M-PESA AGENT OVERDRAFT TERMS AND CONDITIONS

JULY 2020 M-PESA LIMITED Offices at 11th Floor, Tower Ursino Estate Plot No. 23, Bagamoyo Road P.O. Box 2369 , . www.vodacom.co.tz

M-PESA LIMITED – M-PESA AGENT OVERDRAFT 2.12.2 if you commit any breach or fail to observe, keep or TERMS AND CONDITIONS perform any of the terms, conditions covenants or provisions of any other agreement between us and 1. APPLICABILITY AND UNDERSTANDING. yourself in respect of the Facility; or you don’t keep to the other terms and conditions of this Overdraft Please read these Terms and Conditions, and any schedule/annexure Contract or any other contract you have with us in conjunction with M-Pesa Agency/Agent Agreement and Terms 2.12.3 if there is reasonable apprehension that you and Conditions for M-Pesa Customers are unable to pay your debts or we receive any (https://vodacom.co.tz/en/terms_and_conditions/) and GSM notice that you have admitted any inability to Consumer Terms and Conditions that shall form part of these pay your debts as they become due; or Terms and Conditions (“Conditions of Use”). 2.12.4 If a Garnishee or Attachment Order or a lien created against any of These Terms and Conditions (“Condition of Use”) are available for M- your deposits with us or assets maintained by Pesa services Agents/Agency and become effective once you opt in you is made. or register for M-Pesa Agent Overdraft Service (‘Service”). 2.12.5 you become insolvent or subject to any form of your business administration M-Pesa Agent Overdraft is issued to M-Pesa Limited Active 2.12.6 you stop paying creditors or stop carrying on Agents/Agency based in the United Republic of Tanzania, and is business (or threaten to); subject to these Conditions of Use. 2.12.7 You gives us incorrect or misleading information, at any time the result of which M-Pesa Limited from time to time will verify, your KYC documents materially increases our risk to you. (Identification documents) or amend these Conditions of Use or 2.13 “Facility Term” means where there is no Event of Default (as review your scoring limits and have a right either to accept or reject outlined in this Agreement) within a period of one (1) days from your request for Overdraft services. the first date of utilization of the Facility.

2.14 "Force Majeure" means anything outside the reasonable 2. DEFINITIONS AND INTERPRETATION. control of a Party including pandemic, an act of war or terrorism, the mobilization of armed forces, civil commotion or 2.1 "Agreement" means these Conditions of Use riot, natural disaster, industrial action or labor disturbance 2.2 “Agent or M-Pesa Agent” means any M-Pesa agent who has (excluding industrial action by employees of the Party or its registered to use M-Pesa. subcontractors), currency restriction, embargo, or a failure of a 2.3 “Agent Overdraft Facility” or “Agent Facility” means a public utility or carrier or system credit facility linked to your agreed initiated transactions Agent failure/outage, interruption in the processing of the transaction, Account (you may refer clause 6 & 9 for details), it lets you or delays resulting from circumstance beyond our reasonable draw/transact e-money from that Float Account past your own control (include power failure and delays in communication available funds up to an agreed limit (Agent Overdraft Limit). with supplier point of sale, internet or other system include 2.4 “Agent accounts” shall means the Agent’s Float (i.e. used to your device failure). serve customers), Commission (which is used to hold Agent’s 2.15 “Hapa Cash Services” means the specific agent liquidity commission gain) and or M-Pesa (which used for exchange of services, products and/or electronic or E-money and cash between Agents/Agency and or Bank) applications developed by Kuunda. Account. 2.16 “Hapa Cash Platform” means the electronic platform, 2.5 “Bank” means FINCA MICROFINANCE BANK TANZANIA including but not limited to the facilities, equipment and incorporated in the Republic of Tanzania and with its principal software used by Kuunda to host the Hapa Cash rules and office having its registered office at TAN House, Plot No. 34/1 algorithms to conduct, maintain and/or deliver the Hapa Cash Victoria, Bagamoyo Road, Dar es Salaam, Tanzania, and Services or distribute and/or sell the Hapa Cash Services, which shall where the context allows include its successors in including the Hapa Cash Website, the Hapa Cash Mobile title and assigns Applications. 2.6 “BOT” means the Bank of Tanzania 2.17 “Interest” means a payment for the use of money and 2.7 “Customer or M-Pesa Customer” means any M-Pesa user includes a payment made or accrued under a “debt obligation who has registered to use M-Pesa Service. that is not a repayment of capital, any gain realised by way of 2.8 “Customer Care Centre” means a customer care Centre a discount, premium, swap payment or similar payment, designated for the Service in accordance with this Agreement. amounts treated as interest under section 32, amounts 2.9 “Event of Default” refers to any of the circumstances set out recognised as interest under section 71(6) (b)(ii) and interest in Clause 9 below. imposed under Division I of Part VIII. 2.10 “E-Value” or “E-Money” means the electronic money issued 2.18 “Interest Rate” shall means and in relation to interest rates by us and representing an entitlement to an equivalent amount charged to M-Pesa Agents/Agency for use of the facility. of cash monies held by the Trustee in respect of the purchase 2.18.1 The interest rate will be calculated at a 50% of of such electronic value; commission based on overdraft value per each 2.11 “Equipment” includes your handset, Vodacom transaction performed when utilizing the Overdraft enabled SIM Card and/or other equipment which when used facility to complete the transaction. together enables you to access the Network. Also means the true cost of funds for a borrower from a bank 2.12 “Event default” means You are in default in any of the or financial institution which may be higher, equal to or lower following situations; than the nominal interest rate depending on the method used 2.12.1 a situation whereby the Facility is due and unpaid for to calculate the amount of interest due or accrued. one (1) day or more,

