Terms and Conditions

Gladys Terms and Conditions

The Gladys E-wallet service (“Service”) enables you to send and receive money as well as make payments for goods. The Service is operated by Gladys Technologies Limited who shall include our affiliates, accessors and assigns (“the Company”, “we” or “us”) subject to these Terms of Service (“Terms”). The Company is a payment service provider specializing in payments with unique capability in end-to-end process automation and with payment and automation platform in the financial technology sector providing its services through partnerships across the industry in partnership to the general market via online toolset and performs complete process automation for the market. The Company has various partners such as Mobile Money Operators, banks to provide a holistic payment solution under its ecosystem. The Company provides merchants with accounts to grow partnerships in the payment field.

1. This is a legal contract:: These Terms and Conditions are a legal agreement between you ((“Merchant” “you” or “your”) and Gladys that shall govern your use of the Gladys Wallet. By accepting to use our services, you consent to these terms and conditions. the Service if you do not accept these Terms. By using any part of the Service, you accept these Terms. If you are under eighteen (18) years of age, you may not use the Service.
2. Appointment:: The Company hereby appoints the Merchant as its non-exclusive representative with a view to facilitating Payments services as per the schedule A attached provided throughout the Republic Kenya, and the Merchant hereby accepts such appointment and agrees to conduct such activities in accordance with the terms and provisions of this Contract. This Contract shall come into force on the Date of this Contract and shall continue to subsist unless terminated by either party in accordance with this Contract.
3. Obligation of the parties: 3.1.Obligations of the Company; 3.1.1. Gladys Technologies agrees to enable the Merchant to receive payments made through various payment channels such as Mobile Money, Mobile App, Card and Agency channels. Gladys Technologies hereby reserves the right to appoint a third party to enable receipt of such payments, on such terms and conditions as it may deem fit to provide payment security for the transactions carried out on its platform for the merchant;; 3.1.2. To ensure that the merchant has access to total collections, details of each transaction, name of the payee, time of transaction, amount and payment channel.; 3.1.3. The Company shall ensure that they provide mechanisms to allow the merchant to pull reports from their corporate wallet.; 3.1.4. Gladys Technologies shall make its reasonable best efforts to provide the Facility in a manner that protects information transmitted by the Software from unauthorized interception, undetected unauthorized modification or alteration after its origination and undetected initiation by persons posing as other persons or entities.; 3.1.5. To facilitate any integration necessary for purposes of facilitating Payment transactions as envisaged in this Agreement and to allow transactions to be tracked and serviced in accordance with the provisions of this Agreement.; 3.1.6. To guarantee service availability. The Company shall use reasonable efforts to make Digital e-wallet available with minimal interruptions. The service may be temporarily unavailable for regular or emergency system maintenance. We will endeavor to have scheduled maintenance occur during non-peak hours, but we may conduct maintenance at any time. In addition, your accessibility to digital e-wallet may be interrupted because of conditions or other causes beyond our control, including outages in Internet or telecommunications availability, emergency conditions, third party service interruptions or to allow emergency personnel to use the communication networks. We will use commercially reasonable efforts to re- establish service in those instances, but we do not promise Digital Banking will always be available for your use. We do not guarantee functionality of the services through all web browsers or on all Mobile Devices, on all communications networks, in all geographic regions, or at all times. In no event, regardless of cause, shall we be liable to you for unavailability of the services, or your inability to access the service or to execute its functions.; 3.1.7. The Company shall ensure that the System shall be available for access twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance periods.
3.2.Obligations of the merchant: 3.2.1. To honor their obligations in respect of the good or services duly paid for under this agreement;; 3.2.2. To keep their corporate wallet access Codes confidential and ensure that they are only known to authorized person(s) and the Merchant shall use all reasonable endeavors to ensure that there is no unauthorized use of the Access Codes and/or any other confidential material or information used in the provision or use of the Merchant’s Data Account. However, if the Merchant suspects that there may be or has been or is aware that there has been unauthorized use of the Access Codes or of any other confidential material or information used in the provision or use of the Merchant Data Account , the Merchant shall be obliged to notify Gladys Technologies immediately by contacting Gladys Technologies by telephone, with confirmation of such notification in writing, using the relevant contact information Gladys Technologies will use reasonable endeavors to prevent unauthorized use of the Merchant Data Account upon receiving such notification.; 3.2.3. To comply with know your customer and due diligence guidelines as provided by the Kenyan Law;; 3.2.4. To ensure that the merchant business and its owners are the beneficial owners of the Account, and conduct business only on behalf of themselves;; 3.2.5. To ensure that the bank accounts provided for settlement of the digital e-0wallet funds are corporate bank accounts corresponding with the merchant’s name;; 3.2.6. To conduct investigation for any wrongful use in the purchase of their goods or services using the Gladys e-wallet digital platform;
3.2.7. The Merchant acknowledges and agrees that:: 3.2.7.1.They have sufficient mechanisms of monitoring all use of or access to its Access Codes, website and Merchant Data Account in order to ensure that only Authorized User use or access its Merchant Data Account within the limits of their authority and that no transactions have been affected which would indicate that unauthorized persons are in possession of its Access Codes;; 3.2.7.2.They are responsible for all losses resulting from any unauthorized activity in connection with the Merchant Data Account (including use of Access Codes and terminals).; 3.2.7.3.The Merchant acknowledges and agrees that without limitation Gladys Technologies may suspend the services and take any other steps, if necessary, where the Merchant or their clients have acted fraudulently or have either intentionally or not, and whether or not through negligence, failed to comply with the provisions of this Agreement.; 3.2.7.4.If any action or proceeding is brought against Gladys Technologies by a third party; or by Gladys Technologies against a third party in relation to any Transaction or dealing with the Merchant, the Merchant shall cooperate with Gladys Technologies to the fullest extent possible in the prosecution or defense of such action or proceeding.; 3.2.7.5.The Merchant shall only access and use the data and information that Gladys Technologies will make available via Merchant Data Account;; 3.2.7.6.It is the Merchant’s sole responsibility to acquire consent from their clients to share client data with Us;; 3.2.7.7.Except as expressly permitted in writing by the Company, the Merchant shall not copy, download, disclose or make available to any third party any data from the Merchant Data Account or the documentation in whole or in part for any purpose whatsoever.
4. Settlements/ Withdrawals: 4.1.The merchant may choose to withdraw funds from their corporate wallet from an Agent, bank account or mobile money account.; 4.2.The merchant shall ensure that all withdrawals from wallets are done by their duly authorized Agents.; 4.3.The company shall not be liable for any withdrawals made by the company’s representatives whether duly authorized or not.; 4.4.The Merchant shall incur the withdrawal charges set by the Company and /or third parties charges such as bank charges, mobile money fees.
5. Data Protection and Privacy: 5.1.The Parties warrants that they have obtained all necessary rights and permissions to enable and grants such rights and permissions to the other and its contractors and sub processors to use, provide, store and process personal data in accordance with the Data Protection Act of Kenya No. 24 of 2019. This includes the Merchant making necessary disclosures and obtaining consent from their customers prior to the commencement of this engagement.; 5.2.The Parties shall maintain appropriate technical and organizational measures to protect against unauthorized or unlawful processing of the personal data acquired under this agreement and shall guard against accidental loss or destruction of, or damage to, the Data.; 5.3.Neither Party shall, under any circumstances, disclose, share or transfer another’s personal data under this Agreement to any third party without the prior written consent of the other.; 5.4.A party is duty bound to notify the other without undue delay, upon becoming aware of a personal Data Breach affecting the Personal Data, providing it with sufficient information to allow them to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.; 5.5.Parties shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any third party who may have access to personal data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant databases, as strictly necessary for the purposes of this Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.; 5.6.Upon termination of this Agreement, a party shall promptly and in any event within five (5) business days of the date of cessation of any Services involving the Processing of Personal Data ("Cessation Date"), delete and procure the deletion of all copies of the Customer’s Personal Data.; 5.7.Each Party shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to the Discloser’s Data under its possession or control and establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.; 5.8.Each Party further warrants, represents and undertakes that it shall ensure that its technology, including all databases, systems and equipment on which the Discloser’s Data is processed as part of providing the Services, shall at all times be in a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of the Discloser’s Data and conform to the disclosing Party’s reasonable requirements.; 5.9.Each Party shall and shall ensure that its employees, agents and subcontractors shall, in respect of the Discloser’s Data:
6. Confidentiality:: Both Parties shall be responsible for maintaining the confidentiality of their cooperation and the specific content of this Agreement. Without the prior written consent of the other party, neither party may disclose the cooperation between the two parties and the specific content of this Agreement to any third party. Except in accordance with the regulations of the related authorities or the requirement to submit any form of documents, reports related to the cooperation, or to disclose the cooperation to investors through press conferences and other means. This confidentiality clause is valid for three years from the effective date of this Agreement to the termination of business cooperation between the two Parties.
7. Intellectual property: 7.1.All Intellectual Property inherent in the Gladys digital e-wallet services, software, materials and other solutions provided by a party under this Agreement (including improvements and upgrades thereto) shall remain the sole and exclusive property of Gladys Technologies Limited.; 7.2.Except as provided above both Parties retain ownership of their pre-existing intellectual property rights protected material. Further and unless otherwise agreed in writing, neither Party shall be entitled to use of the Intellectual Property of the other save for the strict purposes of this Agreement.
8. Indemnification and Limitation of Liability:: 8.1.The Gladys E-wallet digital service is provided on an "as is" and "as available" basis. Gladys Technologies and its associates make no representations or warranties, either expressed or implied, with respect to the Service, or any service or information provided through the Service. The Company is not responsible for any damages, injury or economic loss arising from the use of the content or Service provided. Save in the event of negligence, fraud or willful misconduct, no Party shall be liable for any direct or indirect, incidental, special or consequential damages, including loss of profits, revenue, data, or use incurred by the others as a result of failure or interruption of the services to be provided under this Contract. It is hereby agreed that the obligation to remit monies legally due and owing to the Account holder shall not be affected by the provisions of this Clause. You as the Customer shall bear all risk and consequences of the inability to send or comply with any instruction sent using the service due to errors in transmission of his/her instructions. The Company shall not be held liable for the quality of the service of the mobile service provider and gives no warranty with respect to the quality of service by the mobile service provider or any other service disruption as a result of associated third party service providers.; 8.2.Each Party (“the Indemnifying Party”) shall indemnify and keep the other Party (“the Indemnified Party”) indemnified against any action, liability, cost, claim, loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by Indemnified Party or in any way arising from: -; 8.2.1. any breach by the Indemnifying Party of any of its obligations, representations or warranties under this Agreement;; 8.2.2. any matter relating to the Services hereunder or the performance of the Indemnifying Party’s obligations hereunder, or in any way arising out of any third-party claims, any claims arising from any act alleged to be illegal, claims for defamation, infringement of intellectual property rights, damage to computer database, loss of data or distribution of illegal or obscene or offensive material;; 8.2.3. violation of any laws or regulation of any governmental, regulatory or judicial authority by the Indemnifying Party;; 8.2.4. the gross negligence or willful misconduct of the Indemnifying Party or its employees or agents in connection with this Agreement. PROVIDED THAT the Company’s maximum cumulative liability under this Agreement shall not exceed the commission earned by the Company under this Agreement in the six (6) months immediately preceding the occurrence of the claim from which the costs or expense arise and shall be subject to the following conditions having been met: a) The Merchant must have expended best efforts towards recovery of the any amounts lost including (but without limitation to) recovery from the Customers;; 8.3.The Company shall not indemnify the Client against any losses arising fully or in part from actions, inactions, faults or negligence of the Merchant, its customers or any third parties;; 8.4.Without prejudice to the limitation of liability set out in this clause 5.1, the Merchant must have notified the Company of any loss in respect of which a claim of indemnity arises within thirty (30) days of the loss occurring. The Company shall not be under obligation to indemnify the Merchant against any loss in respect of which notice has not been issued in accordance with the provisions of this clause.; 8.5.Notwithstanding anything to the contrary contained in this Agreement a Party, its officers, employees, sub-contractors, agents and partners shall not be liable to the other Party for any loss of profit, indirect losses such as anticipated savings, loss of goodwill, consequential, incidental or special loss, corruption or loss of data howsoever arising.
9. Dispute Resolution:: Any dispute or difference arising out of or in connection with this contract shall be first resolved by the through negotiations between senior executives of the parties. If the dispute is not resolved it shall be referred to referred to arbitration in accordance with the provisions of the Arbitration Act No. 4 of 1995 for determination by a single arbitrator to be appointed by mutual agreement of both parties being an Advocate of the High Court of Kenya with five years admission experience or if the parties cannot agree on such appointment, the arbitrator shall be appointed by the Chairman for the time being of the Chartered Institute of Arbitrators Kenya.
10. Termination:: Either party may terminate this Agreement at any time on giving One (1) month’s written notice to the other. Upon termination all payments shall become due and payable and shall be settled within the notice period. Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of any of the parties nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. On termination of this agreement, the parties shall return all confidential information of the other or ensure the same have been destroyed.
11. Force Majeure:: Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.
12. Miscellaneous Provisions:: 12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kenya and the parties hereto hereby submit to the exclusive jurisdiction of the courts of Kenya.; 12.2. Consumer Protection: The Parties will comply with consumer protection laws in the provision of its services. It will act ethically and employ professional business practices; 12.3. Dormant and Inactive accounts: A Merchant account shall be considered inactive where no transaction has been made on the account for a period of six months since the last transaction on the account. A transaction means any log into the account, deposit, withdrawal, balance inquiry checks. Where a Merchant account becomes inactive and we have failed to locate the owner of the funds, then we shall transfer the balance of the account to the Unclaimed Financial Assets Authority in accordance with the Unclaimed Financial Asset Act, 2011 and any other applicable legislation.; 12.4. Deceased person's account: Death of a self-proprietor merchant account holder shall automatically terminate this Contract. Balances in a deceased person’s account shall be transferred to the successor or manager upon production of letters of administration, a grant of probate or a court order authorizing the person to manage the estate or any other document as may be prescribed by law.; 12.5. Independent Contractor: It is expressly agreed that the Parties shall be independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.; 12.6. Non-Waiver: The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.; 12.7. Amendment: This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Parties.; 12.8. Both parties understand the contents of these terms and conditions and have freely and voluntarily negotiated this Agreement including the remuneration envisioned herein in the knowledge that the liability of the parties is to be limited in accordance with the provisions of this Agreement.; 12.9. Severability: If any part of this Contract is found to be invalid or unenforceable, that part will be severed from this Contract and the remainder of the Contract shall remain in full force.; 12.10. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter.