CO-OPS AFRICA AGENCY TERMS & CONDITIONS


1. DEFINITIONS

1.1 “Agency Services” means the services to be provided by the Agent in accordance with the terms of this Agreement.

1.2 “Agreement” means the Co-ops Africa Agency Agreement.

1.3 “Cash Float” means the cash provided by the Agents engaged at each Outlet for the provision of Co-ops Africa services.

1.4 “Cash-drop off” means the process through which a Co-operator deposits money into his Co-operator Account;  

1.5 “Cash-pick up” means the process through which a Co-operator withdraws money from his Co-operator Account;

1.6 “Conditions of Use” means the Co-ops Africa Co-operator terms and conditions.

1.7 “Confidential Information” means:  

(a) any information relating to Co-op Pay SACCO, or any of its Co-operators, received or held by the Agent (which has been transferred, disclosed or obtained orally, visually, electronically or by any other means) in connection with the Agency Services and includes, without limitation, personal information concerning the Co-operator’s Savings and Credit Account, the Co-operator’s transaction information and details and all other information acquired by the Agent in connection with this Agreement or the performance of the Agency Services; and/or  

(b) all information received by the Agent in connection with the installation, use, operation and maintenance of any system or materials provided by Co-op Pay SACCO in connection with the Savings and Credit Service.  

1.8 “Co-operator” means any person who has registered for the use of the Co-ops Africa Services.  

1.9 “Co-operator Account” means an electronic account in which E-Money held by a Co-operator from time to time is stored, and which is accessible from a Mobile App.  

1.10 “E-Money” or “E-Float” means the electronic money issued by Co-ops Africa representing an entitlement to an equivalent amount of cash held by Co-ops Africa in respect of the purchase of such electronic value.

1.11 “Equipment” means all the equipment provided to the Agent by Co-op Pay SACCO for the purposes of providing the Co-ops Africa services and shall include without limitation the customised ZNCR VaS Cards and, where applicable, GSM handset and related accessories, which may include point of sale branding material, Co-ops Africa Manual and instructions.

1.12 “Intellectual Property Rights” means all copyright and rights in the nature of copyright, trademarks (including all goodwill in them) and domain names, registrations and applications for registration of any of the above, moral rights, know-how, confidential information, and any other intellectual or industrial property rights, whether now known or in the future arising.

1.13 “Log Book” means the written record of Transactions performed by each Agent Outlet and against which each Co-operator is required to sign upon successful completion of a Transaction.

1.14 “Co-ops Africa Account” means an account maintained by Co-op Pay SACCO within the Co-ops Africa Solution in the name of any Co-ops Africa Cooperator in which all cash sums represented electronically are held;

1.15 “Co-ops Africa Float(s)” means the sum of E-Value held by the Agent or Sub-Agent for the provision of the Co-ops Africa services from each Outlet. 

1.16 “Co-ops Africa Manual” means the manual issued to the Agent which records methods of operation, procedures, and other practical matters relevant to the provision of Co-ops Africa services, as may be updated by Co-op Pay SACCO from time to time during the Agreement Period.

1.17 “Co-ops Africa Services” or “Savings and Credit Services” or “MMS” means the mobile payment solution provided by Co-ops Africa for the transfer and receipt of E-Money between Co-operators without necessarily having a bank account.

1.18 “Co-ops Africa Email” means the electronic mail account to be provided by Co-op Pay SACCO for purposes of communication between the parties.

1.19 “PIN” means each Co-ops Africa personal identification number associated with the operation of a Co-ops Africa Float by each Co-ops Africa Agent. 

1.20 “Platform” means the technology platform which holds the Co-ops Africa Account details of all Co-ops Africa Co-operators;

1.21 “Service Point” means the office of the Agent to be used in connection with the provision of the Agency Services.  

1.22 VaS Card” means the Co-operator identity module which when used with the appropriate Mobile App enables Co-operator to use the Co-ops Africa Services. 

1.23 "Agent" means any business and contracted by Co-op Pay SACCO, who thereafter may subcontract other agents in a network while retaining overall responsibility for the agency relationship. An Agent may identify, vet, train, monitor and manage sub-agents independently or as defined in the contract with Co-op Pay SACCO. 

1.24 "Agent’s Co-ops Africa account” means the Co-ops Africa account created for the Agency by the Co-ops Africa Operations Team within the Co-ops Africa solution.

1.25 “Transaction” means any cash drop-off or cash pick-up payment carried out by a Co-operator through the Savings and Credit Services platform.

1.26 “Transaction Limits” means the daily and/or monthly limits placed on the Transactions that may be effected by Agents from specific Outlets as pronounced by the Zimbabwe Registrar of Co-operatives and shared with the Agent by Co-op Pay SACCO. 

1.27 Reference to:  

(a) a person includes a legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated);  

(b) a statutory or regulatory body shall include its successors and any substituted body;  

(c) an individual includes, where appropriate, his personal representatives;  

(d) the singular includes the plural and vice versa; and  

(e) one gender includes all genders.  

1.3 Unless otherwise stated, a reference to a clause, sub-clause or appendix is a 

reference to a clause or sub-clause of, or appendix to, this Agreement and a reference to this Agreement includes its appendixes.  

1.4 Clause headings in this Agreement and in the appendixes are for ease of reference only and do not affect the construction of this Agreement or its appendixes. 

2 APPOINTMENT AS AN AGENT  

2.1 Subject to the terms and conditions of this Agreement, Co-op Pay SACCO hereby appoints the Agent as a non-exclusive, authorized independent contractor for the provision of the Agency Services.   

2.2 Agent hereby accepts the appointment and shall provide the Agency Services to   Co-operators in accordance with this Agreement.  

2.3 Notwithstanding anything contained in this Agreement, it is agreed and understood that the employees, subcontractors, sub-agents, consultants or other representatives of the Agent are not and shall not be deemed to be employees of Co-op Pay SACCO. The Agent assumes full responsibility for their acts and for their supervision, daily direction and control in connection with the provision of the Agency Services and shall be liable to Co-op Pay SACCO in this regard.

2.4 The Agent shall comply with all applicable laws, rules, regulations and statutory requirements existing in Zimbabwe from time to time, including all applicable anti-money laundering (“AML”) requirements. 

3. AGENT’S RIGHTS AND OBLIGATIONS 

3.1 Prior to representing Co-op Pay SACCO or soliciting any prospective Service Points, Agent shall attend a training program, to be held at Co-op Pay SACCO's corporate offices or from other venue as Co-op Pay SACCO may designate from time to time. 

3.2 The Agent shall, in the performance of the Agency Services:

3.2.1 Train the Service Points and Ensure that the Service Points outlets are staffed by trained staff members to handle Co-ops Africa payments.  Should Co-op Pay SACCO organise training for Outlet staff, the Agent shall ensure that Outlet staff are in attendance. 

3.2.2 Only use the agreed upon Know Your Co-operator (KYC) requirements, recruitment agreement and application form that have been provided by Co-op Pay SACCO and that are current at the time they are presented to a prospective Sub-Agent. The recruitment agreement and application form shall form an integral part of this agreement. The Know Your Co-operator requirements are as per attached Annexure 1.

3.2.3 Not misrepresent the manner in which Co-op Pay SACCO provides its services or the procedures Co-op Pay SACCO follows, including services and procedures related to tariffs, loss prevention, and Co-ops Africa usage. To this extent any breach of the set tariffs shall be a breach of a material term of this agreement warranting termination of this agreement without any notice to the Agent.

3.2.4 Maintain the security of all its records, including all records it may have relating to Co-op Pay SACCO, Sub-Agents and their Co-operators (including all transaction records).

3.2.5 Grant access to the authorized representatives of Co-op Pay SACCO during regular business hours, to audit all transactions, registrations, and compliance to the provisions of the agreement on any one or more of the Service Points and the performance of the Agency Services;  

3.2.6 Promptly provide, upon Co-op Pay SACCO’s direction, any records in a format as may be requested by Co-op Pay SACCO;  

3.2.7 Serve as Co-op Pay SACCO’s liaison and promptly handle, in coordination with Co-op Pay SACCO, as Co-op Pay SACCO deems appropriate, and may direct, all inquiries, orders and complaints that Agent receives from Co-op Pay SACCO’s Co-operators regarding Co-ops Africa, including complaints regarding Agent’s outlets’ performance of the Agency Services;  

3.2.8 Cooperate and use its best efforts to assist Co-op Pay SACCO in the dissemination without limitation of any Co-ops Africa safety alerts, technical service bulletins, etc. to Co-ops Africa Co-operators, should they arise, or any other information as may be requested by Co-ops Africa;  

3.2.10 Comply with the Zimbabwe Registrar of Co-operatives regulations and any applicable laws which shall also be clearly stated by Co-op Pay SACCO to the Agents;  

3.2.11 Prominently and unequivocally display branding and advertising materials provided by Co-op Pay SACCO at its Service Points and ensure same is visible to the general public and shall on no condition generate Co-op Pay SACCO branding and advertising materials on its own except with Co-op Pay SACCO’s consent.

3.2.11 Ensure that its Service Points shall provide Co-ops Africa services using the tariffs provided by Co-op Pay SACCO from time to time. In the event that the Agent or its affiliates uses tariffs that are below or above the tariffs set by Co-op Pay SACCO, then Co-op Pay SACCO shall terminate the agreement without further notice to the Agent or its affiliates.

3.2.12 Ensure that its Service Points are funded with Co-ops Africa Float(s) to support Co-ops Africa Remit Co-operator transactions.

3.2.12 Sell and Deploy Co-ops Africa VaS Services to registered Co-operatives and Co-operators

3.3 Where the Agent or its affiliates are involved in money laundering, terrorist financing or any other activities deemed to be unlawful in terms of the laws of the Republic of Zimbabwe and International laws; the Agent shall be solely liable for any such illegally perpetrated activities and Co-op Pay SACCO shall terminate the agreement without further notice to the Agent. 

4. OBLIGATIONS AND RIGHTS OF CO-OP PAY SACCO

Co-op Pay SACCO shall at all times during the subsistence of this Agreement:

4.1 Grant to the Agent the right, on a non-exclusive basis, to solicit prospective Service Points within the country as long as the Service Point is not already an Agent for Co-ops Africa.   For avoidance of doubt, the agent shall meet all the costs that will be incurred in the acquisition of service points.

4.2 Ensure that the Savings and Credit System operates effectively in accordance with the provisions of the terms and conditions of this Agreement.

4.3 Ensure that adequate marketing campaign material is available for use by the Agent.

4.4 Provide the Agent with Co-operator registration forms, transaction log books and other documents required to effectively perform the Agency Services;  

4.5 Notify the Agent of any communication including Directives between it and the Zimbabwe Registrar of Co-operatives relating to the Agency Services or of any Zimbabwe Registrar of Co-operatives regulations or directives relating thereto.

4.6 Retain the right to temporarily or permanently disconnect the SIM of the Agent and/or Service Point from its network at any time if it is of the view, that the connection may be used for purposes other tha Co-ops Africa services, or that the Agent is not complying with the terms of this Agreement.

4.7 Shall pay commissions, set out in Clause 6 in this agreement directly into the Co-ops Africa Account of the Agent.

4.8 Reimburse Agent Co-ops Africa Float(s) funded as per clause 3.2.12 once depleted. 

4.9 Have a fully operational Call Centre manned by qualified employees and/or automated systems to assist in the resolution of problems related to Co-op Pay SACCO Services

4.10 Train the Agents outlet staff so that they are proficient with all Co-op Pay SACCO products and services before they start offering them to the market. 

4.11 Where Co-op Pay SACCO is involved in money laundering, terrorist financing or any other activities deemed to be unlawful in terms of the laws of the Republic of Zimbabwe and International laws; be solely liable for any such illegally perpetrated activities. 

 

5. AGENT FEES PAYMENTS

5.1 Co-op Pay SACCO shall pay all Fees due to Agent on the first day following the last day of month in which transactions were undertaken.

5.2 The fees payable pursuant to clause 5.1 shall be credited to the Agent’s Co-ops Africa Account. 

5.3 Commissions are inclusive of VAT and with-holding taxes where applicable. 

FULL COMMISSIONS: 

  1. Co-operator Registration and Card Printing commission of US$0.50/cooperator

  2. VaS Registration commission of US$0.50/co-operator:

    1. Co-op: CDE Listing, Co-op Store, Co-op Books, Co-op Wealth Group, Co-op Food (catering co-ops only)

  3. Cash drop-off commission of 0.5%

  4. Cash pick-up commission of 1%

  5. Co-ops Debentures Exchange (CDE – https://cde.coops.africa) Listing commission

    1. of 1% of the amount raised

    2. 1.5% of loan repayment

  6. Co-op Store (https://store.coops.africa) commission of 0.5% of product sales

  7. Institute of Co-operative Management  (ICM – https://icm.coops.africa) commissions of 10% of course enrolment fees

  8. Co-op Food  (https://food.coops.africa) commission of 1% per order

  9. Co-op Books  (CDE – https://books.coops.africa)commission on subscription of 10%

  10. Co-op Savings and Loan  (https://bank.coops.africa) commissions of 0.5% of loan repayments 

5.4 Save as specified in Clause 5.3, it is hereby agreed that the Agent and its Service Points shall have no other claims against Co-op Pay SACCO for any amounts or other items of expense in relation to the Agency Services or anything done pursuant to this Agreement.

6. INDEPENDENT CONTRACTOR

6.1 The Parties acknowledge that nothing in this Agreement shall be construed to create a relationship of employment or partnership whatsoever between the Parties.


6.2 Subject to Clause 3 hereof neither Party shall have the right to bind the other to any Agreement with a Third Party or to incur any obligation or liability on behalf of the other Party. 


7. CONFIDENTIALITY

7.1 The Agent shall treat as confidential all information relating to Co-operators, Transactions and Co-op Pay SACCO.

7.2 Each Party agrees to keep all information confidential and agrees that it shall not without the prior written consent of the Agent, Co-operator, or Co-op Pay SACCO, divulge information relating to the Agent, Co-operator, or Co-op Pay SACCO; unless required to do so by law enforcement agents upon which the affected Party should be consulted. 



8. TERM

8.1 This Agreement is effective on the date the last party to sign this agreement appends its signature to this agreement and shall run for a period of three years (3) unless terminated earlier in terms of the termination provisions in this agreement. 

8.2 This Agreement shall not be tacitly renewed upon its expiry.

9. BREACH AND TERMINATION

9.1 A party shall be in breach of this agreement in the event that it fails to execute any of its obligations outlined in the agreement.

9.2 In the event of breach, the Aggrieved party shall give the defaulting party ten days’ written notice to remedy the breach, failing which the Aggrieved party shall terminate the agreement and reserve the right to enforce any other right it may have at law.

9.3 This agreement shall be terminated without notice where;


9.3.1 The Agent is in breach of the provisions of clauses 3.2.11 and clause 3.3 of this agreement.

9.3.2 A party is declared insolvent

9.3.3 A party institutes legal proceedings for liquidation.

9.3.4 A party loses its business licence

9.3.5 A party fails to execute its obligations as a result of a force majeure condition for a period of twenty-one days.

9.4 Either party may terminate this agreement upon giving two months’ written notice.


9.5 The termination of the agreement shall not affect the monetary obligations and the confidentiality clause prior to the date of termination.

10. LIMITATION OF LIABILITY AND INDEMNITY

10.1 Neither party shall be liable for any costs, loss or damage whether special or             

         consequential, arising from any suspension or termination of this Agreement.  

10.2 The Agent shall indemnify Co-op Pay SACCO, from and against any and all costs incurred by the Agent of whatever nature and any loss, damage or liability, whether criminal or civil, suffered by Co-op Pay SACCO resulting from a breach of this Agreement or any laws and regulations governing the provision of Savings and Credit Services by the Agent including but not limited to breaches caused by any act, neglect or default of the Agent and/or its employees, or any Cooperator or third party claim in respect of any matter arising from the Agent’s or its employees’ conduct.

10.3 Co-op Pay SACCO shall indemnify the Agent, from and against any and all costs incurred by  Co-op Pay SACCO of whatever nature and any loss, damage or liability, whether criminal or civil, suffered by the Agent resulting from a breach of this Agreement or any laws and regulations governing the provision of Savings and Credit Services by Co-op Pay SACCO including but not limited to breaches caused by any act, neglect or default of Co-op Pay SACCO and/or its employees, or any Cooperator or third party claim in respect of any matter arising from Co-op Pay SACCO or its employees’ conduct.

10.4 Co-op Pay SACCO shall have the right to set off any sums owed to it by the Agent hereunder against any sums due and owing to the Agent whether under this Agreement or otherwise.


10.5 Subject to any rights of set off in respect of any claims against the Agent, the Agent will be entitled to receive any commissions earned as at the date of termination and shall not be entitled to claim for any other costs, expenses whatsoever arising directly or indirectly from any loss of business.


10.6 No warranties or representations are made with regard to potential revenues that may be earned by the Agent from the provision of the Savings and Credit services and no reliance should be placed on any statements or projections provided, whether verbally or in writing in this respect.




11. DISPUTE RESOLUTION

11.1 In the event of any dispute between the parties arising from this Agreement, the parties shall endeavour to resolve it by negotiation between their authorized representatives within seven (7) days of such dispute arising.


11.2 In the event that the parties fail to reach agreement within the aforesaid period of seven (7) days, either party may refer the dispute for arbitration to the Commercial Arbitration Centre.


11.3 The Chairman for the time being of the Commercial Arbitration Centre shall appoint an arbitrator to hear the matter.

11.4 The arbitration proceedings shall be conducted in terms of the Arbitration Act [Chapter 7:15]

11.5 The arbitration shall be held in Harare and the proceedings shall be conducted in English


11.6 The arbitration proceedings pending before the arbitrator shall not preclude an aggrieved party from approaching the High Court seeking an interdict to protect its interests.

11.7 The Arbitral award shall be final only to the extent that it is not contrary to public policy and or is not unreasonable.


12. MUTUAL CO-OPERATION

The Parties undertake to act in good faith with respect to each other’s rights under this Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Agreement.

13. APPLICABLE LAW  

This Agreement shall be governed by the laws of Zimbabwe. 

14. NOTICE

Any notices under this Agreement shall be sent in writing to the appropriate party at its address stated herein.

15. SURVIVAL OF PROVISIONS

In the event that any one or more of the provisions of this Agreement is held to be unenforceable under the laws of Zimbabwe, it shall not affect any other provision of this Agreement. This Agreement shall be construed as if the unenforceable provision had not been contained therein.

16. WAIVER

Failure or delay on the part of either party to exercise any of its rights, powers or privileges hereunder shall not operate as a waiver thereof.

17. ENTIRE AGREEMENT

This Agreement and Annexes attached hereto shall constitute the entire Agreement between the parties concerning the subject matter hereof and supersede all prior discussions, agreements and representations, whether oral or written between the parties. No modification, amendment or other change may be made to this Agreement or any part thereof unless reduced to writing and executed by authorized representatives of both parties.

18. DOMICILIUM CITANDI ET EXECUTANDI

The Parties choose as their domicilia citandi ete xecutandi for all purposes under this Agreement the following addresses:

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