Terms and Conditions

ePay Financial Services S.C. ("ePay", "we", "us", or "our") is a share company incorporated under the laws of the Federal Democratic Republic of Ethiopia and licensed by the National Bank of Ethiopia ("NBE") as a Payment Service Operator under License No. NPS-PSO/019/2025. ePay provides electronic payment processing, collection, and settlement services to businesses operating in Ethiopia.

These Terms and Conditions (the "Terms") govern your access to and use of ePay's payment gateway, Pay-In application programming interfaces ("APIs"), merchant dashboard, and settlement services (collectively, the "Services"). By registering for, accessing, or using the Services, you ("Merchant", "you", or "your") agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

These Terms constitute a legally binding agreement between ePay and the Merchant. Where the Merchant is an entity, the individual accepting these Terms represents that they are duly authorized to bind that entity.

1.1 Company Details

In these Terms, unless the context otherwise requires:

• Eligibility. The Services are available to businesses and organizations lawfully operating in Ethiopia. The Merchant must be legally registered and hold all licenses, permits, and authorizations required to conduct its business.
• Registration. The Merchant must complete ePay's onboarding process and provide accurate, current, and complete information, including business registration details, ownership information, and bank account details.
• Know Your Customer (KYC). As a condition of onboarding and continued use, the Merchant must satisfy ePay's KYC and customer due diligence requirements in accordance with applicable NBE directives and anti-money-laundering laws. ePay may request additional documentation at any time.
• Verification. ePay reserves the right to approve, reject, suspend, or delay any application, and to re-verify the Merchant's information at any time. Approval does not constitute an endorsement of the Merchant's business.
• Account security. The Merchant is responsible for maintaining the confidentiality of its account credentials and API keys, and for all activity occurring under its account. The Merchant must notify ePay immediately of any unauthorized access or security breach.

ePay provides the following Services under these Terms:

• Payment Gateway. Technology enabling the Merchant to accept electronic payments from Payers through supported payment instruments and channels.
• Pay-In APIs. Programmatic interfaces enabling the Merchant to initiate and manage the collection of payments.
• Merchant Dashboard. A management interface for monitoring transactions, viewing settlement reports, and administering the account.
• Settlement Services. The reconciliation and transfer of collected funds, net of fees, to the Merchant's linked bank account.

ePay may add, modify, enhance, or discontinue features of the Services from time to time. ePay will use reasonable efforts to notify the Merchant of material changes that affect the Merchant's use of the Services.

5.1 Transaction Fees

There are no setup fees, no maintenance fees, and no withdrawal fees under these Terms. ePay may revise its fees upon prior written notice to the Merchant. Continued use of the Services after the effective date of any fee change constitutes acceptance of the revised fees.

5.2 Settlement

• Collected funds, net of applicable fees, will be settled to the Merchant's designated and verified bank account.
• The Merchant is responsible for ensuring that the bank account details provided are accurate and current. ePay is not liable for funds mis-settled due to incorrect details supplied by the Merchant.
• ePay may withhold, delay, or offset settlement where a Transaction is under investigation, suspected to be fraudulent, subject to a Chargeback or dispute, or where required by law or regulatory direction.
• Any taxes, duties, or levies arising from the Merchant's use of the Services, including value-added tax where applicable, are the sole responsibility of the Merchant.

• Merchant-initiated refunds. The Merchant may initiate refunds to Payers within three (3) to ten (10) days of the original Transaction, through the Merchant Dashboard or API, subject to the availability of settled or held funds.
• Chargeback liability. Where a refund or Chargeback transaction is made, the Merchant bears the associated chargeback fee and any related transaction costs. ePay may deduct such amounts from settlements due to the Merchant or invoice the Merchant directly.
• Disputes. The Merchant is responsible for resolving disputes with its Payers relating to the underlying goods or services. ePay is a payment processor and is not a party to the commercial relationship between the Merchant and its Payers.
• Reserves. ePay may establish a rolling reserve or hold funds where the Merchant's Chargeback or refund ratio, transaction risk profile, or business activity warrants such measures.

The Merchant shall:

• comply with all applicable laws, regulations, and NBE directives in connection with its use of the Services;
• use the Services only for lawful transactions arising from the Merchant's bona fide business;
• provide clear and accurate information to Payers regarding the goods or services sold, prices, and refund policies;
• maintain the security and integrity of its systems, credentials, and API keys;
• not misuse, reverse-engineer, or interfere with the Services, APIs, or ePay's infrastructure;
• cooperate with ePay's reasonable requests for information for compliance, risk, or audit purposes; and
• promptly notify ePay of any suspected fraud, security incident, or unauthorized transaction.

