Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• Company: NEDALabs Ltd, a company incorporated in Tanzania, operating under Bank of Tanzania Fintech Regulatory Sandbox approval, providing the Services described in these Terms.
• Services: All products and services provided by NEDApay, including payment processing, stablecoin management, payment links, invoicing, fiat off-ramping, and merchant tools.
• User: Any individual or entity that accesses or uses the Services.
• Merchant: A User who uses our Services to accept payments, create invoices, or conduct business transactions.
• Transaction: Any action initiated through the Services involving the transfer or exchange of digital assets, stablecoins, or fiat currency.
• Wallet: A digital wallet used to store, send, and receive cryptocurrency and digital assets, including both embedded wallets provided through nTZS — a system owned and operated by NEDALabs Ltd — and external wallets.
• NIDA Number: The unique national identification number issued to an individual by the National Identification Authority of Tanzania.
• TIN: Taxpayer Identification Number issued by the Tanzania Revenue Authority.
• MLRO: Money Laundering Reporting Officer, the individual designated by the Company and registered with the Financial Intelligence Unit (FIU) of Tanzania to receive and act on internal suspicious activity reports.

2. Services Overview

NEDApay provides a digital payment platform built on blockchain technology, operating under a Bank of Tanzania Fintech Regulatory Sandbox approval. Our Services include:

• Payment Processing: Sending and receiving, payment links and transaction monitoring.
• Stablecoin Management: Real-time balance tracking, secure stablecoin transactions on Base Network, and integration with major stablecoins, including the nTZS Tanzanian shilling-backed stablecoin.
• On-ramping and Off-ramping: Direct Stablecoin to fiat conversion with multiple currency support and integrated payment processors.
• Merchant Tools: Business verification (KYB), payment link generation, invoice management, and analytics.
• Authentication Services: Secure email-based one-time-password (OTP) authentication, with embedded wallet provisioning through nTZS, a system owned and operated by NEDALabs Ltd.

3. User Requirements

To use the Services, you must meet the following criteria:

• Age Requirement: You must be at least 18 years old, or of legal age in your jurisdiction, to enter into a legally binding agreement.
• Legal Capacity: You must have the legal capacity and authority to enter into and be bound by these Terms.
• Compliance with Laws: You must comply with all applicable Tanzanian and international laws, regulations, and guidelines related to the use of the Services, including AMLA, PDPA, and applicable sanctions regimes.
• Account Accuracy: You agree to provide accurate, current, and complete information, and to update this information as necessary.
• Wallet Security: You are responsible for safeguarding your wallet credentials, including your email account and passwords.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms.

Permitted Uses

• Conducting legitimate business transactions and payments
• Creating and managing payment links and invoices for lawful purposes
• Converting stablecoins to fiat currency through our off-ramping services
• Using our merchant tools for legitimate business operations

Prohibited Uses

• Engaging in any fraudulent, unlawful, or harmful activities
• Money laundering, terrorist financing, proliferation financing, or other illegal financial activities under AMLA or related regulations
• Violating any applicable financial regulations, sanctions, or AML/CFT laws
• Transacting with, or on behalf of, any person or entity subject to applicable sanctions lists, including those maintained by the United Nations Security Council or relevant Tanzanian authorities
• Attempting to gain unauthorized access to our systems or other users' accounts
• Using the Services to process payments for illegal goods or services
• Manipulating or interfering with the proper functioning of the Services
• Creating multiple accounts to circumvent verification requirements, limits, or restrictions

5. Identity Verification (KYC/KYB)

As a participant in the Bank of Tanzania Fintech Regulatory Sandbox and in compliance with the Anti-Money Laundering Act, 2006, we require identity verification of all Users before they can transact on the Services.

5.1 Individual Verification (KYC)

Individual Users must provide the following before account activation:

• Full legal name
• Phone number
• Email address
• National Identification Number (NIDA number)
• A valid government-issued identity document, uploaded for verification, being one of: driver's license, voter's registration card, or passport

5.2 Business Verification (KYB)

Merchants and business Users must provide the following in addition to individual KYC for authorized representatives:

• Taxpayer Identification Number (TIN)
• A valid TIN certificate issued by the Tanzania Revenue Authority
• Business registration documents and ownership structure, as applicable

5.3 Ongoing Monitoring and Verification

We reserve the right to request additional or updated verification at any time to maintain compliance with applicable regulations, including where a User's transaction activity, profile, or risk classification changes.

5.4 Record Retention

KYC and KYB records, transaction records, and related supporting documentation are retained for a minimum of ten (10) years from the date of account closure or the date of the relevant transaction, whichever is later, in accordance with Bank of Tanzania Fintech Regulatory Sandbox requirements. Records may be retained longer where required by law, regulatory directive, or ongoing legal proceedings.

