Terms & Conditions

About FARAJA

EDOMx has rolled out FARAJA to the general public in Kenya. The Merchant desires to participate in FARAJA by offering EDOMx a Discount and accepting Transactions in the manner provided herein.

Agreement Scope

This Agreement contains the complete terms and conditions that apply to Merchant's participation in FARAJA and supersedes all other agreements entered into between EDOMx and the Merchant.

Registration & Verification

You may register for FARAJA by signing this Agreement. EDOMx reserves the right to verify the authenticity and status of the information provided by You and to request further information at any time.

Separate Relationship

You acknowledge that your registration and use of FARAJA creates a separate and distinct contractual relationship from your relationship with Safaricom relating to your Business Account or other Safaricom products.

Transaction Currency

All Transactions shall be made in Kenya Shillings.

Discount Structure

The Merchant shall offer the Discount to EDOMx for all Transactions, which Discount shall be earned on a real-time basis for each Transaction.

Real-Time Settlement

Upon approval of a request from the Customer, the Merchant shall be settled on a real-time basis, by way of payment of the Settlement Amount into the Merchant's Business Account.

Settlement Confirmation

The Merchant shall be responsible for confirmation of the Settlement Amount received from EDOMx per Transaction. No disputes shall be raised after the Transaction has been completed and receipt issued to the Customer, save for disputes related to reversals.

M-PESA System Liability

EDOMx's responsibility to pay any Settlement Amount shall be discharged upon release of funds to the Business Account. EDOMx shall not be liable for non-receipt of funds which results from delays or errors by the M-PESA system.

Prohibited Actions

You shall not impose any surcharge, special charge, or take any security from the Customer(s) in relation to a Transaction.

Warranties & Representations

You shall not make any warranty or representation whatsoever in relation to FARAJA which may bind EDOMx or render EDOMx liable in any way.

Business Account Maintenance

You shall maintain at all times the Business Account and inform EDOMx of any change in the particulars, including change of account number, name, and/or suspension/termination.

Compliance Requirements

You shall comply with all terms and conditions imposed by Safaricom for the use and operation of the Business Account and all security/encryption standards imposed by EDOMx.

Prohibited Products

Merchant Products shall not contain articles which are prohibited or restricted under any and all Applicable Laws.

Data Protection Compliance

Adhere to the Data Protection Act No. 24 of 2019 relating to the use and processing of personal information.

Reversal Situations

Reversals apply where: (i) a payment is made to the Merchant in error, (ii) multiple or excess payments have been effected, or (iii) a Customer requests reversal of a Transaction for any reason.

Reversal Process

The Parties shall adhere to EDOMx's reversal processes as published on the EDOMx website from time to time. The Merchant agrees to familiarise itself with the aforesaid terms and conditions.

Suspension During Disputes

Where a dispute in relation to a reversal arises, EDOMx may suspend FARAJA to facilitate an amicable resolution of the dispute, without prejudice to EDOMx's other rights and remedies.

Dispute Resolution Process

The Parties shall use their best efforts to amicably settle any dispute through good faith negotiations within thirty (30) days. If unresolved, the matter shall be finally resolved by a court of competent jurisdiction in Kenya.

No Warranties

EDOMx makes no representations or warranties of any kind, express, implied, or statutory in connection with this agreement and disclaims all warranties of merchantability and fitness for a particular purpose.

Limitation of Liability

EDOMx shall not be liable to the merchant for any loss or damage including any loss of profit, consequential, special, punitive, exemplary or incidental damages even if advised of the possibility of such damages.

Exclusive Remedy

The sole and exclusive liability of EDOMx shall be general money damages not to exceed the amount payable to the merchant related to the transaction subject to the claim or dispute.

Approval Disclaimer

EDOMx provides no warrant that all Customer requests for FARAJA shall be approved. The Merchant is solely responsible for vetting and confirmation of all Transactions before completion and checkout.

Consent to Data Processing

By executing this Agreement, the Merchant consents to the holding and processing of its data and information provided to EDOMx, for all purposes relating to the provision of FARAJA.

Personal Information Collection

Processing, recording and storing the Merchant's data including personal information relating to directors, shareholders, partners, or proprietors such as phone number, name, date of birth, ID or Passport Number.

Data Usage

Process historical and transactional data as well as other analytical data relating to FARAJA for analytical, reporting and other business purposes.

Data Sharing

EDOMx may disclose and share the Merchant's information with partners, service providers, affiliates, legal advisors, courts, law enforcement agencies, and for marketing and research activities.

Data Retention

The Merchant shall retain a record of all Transaction data and information for such periods as required under Applicable Laws.

Merchant Indemnity

The Merchant hereby agrees to fully indemnify and keep EDOMx harmless from and against all actions, claims, costs (including legal costs), losses, charges, expenses and damages which EDOMx may suffer as a result of any breach by the Merchant or fraud/misconduct.

Service Suspension Grounds

EDOMx may suspend FARAJA upon notice where: license/contract is terminated or suspended, Business Account is suspended by Safaricom, fraud is detected, Force Majeure occurs, or material breach of Agreement.

Suspension Duration

Suspension shall only be for the period that the event is continuing unless EDOMx, in its sole discretion, determines otherwise.

EDOMx Indemnity

EDOMx shall indemnify the Merchant against direct losses suffered as a result of fraud, negligence, or misconduct by EDOMx's employees, subject to a capped amount not exceeding the transaction amount.

Agreement Duration

This Agreement shall become effective on the date of acceptance by EDOMx and shall continue until terminated in accordance with the provisions herein.

Termination Without Cause

Either Party may terminate this Agreement at any time without cause by giving one (1) month's prior written notice to the other party.

Termination For Cause

Either Party may terminate if: Force Majeure persists for 90+ days, license/contract is terminated, material breach not remedied within 30 days, bankruptcy/insolvency proceedings, criminal/illegal activity detected, or multiple complaints and disputes.

Post-Termination Obligations

Upon termination, the Merchant shall return all materials pertaining to FARAJA, cease use of Marks, notify Customers of discontinuance, and settle all antecedent rights and liabilities.

License to Use Marks

EDOMx grants the Merchant a personal non-assignable non-exclusive license to use the Marks in connection only with FARAJA. The Merchant shall not derive any title or interest in the Marks.

Display Requirements

The Merchant undertakes to put up and display such signs and distribute such materials at premises relating to FARAJA as may be reasonably required by EDOMx.

EDOMx Marketing Rights

The Merchant authorizes EDOMx to use and reproduce Merchant's name, trademarks, logos in any material for advertisement, publicity and promotion of FARAJA.

Confidentiality Obligation

Each party undertakes to treat as confidential all information received from the other party and to afford it the same degree of confidential treatment as its own confidential information. Neither party will reveal confidential information to any third party without express written consent.

Force Majeure Events

Neither party shall be liable for delay or failure to perform due to: revolution or civil disorders, war, strikes, lack of available resources, labour disputes, equipment failure, fires, floods, pandemics, acts of God, government intervention, or any causes beyond its control.

Force Majeure Notification

Upon occurrence of any Force Majeure Event, the affected party will promptly give written notice and use commercially reasonable efforts to minimize the impact.

Governing Law

This Agreement shall be governed by the laws of the Republic of Kenya.

Jurisdiction

All disputes shall be finally resolved by a court of competent jurisdiction in Kenya.

Customer Disputes

EDOMx shall not be involved in disputes between Customers and Merchant, unless the dispute relates specifically to the use of FARAJA and was notified to EDOMx within fourteen (14) days of occurrence.

No Merchant Assignment

The Merchant shall have no right to assign or transfer its rights and obligations in this Agreement and shall remain fully liable for all respective duties, liabilities and obligations hereunder.

EDOMx Assignment Rights

EDOMx shall be entitled to assign its rights and benefits and transfer its obligations under this Agreement at any time by giving the Merchant written notice thereof.

Independent Parties

The Parties shall not by virtue of this Agreement be deemed to be a partner or agent of each other nor shall anything be construed as creating a partnership, joint association or trust. Each party is responsible only for its obligations and neither party shall be authorized to represent or bind the other to third parties.

No Third Party Beneficiaries

Each party intends that this Agreement shall not benefit, or create any enforceable right or cause of action in or on behalf of, any person or entity other than EDOMx and the Merchant.

Severability

If any provision is deemed illegal, invalid or unenforceable, it shall to the extent required be severed from this Agreement without affecting the legality, validity and enforceability of the remaining provisions.

Waiver & Indulgence

The liability of the Merchant shall not be impaired or discharged by any time, grace or indulgence granted by EDOMx. No right shall be deemed waived except in writing signed by the parties. Waiver of any particular right shall not constitute waiver of any other right.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and all prior arrangements, representations and undertakings are hereby superseded.

Amendments

This Agreement may be amended by EDOMx by way of bulletin and notices. The Merchant acknowledges that such bulletins or notices shall be binding and shall have full legal force.

Notices

All notices shall be served by registered post or email to the address stated in the Merchant Application Form. Notices are deemed delivered: by hand on day of delivery, by post on following day, by email on day of email.

Counterparts & Electronic Signatures

This Agreement may be executed in counterparts and signatures may be exchanged by email or other electronic channels. Each Party agrees to be bound by its own electronic signature.