The Merchant must not use the Services, directly or indirectly, in connection with:

• any illegal activity, or the sale of goods or services prohibited under Ethiopian law;
• money laundering, terrorist financing, or the facilitation of sanctioned parties;
• fraudulent, deceptive, or unauthorized transactions;
• gambling, or any regulated activity for which the Merchant lacks the required license;
• the sale of counterfeit, stolen, or infringing goods;
• processing transactions on behalf of undisclosed third parties (transaction laundering); or
• any activity that exposes ePay to legal, regulatory, financial, or reputational risk.

ePay may immediately suspend or terminate the Services and report to the relevant authorities where it reasonably suspects a breach of this Section.

ePay operates in accordance with the regulatory framework governing payment services in Ethiopia. The Merchant acknowledges and agrees that ePay's obligations and the Merchant's use of the Services are subject to, among others, the following:

• NBE Directive No. ONPS/02/2020 – Licensing and Authorization of Payment System Operators (payment gateway / operator rules);
• NBE Directive No. ONPS/09/2023 – rules governing digital wallet and mobile money services;
• Proclamation No. 780/2013 and NBE Directive No. 780/2021 – foundational anti-money-laundering, countering the financing of terrorism, and Know Your Customer requirements; and
• Personal Data Protection Proclamation No. 1321/2024 – the protection and storage of customer personal and KYC data.

The Merchant shall comply with all obligations imposed on it under these instruments and shall provide such information and assistance as ePay may require to discharge its own regulatory obligations. ePay may, without liability, suspend, freeze, or report transactions and accounts to comply with any legal or regulatory requirement or lawful order.

• ePay collects, processes, and stores personal and transactional data in accordance with the Personal Data Protection Proclamation No. 1321/2024 and applicable NBE directives.
• The Merchant shall obtain all necessary consents from its Payers for the collection and processing of their data through the Services and shall handle any personal data it receives lawfully and securely.
• Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or disclosure.
• ePay may retain data for such periods as required by law and regulatory record-keeping obligations. ePay may disclose data where required by law, regulation, or lawful order of a competent authority.

All intellectual property rights in and to the Services, including the payment gateway, APIs, Merchant Dashboard, software, documentation, trademarks, and logos, are and remain the exclusive property of ePay or its licensors. Subject to these Terms, ePay grants the Merchant a limited, non-exclusive, non-transferable, revocable license to use the Services solely for the Merchant's internal business purposes during the term of this agreement. The Merchant acquires no other rights in the Services and shall not copy, modify, distribute, or create derivative works without ePay's prior written consent.

• ePay will use commercially reasonable efforts to keep the Services available, but does not warrant that the Services will be uninterrupted, error-free, or free from delays.
• ePay may perform scheduled or emergency maintenance and may temporarily suspend the Services for such purposes, using reasonable efforts to minimize disruption.
• Support is provided through the contact channels published by ePay from time to time.

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, ePay disclaims all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, ePay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill arising out of or in connection with the Services. ePay's aggregate liability under these Terms shall not exceed the total fees paid by the Merchant to ePay in respect of the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Ethiopian law.

The Merchant shall indemnify, defend, and hold harmless ePay, its directors, officers, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Merchant's breach of these Terms; (b) the Merchant's violation of any law or regulation; (c) the goods or services supplied by the Merchant to its Payers; or (d) any Chargeback, refund, fraud, or dispute attributable to the Merchant.

• By the Merchant. The Merchant may terminate this agreement by giving ePay written notice, subject to settlement of all outstanding amounts and completion of pending Transactions.
• By ePay. ePay may suspend or terminate the Services, with or without notice, where the Merchant breaches these Terms, poses a legal, regulatory, financial, or reputational risk, or where required by law or regulatory direction.
• Effect of termination. Upon termination, the Merchant's right to use the Services ceases. ePay may retain funds for a reasonable period to cover potential Chargebacks, refunds, or liabilities before releasing any remaining balance, net of amounts owed to ePay.
• Survival. Provisions that by their nature should survive termination, including those on fees, liability, indemnity, data protection, and governing law, shall survive.

ePay may amend these Terms from time to time. Material changes will be notified to the Merchant through the Merchant Dashboard, by email, or by posting an updated version on ePay's website. The Merchant's continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, civil unrest, telecommunications or power failure, regulatory action, or the failure of third-party financial infrastructure.

• Assignment. The Merchant may not assign or transfer its rights or obligations under these Terms without ePay's prior written consent. ePay may assign these Terms to an affiliate or successor.
• Notices. Notices to ePay shall be sent to contact@epayethiopia.et. Notices to the Merchant may be sent to the contact details on record.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. No failure or delay by ePay in exercising any right shall operate as a waiver of that right.
• Entire agreement. These Terms, together with any documents referenced herein, constitute the entire agreement between the parties regarding the Services.

These Terms shall be governed by and construed in accordance with the laws of the Federal Democratic Republic of Ethiopia. The parties shall first seek to resolve any dispute arising out of or in connection with these Terms amicably through good-faith negotiation. Failing amicable resolution, the dispute shall be submitted to the competent courts of Addis Ababa, Ethiopia, which shall have exclusive jurisdiction.

For any questions regarding these Terms or the Services, please contact: