use of the Services, including loss of profits, business opportunities, goodwill, or anticipated revenue.

ZENGAPAY's liability, where legally applicable, shall be limited to the extent permitted by applicable law and any applicable written commercial agreement between ZENGAPAY and the Merchant.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

24. Merchant Indemnification

You agree to indemnify and hold harmless ZENGAPAY, its directors, officers, employees, agents, contractors, and service providers from claims, losses, liabilities, damages, costs, and expenses arising from:

• Your breach of these Terms;
• Your violation of applicable law;
• Fraudulent or unauthorized activities conducted through your account;
• Your products or services;
• Your failure to fulfill obligations to your customers;
• Your misuse of ZENGAPAY Services;
• Your violation of third-party rights; or
• Claims arising from your website, application, platform, or business operations.

25. Changes to These Terms

ZENGAPAY may amend these Terms from time to time.

Updated Terms may be published on the ZENGAPAY website or communicated through the Merchant Dashboard, email, or other appropriate channels.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.

Where changes materially affect your rights or obligations, ZENGAPAY will provide notice where required by applicable law.

26. Governing Law and Dispute Resolution

These Terms shall be governed by the applicable laws of the Republic of Uganda, unless otherwise provided in a separate written agreement between ZENGAPAY and the relevant Merchant or User.

The parties shall first attempt to resolve disputes through good-faith negotiations.

Where a dispute cannot be resolved amicably, it may be referred to the appropriate courts or other dispute-resolution mechanism having jurisdiction under applicable Ugandan law.

27. Notices and Communications

ZENGAPAY may communicate with Users and Merchants through registered email addresses, Merchant Dashboard notifications, SMS, website notices, API or system notifications, or other contact information provided during registration.

You are responsible for ensuring that your contact information remains accurate and accessible.

28. Assignment

You may not transfer, assign, sell, or otherwise transfer your ZENGAPAY account or rights under these Terms without ZENGAPAY's prior written approval.

ZENGAPAY may assign or transfer its rights and obligations under these Terms where permitted by applicable law.

29. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified or removed to the minimum extent necessary, while the remaining provisions shall continue in full force and effect.

30. Entire Agreement

These Terms, together with any applicable Merchant Agreement, Privacy Policy, fee schedule, API documentation, risk and compliance requirements, and other policies expressly incorporated by reference, constitute the agreement governing your use of the Services.

Where there is a conflict between these Terms and a separately executed written agreement, the separately executed agreement shall prevail to the extent of the conflict.

31. Contact Us

For questions regarding these Terms, account compliance, transactions, or ZENGAPAY Services, please contact ZENGAPAY through the official contact channels published on ZENGAPAY.COM.

32. Acceptance

By registering for, accessing, integrating with, or using ZENGAPAY Services, you confirm that:

• You have read and understood these Terms;
• You agree to comply with these Terms;
• The information provided to ZENGAPAY is accurate and complete;
• You will use ZENGAPAY only for lawful and authorized purposes; and
• You understand that ZENGAPAY may monitor, restrict, suspend, or terminate access where reasonably necessary for security, fraud prevention, compliance, regulatory, or other legitimate purposes.