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2.19 “Know Your Customer” also known as KYC refers to the 2.32 ”SIM Card” means the Agent identity module which when customer and Agent due diligence obligations imposed on M- used together with other Equipment enables an M-PESA Pesa Limited by relevant laws and as may be prescribed or Agent to use the M-PESA Service. recommended by the Government of the United Republic of 2.33 “USSD” means (Unstructured Supplementary Service Data) a Tanzania, Tanzania Communications Regulatory Authority Global System for Mobile (GSM) communication (TCRA) or Central Bank of Tanzania (BOT) from time to time that is used to send text between a mobile phone and an or any other Government authority. application program in the network. Applications may include 2.20 “Kuunda” means Kuunda Holdings Limited incorporated in prepaid or mobile chatting provided by Vodacom the Republic of Mauritius and with its principal office having its Tanzania. registered office at Unit 21, Circle Square Business Square, 2.34 “You” or “your” means the Agent and includes the Forbach, Mauritius, and which shall where the context allows Agents/Agency’ personal representatives and assigns. include its successors in title and assigns). Kuunda is a 2.35 "Website" means a group of connected pages on the World provider of Agent Liquidity management; namely: agent Wide Web containing information on a particular subject e.g. overdraft, agent cash advances and a marketplace for cash, https://www.vodacom.co.tz/. and the provider to the Bank of the Hapa Cash platform 2.36 “We,” “our,” and “us,” means M-Pesa Limited and (where 2.21 “Late Interest” means, in relation to interest rates charged to applicable) the Trustee; M-Pesa Agents/Agency by use of the facility for late payment. 2.37 Words importing the singular meaning where the context so 2.21.1 This late interest rate will be 0.1% of the total overdraft admits include the plural meaning and vice versa. due for each day the M-Pesa Agent Overdraft remains unpaid. The total overdraft due includes all principal, 3. ACCEPTANCE OF THE TERMS AND CONDITIONS interest rate (clause 2.18.1) and late interest amounts due monthly. 3.1 Before opting-in or registering for the Service, you should 2.22 “M-Pesa Agent Overdraft Service or Agent Overdraft carefully read and understand these Conditions of Use as they Service or the Service” means a mobile money service that govern the access, use and operation of the Service. These enables M-Pesa Agents/Agency to get instant overdraft Conditions of Use are available on facilities to complete transactions whenever they have https://www.vodacom.co.tz/ insufficient balance of E-Money in their Agent Float Account 3.2 If you do not agree with these Conditions of Use, please click and will later be repaid upon depositing or receiving money in “Decline/Cancel” on the Opt-in Function. their Agent Float Account (auto debt). 3.3 You will be deemed to have read, understood and accepted 2.23 "M-Pesa Agent Due Diligence" means personal and these Conditions of Use: Upon “Accepting” these Conditions business documentation supplied by you to us to confirm your Of Use on the Opt-in Function, this shall mean that you name and business name, current address, in order to meet confirm that you have read, understood and agreed to abide our and regulatory requirements. by these terms and conditions; and this shall imply the same 2.24 "M-Pesa Limited" means a Company whose head office is at by using or continuing to use and requesting for the Service. Vodacom Tower, 11th Floor, and Ursino Estate, Bagamoyo 3.4 By registering for the Service, you agree to comply with and Road, Dar Es Salaam, Tanzania, and any business or other be bound by these Conditions of Use as amended and revised person to whom any or all of our rights and or responsibilities from time to time and you affirm that these terms and under this Agreement may be transferred. conditions are without prejudice to any other rights that we 2.25 “M-Pesa Agent Overdraft Limit” or “Agent Overdraft Limit” may have in law or otherwise regarding your registration, means maximum overdraft facility that M-Pesa Agent can access and use of the Service. utilize at a specific point in time. 2.26 “M-PESA service” means the money transfer and payment 4. REGISTERING AND USING THE SERVICE service that is managed and operated exclusively by M-Pesa Limited in Tanzania and licensed by the Central Bank of 4.1 This service is available for M-Pesa Agents/Agency once opt Tanzania. in and by doing so it means that you confirm to accept 2.27 “M-PESA Agent Data” means an M-PESA User’s name and Conditions of Use. any of such Agent’s national identity card number, Voters card 4.2 We reserve the right to verify the authenticity and status of number, passport number, driving Licence number, TIN your Agent Accounts and transactions and we may either number, Business Licence, and or memorandum of decline or accept your application in our sole discretion with understand and or TRA business clearance certificate and or or without alerting you, though will (not our obligation) try to certificate of registrar and or Business Incorporation as do so. reflected in M-Pesa Limited Tanzania records from time to time 4.3 For the case we alerting you we will do through an SMS that or as required by Authority. to be sent to your Vodacom M-Pesa registered mobile phone 2.28 “M-PESA System” means the technical platform for the time number (MSISDN) associated with your Agent Account and being providing the M-PESA service. or Equipment. 2.29 "Network" means the Global System for Mobile 4.4 You may register for the Service for more than one MSISDN telecommunication (“GSM”) system operated by Vodacom provided that the Condition of Use will apply to each Agent Tanzania PLC and covering those areas within the United Account that may be registered in your name. Republic of Tanzania as stipulated from time to time by 4.5 You hereby agree and authorize us to share your personal Vodacom Tanzania; information held by us to the Bank in respect of provision of 2.30 “Permitted Transactions” means the transaction types that this Service. Such personal information includes but is not have been granted overdraft facility capability as from time to limited to your phone number, name, date of birth, ID type and time which includes but not limited to the following; ID number and such other information that will enable us to 2.30.1 Cash-in (i.e. Deposit) transactions identify you and comply with the regulatory “Know Your 2.30.2 Any other authorised transaction from time to time. Customer” requirements. 2.31 “MSISDN” Shall mean a Mobile Station International 4.6 You also hereby agree and authorize us to use information Subscriber Directory Number; this number used to identify a relating to your use of the M-PESA service, GSM Service for mobile phone number internationally. purposes of delivering the Services (“M-PESA Information”).

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4.7 We reserve the right to obtain further information from you at 8 any time. Failure to provide such information timely may result 9.1 Agent Facility shall be repaid in full a following day; Repayment in a reject of your application or request in intention to use the must include all applicable Interests, charges, fee and or Service. Principal. 4.8 In the moment you Accepting Terms and Conditions, you 9.2 In the event you have taking Overdraft facility your Agent authorise and issue exclusive liability to M-Pesa Limited and Account will be subjected to auto debit. This means M-Pesa its assigns of any kind while we set Overdraft Limit and any Limited shall automatically debit the amounts due on Agent interest associated with this service. Account subject to availability of funds. The repayment method 4.9 You may only utilize your Facility to complete a Permitted will be as follows Transactions via M-Pesa once you have insufficient balance. 9.2.1 First in repayment of all Applicable Interest. In some cases you will be required to finalize all pending 9.2.2 Secondly towards repayment of the Agent Facility. request to complete the facility overdraft requested. 9.3 After the expiry of the Facility Term, We reserve the sole 4.10 By using this service shall mean you have allowed us to send discretion to renew or extend the Facility Term. Subject to our you promotion/service notification and any updates through periodic review of your limit as set out in Clause 5, you your SMS and other available related product and service acknowledge that the renewal or extension will be under the

existing terms and conditions. You will be notified of each 5. OVERDRAFT LIMIT instance of renewal or extension of the Facility Term.

6.1 Once and when you opt in to the Service, you will receive a 10. CONSEQUENCES OF DEFAULT: confirmation message bearing your Agent Overdraft Limit. 9 6.2 In case you have not yet received your Overdraft Limit, you may access your limit from M-Pesa Menu. 10.1 At any time after an Event of Default has occurred, we have the right to: 6.3 In case you need to upgrade your limit, you must continue to transact on M-PESA thus enhance your credit score in order to 10.1.1 Terminate the Services with or without notify you or be eligible for an Overdraft Limit. in accordance with clause 14 below; 10.1.2 6.4 We may from time to time prescribe the minimum and Declare that the Agent Overdraft Facility (inclusive all maximum Facility you may be able to Request on the Service; interest/charges) and all other amounts outstanding such limits will be communicated to you through appropriate under these Condition Of Use is immediately due channel. and shall be payable, whereby you are required to settle the Facility with immediate effect; and 6.5 The Agent Overdraft Limit is subject to review from time to time and we reserve the right to vary your Agent Overdraft Limit with 10.1.3 You authorize us to submit such information (i.e. notice sent via SMS or any other means as shall be determined Event of Default) to Credit Reference Bureaus as from time to time though (it’s not our obligation) we shall try to when needed or in line with Banking and Financial notify you of any variation to the Agent Overdraft Limit when Institutions Act or any other regulatory body. deemed necessary. 10.1.4 Take reasonable measures including engaging an independent debt-collection agency, to recover the amount in default. 7. REQUESTING AN OVERDRAFT FACILITY

11. INTEREST 7.1 You acknowledge and agreed that the Overdraft facility will be 10 granted as a result of performing a permitted transaction and you have insufficient float account balance. 11.1 You are responsible for the payment of all applicable Interest for the use of the Service. 7.2 You shall be responsible to ensure the interest accumulated as a results of overdraft limit/facility is paid in advance. The 11.2 All Interest rates is deducted at source and are subject to Interest will include any applicable taxes, levies and excise change at any time at our sole discretion. duties, or other deduction as applicable under the law or as per 11.3 Interest payable under the facility will be deducted from any of these terms. your Agent Account. You hereby accept that we are entitled to 7.3 You are not qualified for any Overdraft Facility in case you have deduct from any of your Agent Account (without reference to any pending unpaid debt or on unattended on due Agent facility you) any Interest payable in respect of the Service; or default previous Agent facility unless authorised by M-Pesa 11.4 Except as may otherwise be notified, Interest is exclusive of Limited. Value Added Tax at the prevailing/principle rate. 7.4 M-Pesa Limited has the right to reject or accept the Overdraft 11.5 You hereby agree to pay costs, charges and expenses and review Overdraft limit, in reference to your daily M-Pesa incurred by us in obtaining or attempting to obtain payment of Activities Overdraft Limit might be either increased or any Facility owed under your Agent Account. decreased from time to time. 11.6 You may be prompted to complete Overdraft request from time to time when requesting for it. 8. CREDIT SCORING

7 12. TAXES 11 8.1 Credit Scoring and provision of the M-Pesa Agent Overdraft limit will base on score provided by Kuunda and the Bank. 12.1 All interest repayments are inclusive any taxes payable as 8.2 You’re Overdraft Limit and an Agent Overdraft Facility shall be required by the United Republic of Tanzania. obtained as a result of credit score. 12.2 You hereby irrevocably grant us permission to revise the 8.3 Kuunda and the Bank will perform algorithm that will determine Interest upon any changes to taxes applicable your credit score; based on various checks resulting from Vodacom service usage, M-Pesa Services (transactions) and 13. USE OF YOUR INFORMATION repayment history of your existing Agent Overdraft Limit. 12 13.1 You hereby expressly consent and authorize us to disclose 9. REPAYING THE FACILITY receive record or utilize your personal information or

