The terms you
agree to when you
use ShieldPay.

Acceptance of this agreement

This End User Licence Agreement (the “Agreement”) is a binding contract between you and ShieldPay Kenya (“ShieldPay”, “we”, “us” or “our”), the provider of the ShieldPay Finance System.

You accept this Agreement when you do any of the following, whichever happens first:

• create a ShieldPay account or accept an invitation to join a business on ShieldPay;
• access or use any part of the Platform, including during a free trial; or
• submit, approve or execute a payment instruction through the Platform.

If you are accepting this Agreement on behalf of a company, partnership, sole proprietorship, sacco, NGO or other entity, you confirm that you have authority to bind that entity, and “you” means both you and that entity. If you do not have that authority, or you do not agree to these terms, you must not use the Platform.

Definitions

In this Agreement:

Eligibility and registration

To use the Platform you must:

• be at least eighteen (18) years old and legally capable of entering into a binding contract;
• be acting for a business, organisation or self-employed trade; the Platform is not offered for personal or household use;
• provide accurate, current and complete registration information, and keep it up to date; and
• not be a person or entity barred from receiving services under the laws of Kenya or under any applicable sanctions regime.

We may ask you to verify your identity, your business registration, your KRA PIN, your ownership of a phone number or bank account, or the source of funds. We may refuse, limit or withdraw access where verification is not completed to our reasonable satisfaction, or where we are required to do so by a Payment Partner, a regulator or applicable law.

You are responsible for everything that happens under your account. One account belongs to one natural person. You must not share your login credentials, and you must not create an account on behalf of someone else without their knowledge and authority.

Grant of licence

Subject to your continued compliance with this Agreement and payment of any applicable fees, ShieldPay grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform for the internal business purposes of the Business or Businesses you are authorised to act for.

The licence lasts only for as long as your account remains active and in good standing. It covers use of the Platform as a hosted service. No copy of the Platform’s software is sold, assigned or otherwise transferred to you, and nothing in this Agreement transfers ownership of any part of the Platform.

Where we make an application programming interface available, your use of it is covered by this same licence and by any additional technical limits, rate limits or documentation we publish.

Licence restrictions

You must not, and must not permit any other person to:

• copy, modify, translate, adapt or create derivative works of the Platform;
• reverse engineer, decompile or disassemble any part of the Platform, or attempt to derive its source code, except to the narrow extent that such a restriction is prohibited by applicable law;
• rent, lease, lend, resell, sublicense, distribute or otherwise commercially exploit the Platform, or provide it as a service bureau to third parties;
• remove, obscure or alter any proprietary notice, brand or attribution;
• access the Platform in order to build a competing or substantially similar product or service, or to benchmark it for publication without our prior written consent;
• use any robot, scraper, crawler or automated means to extract data from the Platform other than through an interface we have made available for that purpose;
• circumvent, disable or interfere with any security, authentication, rate-limiting, approval or audit feature of the Platform;
• probe, scan or test the vulnerability of the Platform or any related network without our prior written permission, or breach any authentication measure; or
• use the Platform in a way that imposes an unreasonable or disproportionate load on our infrastructure or that of a Payment Partner.

If you believe you have found a security vulnerability, please report it privately to support@shieldpayfinance.com rather than disclosing or exploiting it. We will not pursue action against good-faith research that is reported responsibly and that does not access, alter or exfiltrate other customers’ data.

Business accounts and roles

Each Business on the Platform is a separate tenant. Its data is segregated from every other Business, and Members can only see the Businesses they have been granted access to.

Access within a Business is governed by roles. Each role carries a different level of authority:

The Business Owner is responsible for assigning roles appropriately, for removing Members who leave the organisation, and for the actions of every Member they invite. Granting a person an approval or execution role is your authorisation for that person to commit the Business’s funds within the limits you configure.

Separation of duties

The Platform enforces, by design, that the Member who creates a Payment Instruction cannot be the Member who approves it. This is a control we provide for your protection. You must not attempt to defeat it, for example by sharing credentials, by operating multiple accounts for the same natural person, or by creating a nominal second Member who does not genuinely review payments. Doing so is a material breach of this Agreement and voids any claim against us arising from a payment that would otherwise have been caught by that control.

What ShieldPay is not

ShieldPay records what you want paid, to whom, and when; applies the approval controls you have configured; and then transmits the resulting instruction to a licensed Payment Partner. The movement of money is performed by that Payment Partner from your own account or mobile money wallet, under your own agreement with them and under their own regulatory licence.

It follows that:

• your relationship with each Payment Partner is direct, and their terms, limits, cut-off times, charges and dispute procedures apply to every transaction;
• settlement timing, transaction limits and transaction charges are determined by the Payment Partner and not by ShieldPay;
• a Payment Partner may decline, hold, reverse or delay a transaction for its own compliance, risk or operational reasons, and we have no ability to override that decision; and
• we cannot recall funds that a Payment Partner has already delivered to a beneficiary.

Where the Platform displays a status, receipt or reference for a transaction, that information is reported to us by the Payment Partner. We present it faithfully but we do not independently guarantee it. The Payment Partner’s own record is authoritative in the event of a discrepancy.

Payment instructions

When you create a Payment Instruction (directly, from a bill, or from a recurring schedule you have configured), you are instructing ShieldPay to transmit that instruction to a Payment Partner on your behalf once it has been approved and executed in accordance with your Business’s configured controls.

You confirm, each time a Payment Instruction is created or approved under your account, that:

• you are authorised to commit the funds concerned;
• the payment is for a lawful purpose and relates to a genuine obligation of the Business;
• the beneficiary details are correct and belong to the intended recipient; and
• sufficient funds or limits are available in the underlying account or wallet.

Recurring and scheduled payments

Where you configure a recurring schedule, you authorise the creation of Payment Instructions on the recurrence you have chosen until you cancel or pause that schedule. You remain responsible for reviewing scheduled payments, for cancelling schedules that are no longer required, and for ensuring funds are available on each due date. A schedule does not expire automatically merely because your relationship with a supplier has ended.

Mobile money confirmation

Some mobile money payments require you to confirm the transaction on your handset by entering your PIN in response to a prompt. That PIN is entered directly into the mobile money operator’s system. ShieldPay never asks for, receives, stores or transmits your M‑Pesa PIN, your card PIN or your bank password. Anyone requesting these while claiming to represent ShieldPay is attempting fraud, and should be reported to us immediately.

Approval, execution and irrevocability

A Payment Instruction moves through defined states: draft, pending approval, approved, executing, and then completed, failed, rejected or cancelled. Each transition is recorded in an audit trail together with the Member who caused it and the time at which it occurred.

You may cancel a Payment Instruction at any time before it has been transmitted to a Payment Partner. Once transmitted, the instruction leaves our control.

Accuracy of payment details

You are solely responsible for the accuracy of every beneficiary detail you enter or import: paybill numbers, till numbers, account numbers, phone numbers, bank codes, names, amounts and currencies.

Payments in Kenya are generally routed on the account, till, paybill or phone number rather than on the beneficiary name. A payment sent to a valid but incorrect destination will normally complete successfully and cannot be reversed. Verification features in the Platform, including supplier verification, name look-ups and duplicate detection, are provided to help you reduce error. They are aids, not guarantees, and they do not shift responsibility for accuracy to us.

Before approving a payment, and especially before the first payment to a new supplier or after any change to a supplier’s details, you should independently confirm the beneficiary details through a channel you trust. Requests to change a supplier’s bank or mobile money details are a common vector for invoice-redirection fraud.

Failed, delayed and reversed payments

A payment may fail or be delayed for reasons including insufficient balance, exceeded transaction or wallet limits, an inactive or barred beneficiary, an incorrect account number, a declined confirmation, network or operator downtime, scheduled maintenance, or a compliance hold applied by a Payment Partner.

Where a payment fails, the Platform records the reason reported to us and makes the instruction available for retry. Automated retries, where configured, are designed to be idempotent so that a single instruction is not paid twice. If you nonetheless believe a payment has been duplicated, contact us immediately with the transaction references so we can investigate with the relevant Payment Partner.

You remain responsible for the underlying obligation to your supplier, biller or employee. A failed or delayed payment on the Platform does not discharge that obligation, and we are not responsible for penalties, interest, disconnection, loss of discount or loss of goodwill arising from a payment that did not complete on time.

Trial, subscription and fees

Free trial

New Businesses may be offered a free trial. At the end of the trial the Platform reverts to a paid Subscription unless you have selected a plan. We may change or withdraw trial offers at any time, and we may limit trials to one per Business or per group of related Businesses.

Subscription fees

Subscription fees, billing frequency and plan inclusions are those published on our pricing page or set out in a written order between us. Fees are quoted in Kenya Shillings and are stated exclusive of Value Added Tax and any other applicable levy unless we say otherwise. Subscription fees are payable in advance and, except where required by law, are non-refundable for the period already begun.

Transaction charges

Charges applied by a Payment Partner for the movement of funds are separate from your Subscription. They are levied by that partner under your agreement with them, and we do not receive them. Where the Platform displays an estimated transaction charge, it is an estimate based on published tariffs and may differ from the amount actually applied.

Non-payment

If a Subscription payment is not received when due, we may suspend access after giving reasonable notice. Suspension does not delete your Content. We will retain it for the period described in section 20 so that you can settle the balance or export your records.

Changes to fees

We may change our fees on not less than thirty (30) days’ notice sent to the email address on your account. If you do not accept a change, you may cancel your Subscription before the change takes effect; continuing to use the Platform after that date constitutes acceptance.

Tax compliance and eTIMS

The Platform can generate records, exports and electronic invoices intended to support your tax compliance, including submission to the Kenya Revenue Authority through the Electronic Tax Invoice Management System where you have configured that integration.

These features are a convenience. You remain solely responsible for your own tax affairs, including the accuracy and completeness of every declaration, the correct treatment of Value Added Tax and withholding tax, the retention of records for the statutory period, and the timeliness of every filing and payment. ShieldPay does not provide tax, accounting or legal advice, and nothing on the Platform should be treated as such advice.

Where a submission to the Kenya Revenue Authority fails or is rejected, the Platform will surface the failure and may retry it. You should monitor those outcomes. We are not responsible for penalties, interest or assessments arising from a submission that was inaccurate, incomplete, rejected or not made.

Third-party services

The Platform connects to services operated by third parties, including Payment Partners, the Kenya Revenue Authority, accounting software such as QuickBooks Online and Zoho Books, email and messaging providers, and hosting and infrastructure providers.

When you connect such a service you authorise ShieldPay to exchange data with it on your behalf for the purpose of the integration. Those services are governed by their own terms and privacy notices, which you should read. We do not control them, we are not responsible for their availability, accuracy or security, and we do not endorse them. If a third-party service changes or withdraws its interface, the corresponding feature on the Platform may change or cease to work.

You may disconnect an integration at any time from the integrations area of the Platform. Disconnecting stops future synchronisation; it does not by itself delete data already exchanged.

Your security obligations

Because the Platform can move money, account security is a shared responsibility. You must:

• choose a strong, unique password and never reuse it on another service;
• enable and maintain two-factor authentication, which is mandatory for anyone holding an owner, admin, finance manager or approver role, and the Platform will require it before such a Member can continue;
• keep your credentials, authenticator device and recovery codes confidential, and never share them with anyone, including anyone claiming to be ShieldPay support;
• promptly remove Members who leave your organisation or change role, and review your member list regularly;
• review the audit trail and payment notifications, and reconcile against your bank and mobile money statements; and
• notify us without delay at support@shieldpayfinance.com if you suspect any unauthorised access, unauthorised payment, or compromise of a device or credential.

We are not liable for losses arising from your failure to meet these obligations, including losses caused by shared or compromised credentials, by disabling a control we provide, or by delay in reporting a suspected compromise.

Acceptable use

You must use the Platform lawfully. You must not use it to:

• launder money, finance terrorism, evade sanctions, or conceal the origin or destination of funds;
• make or facilitate a payment that is fraudulent, corrupt, extortionate or otherwise unlawful, including any payment intended as a bribe or inducement;
• evade tax, falsify records, or produce a document intended to mislead a regulator, auditor, lender or tax authority;
• process payments for a business you do not genuinely operate, or on behalf of an undisclosed third party;
• impersonate any person, or misrepresent your affiliation with any person or entity;
• upload malware, or any content that is unlawful, defamatory, obscene or infringing;
• infringe the rights of any person, including intellectual property and data protection rights; or
• attempt anything prohibited by section 5.

We operate the Platform in a regulated environment. We may be required to monitor for, record, block or report suspicious activity, and to disclose information to a Payment Partner, the Financial Reporting Centre, the Office of the Data Protection Commissioner, the Kenya Revenue Authority, a court or a law enforcement agency. We may do so without notifying you where the law prevents us from doing so.

Intellectual property

The Platform, including its software, source code, interfaces, design, text, graphics, the ShieldPay name and logo, and all related intellectual property rights, are and remain the exclusive property of ShieldPay and its licensors. This Agreement grants you a licence to use the Platform. It grants you no ownership and no rights beyond those expressly stated.

Your Content

You retain all rights in your Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, reproduce and display your Content strictly to the extent necessary to operate, secure, support and improve the Platform for you, and to comply with our legal obligations. That licence ends when your Content is deleted, subject to the retention periods described in section 20 and in our Privacy Policy.

Feedback

If you send us suggestions, feature requests or other feedback, we may use them without restriction, without obligation to you and without compensation. You are not required to send us feedback.

Aggregated and anonymised data

We may create aggregated, de-identified statistics from Platform usage (for example, average payment volumes across all customers) and use them to operate and improve the Platform and to describe it publicly. Such statistics will never identify you, your Business, your Members or your suppliers.

Your data and privacy

Our handling of personal data is described in the ShieldPay Privacy Policy, which forms part of this Agreement. Please read it.

In respect of personal data about your own Members, suppliers, employees and customers that you place on the Platform, you are the data controller and ShieldPay acts as your data processor under the Data Protection Act, 2019. You are responsible for ensuring that you have a lawful basis for placing that data on the Platform, and for providing any notice or obtaining any consent that the law requires of you.

Integration credentials you supply to us are encrypted at rest. Payment card and mobile money PINs are never collected by the Platform.

Availability and support

We work to keep the Platform available and performant, but we do not guarantee uninterrupted availability. Access may be interrupted by planned maintenance, emergency maintenance, a fault in our systems, or a failure or degradation at a Payment Partner, hosting provider, mobile network or internet service provider. Where practicable we will give advance notice of planned maintenance.

Support is provided by email at support@shieldpayfinance.com and by WhatsApp on 0705 959 986 during our published business hours. Unless we have separately agreed a written service level agreement with you, support is provided on a reasonable-endeavours basis and no response or resolution time is guaranteed.

We may modify, add to or discontinue features of the Platform. Where a change materially reduces core functionality you rely on, we will give reasonable prior notice by email or in-product.

Suspension and termination

By you

You may stop using the Platform at any time and may cancel your Subscription from your account settings or by contacting us. Cancellation takes effect at the end of the period already paid for. Before you leave, you should export any records you need, including payment history, audit trails and tax reports.

By us

We may suspend or terminate your access, in whole or in part, where:

• you materially breach this Agreement and, where the breach can be remedied, do not remedy it within fourteen (14) days of written notice;
• Subscription fees remain unpaid after reasonable notice;
• we reasonably suspect fraud, money laundering, sanctions exposure or other unlawful use;
• continued provision would place us in breach of law, of a regulator’s direction, or of an obligation to a Payment Partner; or
• we cease to offer the Platform, in which case we will give at least sixty (60) days’ notice.

Where the reason is a suspected serious risk (fraud, unauthorised access or unlawful use), suspension may be immediate and without prior notice. We will tell you as soon as we lawfully can.

What happens on termination

Your licence ends immediately. Payment Instructions not yet transmitted are cancelled; instructions already transmitted will complete or fail in the ordinary course and are not affected. You will retain the ability to export your Content for thirty (30) days after termination unless we are legally prevented from allowing this. After that period we will delete or anonymise your Content, except records we are required to retain by law, including transaction and anti-money-laundering records, for the periods described in our Privacy Policy.

Sections 17 (intellectual property), 21 to 23 (warranties, liability and indemnity), 25 (governing law) and 26 (general provisions) survive termination, together with any other provision which by its nature should survive.

Disclaimer of warranties

To the fullest extent permitted by law, and except as expressly stated in this Agreement, the Platform is provided “as is” and “as available”, and we disclaim all warranties, conditions and representations of any kind, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy and non-infringement.

In particular, we do not warrant that:

• the Platform will be uninterrupted, timely, secure or error-free;
• any payment will be executed, settled or delivered by a Payment Partner within a particular time or at all;
• any figure, status, receipt, balance or report is free of error, including where it derives from data reported to us by a third party; or
• the Platform will meet a specific regulatory, accounting or tax requirement applicable to your business.

Nothing in this Agreement excludes or limits any right you have under the Consumer Protection Act, 2012 or any other law that cannot lawfully be excluded.

Limitation of liability

Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for our fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under Kenyan law.

Subject to that, and to the fullest extent permitted by law:

1. We are not liable for any indirect, incidental, special, punitive or consequential loss; nor for loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation; nor for loss or corruption of data, in each case however caused and whether or not foreseeable.
2. We are not liable for any loss arising from: a payment sent to a beneficiary whose details you supplied incorrectly; a payment you or your Members authorised; the act, omission, insolvency, downtime, decision, charge or delay of any Payment Partner, bank, mobile network or third-party service; your failure to maintain sufficient funds; or your failure to meet the security obligations in section 15.
3. Our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total Subscription fees you actually paid to ShieldPay in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) Kenya Shillings fifty thousand (KES 50,000).

You acknowledge that these limits are a reasonable allocation of risk given the fees charged, and that we would not be able to provide the Platform at those fees without them. Each provision of this section operates separately; if any is held unenforceable, the others continue to apply.

Any claim arising out of or in connection with this Agreement must be brought within twelve (12) months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Indemnity

You will indemnify and hold harmless ShieldPay, its directors, employees and agents against all claims, demands, proceedings, losses, damages, fines, penalties, costs and reasonable legal fees arising out of or in connection with:

• your use of the Platform in breach of this Agreement or of any applicable law;
• any Payment Instruction created, approved or executed under your account or by your Members;
• your Content, including any claim that it infringes a third party’s rights or was processed without a lawful basis; or
• any claim brought by a supplier, employee, customer, tax authority or regulator in relation to your business, your records or your tax affairs.

We will notify you promptly of any claim to which this indemnity applies, and will not settle it without your consent, which you will not unreasonably withhold.

Changes to this agreement

We may amend this Agreement from time to time, for example to reflect a change in the Platform, in a Payment Partner arrangement, or in the law. The current version is always published at this address, with the effective date and version number shown at the top of the page.

Where a change is material (in particular a change to fees, to liability, or to the way payments are handled), we will give at least thirty (30) days’ notice by email to the address on your account or by a prominent notice in the Platform. Continuing to use the Platform after the effective date constitutes acceptance. If you do not accept a change, your remedy is to stop using the Platform and cancel your Subscription before that date.

Changes required by law or by a regulator, and changes needed to address a security risk, may take effect immediately.

Governing law and disputes

This Agreement, and any dispute or claim arising out of or in connection with it, including any non-contractual dispute, is governed by the laws of the Republic of Kenya.

If a dispute arises, we ask you to contact us first at support@shieldpayfinance.com so we can try to resolve it informally. Most issues are resolved this way.

If a dispute is not resolved within thirty (30) days of written notice, it will be referred to a single arbitrator appointed by agreement between the parties or, failing agreement within fourteen (14) days, by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch). The arbitration will be conducted in Nairobi, in the English language, under the Arbitration Act, 1995. The arbitrator’s award is final and binding.

Nothing in this section prevents either party from applying to the courts of Kenya for urgent interim or injunctive relief, and the courts of Kenya have exclusive jurisdiction over any matter not subject to arbitration.

General provisions

Entire agreement

This Agreement, together with the Privacy Policy and any written order or service level agreement between us, is the entire agreement between you and ShieldPay regarding the Platform, and replaces all prior discussions and representations. Nothing in this clause limits liability for fraudulent misrepresentation.

Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be. The remaining provisions continue in full force.

No waiver

A failure or delay in enforcing any provision is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.

Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign it to an affiliate, or in connection with a merger, acquisition or sale of assets, on notice to you.

Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including act of God, fire, flood, epidemic, war, civil unrest, industrial action, failure of a public telecommunications or power network, act of government or regulator, or the failure or withdrawal of a Payment Partner’s service.

No partnership

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Third parties

A person who is not a party to this Agreement has no right to enforce any of its terms.

Notices

We may give notice by email to the address on your account, or by a notice in the Platform. You may give notice to us at support@shieldpayfinance.com. Notice is treated as received on the next business day after it is sent.

Language

This Agreement is made in English. Any translation is provided for convenience only, and the English version prevails.

How to contact us

If anything in this Agreement is unclear, or you need help before you agree to it, please get in touch. We would rather answer a question early than resolve a dispute later.

Entity

ShieldPay Kenya

Email

support@shieldpayfinance.com

WhatsApp / Phone

0705 959 986

Jurisdiction

Nairobi, Republic of Kenya