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information or data relating to any of your Agent Account and 14.4 We may terminate our relationship with you and suspend your other Vodacom Services with respect to the Facilities granted access to the Service if you fail to repay the Facility in full under the Service and any details of your use of the Services: together with any outstanding Fees within the Facility Term, 13.1.1 To and from our service providers, dealers, which is thirty (30) days. Agents/Agencya, business partners’, or any other 14.5 Where you have any outstanding Facility for more than thirty company that may be or become our affiliate or (30) days, your right to use the Service and Overdraft limit will subsidiary or holding company for reasonable be suspended forthwith subject to awaiting repayment, review commercial purposes relating to the Services; limit,. 13.1.2 To a Credit Reference Bureau; 13.1.3 To independent debt-collection agencies; 15. CHANGES TO THESE TERMS AND CONDITIONS 13.1.4 To our lawyers, auditors or other professional 14 advisors or to any court or arbitration tribunal in 15.1 We may add to or change these Conditions of Use any time at connection with any legal or audit proceedings; our discretion. 13.1.5 For reasonable commercial purposes connected to 15.2 We may add new fees and charges or change existing fees your use of the Services, such as marketing and and charges with notice sent via SMS or any other means as research related activities; and shall be determined from time to time; as a direct result of new 13.1.6 In business practices including but not limited to legislation, statutory instrument, Government regulations or quality control, training and ensuring effective licenses, imposition or alteration of government tax or as a systems operation. result of any review of M-Pesa Limited’s business planning, changes within the industry, recommendations from regulatory bodies or for such other reason as it may in its sole discretion 13.2 You authorize us to disclose any information relating to your r determine. Agent Account to any local or international law enforcement or governmental agencies so as to assist in the prevention, 15.3 We will try to let you know in advance if we add to or change detection, investigation or prosecution of criminal activities or these Condition of Use. The amount and type of notice that we fraud or to any other institution or third party as required by the will give you will follow the necessary channel that apply and laws of any country and as we may deem necessary. available at that time. (For example, we may notify you by letter, electronic mail, telephone (including recorded message 13.3 You authorize us to disclose, respond, advise, exchange and or text SMS) or by an advertisement in gazette daily or weekly communicate the details or information pertaining to your newspaper or in our website or any other means). The changes Agent Account and or your Facility to third parties involved in will occur before or after we tell you about it, you are advised the administration of your any of your Agent Account and also to visit our website time to time to view the changes in Facilities, updating of databases, or provision of user support. case due unseen reasons you might not receive updates notification. 14. VARIATION, SUSPENSION AND TERMINATION 13 16. GENERAL 14.1 We may at any time, terminate or vary our business 15 relationship with you and suspend or discontinue your 16.1 These terms and conditions (as may be amended from time to registration and or access to the Service with notice sent via time) form a legally binding agreement binding on you and your SMS or any other means as shall be determined from time to personal representatives and successors. time: 16.2 We will not be liable for any delay or failure in performing any 14.1.1 If you use the Service or Facility for unauthorized of its obligations in respect of the use of the M-Pesa Overdraft purposes or where we detect any abuse/misuse, Service where such delay or failure occurs because of any 14.1.2 Breach of content, fraud or attempted fraud relating circumstances beyond our service’s reasonable control or by to your use of the Services; reasons of Force Majeure. 14.1.3 If your Agent Account or agreement with Vodacom 16.3 By accepting these terms and conditions, the Agent certifies or M-Pesa Limited is terminated for whatever reason; that they do not support or conduct, directly or indirectly, 14.1.4 If we are required or requested to comply with an violence or terrorist activities of any kind, and does not enter order or instruction of or a recommendation from the into this agreement with the intention to conceal or disguise the government, court, regulator or other competent origins of criminally derived proceeds (“Money-Laundering”) or authority to that effect or necessitating it; to use the amounts received for criminal or illegal purposes. 14.1.5 If we reasonably suspect or believe that you are in 16.4 You may not vary any of these Conditions of Use and you may breach of these Conditions of Use (including not transfer these terms to any other person or business. nonpayment of any amount due from you where 16.5 This Agreement shall be governed by and interpreted in applicable); accordance with Tanzania law. 14.1.6 Where your Agent Account becomes inactive or 16.6 All communications under this Agreement will be in either dormant or is deemed recycled. English or Swahili. 14.1.7 If we decide to suspend or cease provision of the 16.7 This condition Of Use does not replace any other Conditions of Services for commercial reasons or for any other Use and shall be read in conjunction with the existing M-Pesa reason as we may determine. Agency Agreement, M-Pesa Limited’s M-Pesa Consumer 14.2 You may cancel (i.e. opt out) registration for the Service at any Conditions of Use and Vodacom’s General Agent Terms and time through your Equipment; you may however not cancel Conditions. registration if you have an outstanding and unpaid Facility, Overdue Amount or unpaid Fees. 17. COMMUNICATION & COMPLAINTS 14.3 Termination shall not affect any accrued rights and liabilities of either party and, in particular, shall not affect your obligations 17.1 If you are not satisfied with any aspect of the service offered, to meet any liabilities incurred prior to such termination. please contact the Vodacom Customer Care Centre by calling 100. They will be pleased to help and explain the complaints procedure in more detail. We will try and resolve your

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complaint as soon as possible. Often however, the complaint complaint and we may respond to you how long it will take for will need to be investigated. If this is the case, we will respond your complaint to be resolved. If your complaint cannot be to you within 5 Business Days to acknowledge receipt of your resolved, you will be advised accordingly.

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