6. Payment Terms

• Transaction Fees: We may charge fees for certain Services, which will be clearly disclosed before you complete any transaction.
• Gas Fees: Blockchain transactions may incur network gas fees. For embedded wallet users, we provide gas abstraction where applicable.
• Exchange Rates: For fiat off-ramping services, exchange rates are determined at the time of transaction and may fluctuate based on market conditions.
• Payment Processing: All payments are processed on blockchain networks and are generally irreversible once confirmed.
• Refunds: Refunds are provided where a transaction is not processed successfully due to an error attributable to us. Refund requests should be submitted to support@nedapay.xyz.

7. Intellectual Property

Company IP

All intellectual property rights in the Services, including trademarks, logos, and content, are owned by NEDALabs Ltd. You are granted a limited, non-exclusive, non-transferable license to use the Services solely for personal or business purposes in accordance with these Terms.

User Submissions

By submitting any materials to the Services, including feedback, transaction data, or support requests, you grant the Company a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute those materials for purposes related to operating and improving the Services, subject to our obligations under the Personal Data Protection Act, 2022 regarding any personal data contained in those materials.

8. Privacy and Data Protection

Our collection, use, storage, and sharing of your personal data is governed by our Privacy Policy and by the Personal Data Protection Act, 2022 ("PDPA") of Tanzania. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy and this section.

• Data Protection Officer: We maintain a designated point of contact for data protection matters, reachable at support@nedapay.xyz.
• Your Rights: Subject to applicable law, you may have the right to access, correct, or request deletion of your personal data, and to lodge a complaint with the relevant data protection authority.
• Data Sharing: Personal data, including KYC/KYB information, may be shared with regulators (including the Bank of Tanzania and the Financial Intelligence Unit), and other parties as required by law or necessary to operate the Services.
• Security: We implement reasonable technical and organizational measures to protect your data but cannot guarantee absolute security. You acknowledge that data transmission over the internet carries inherent risks.

9. AML/CFT Compliance and Reporting

As a regulated participant in the Bank of Tanzania Fintech Regulatory Sandbox, NEDApay maintains an Anti-Money Laundering and Countering the Financing of Terrorism (AML/CFT) program in accordance with the Anti-Money Laundering Act, 2006 and its regulations.

• Monitoring: We monitor transactions for suspicious or unusual activity and may request additional information from you at any time.
• Reporting Obligations: Where required by law, we may file suspicious transaction reports (STRs) with the Financial Intelligence Unit of Tanzania. We are not permitted to notify you if such a report has been filed, and nothing in these Terms should be read as a waiver of that obligation.
• Account Restriction: We may restrict, suspend, delay, or terminate any transaction or account, without prior notice, where we reasonably suspect it is connected to money laundering, terrorist financing, sanctions violations, or other unlawful activity.
• Cooperation: You agree to cooperate with any information requests we make in connection with our AML/CFT obligations.

10. Security and User Responsibility

• Wallet Security: Keep your NEDApay account email and password confidential. Never share this information with anyone.
• Strong Security Practices: Use strong, unique passwords and enable two-factor authentication where available.
• Regular Monitoring: Frequently review your wallet and transaction history for unauthorized activity.
• Phishing Awareness: Be cautious of phishing attempts. We will never request your password or account credentials through unsolicited communications.
• Reporting: Immediately report any suspected unauthorized access or suspicious activity to support@nedapay.xyz.

11. Limitation of Liability

No Warranty

The Services are provided on an "as is" and "as available" basis. We make no warranties, express or implied, regarding the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, except as may be required by applicable Tanzanian consumer protection law.

Limitation of Damages

To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenues, data, or business opportunities
• Damages arising from your use or inability to use the Services
• Unauthorized access to your wallet or personal information, except where caused by our gross negligence or wilful misconduct
• Interruption or cessation of service transmission
• Blockchain network failures or delays
• Third-party service provider failures

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded under the Bank of Tanzania Financial Consumer Protection Regulations, 2019 or other applicable Tanzanian law.

12. Consumer Complaints Handling

In accordance with the Bank of Tanzania Financial Consumer Protection Regulations, 2019, we maintain a complaint handling process for Users.

• Users may submit complaints to support@nedapay.xyz
• We will acknowledge receipt of a complaint and provide a substantive response within the timelines prescribed by applicable BoT regulations.
• If a complaint is not resolved to your satisfaction, you may escalate it to the Bank of Tanzania through email address info@bot.go.tz or pursue the dispute resolution options described in Section 13.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the United Republic of Tanzania.

Before initiating any formal dispute resolution, we encourage you to contact us directly at support@nedapay.xyz to resolve any issues informally. Unresolved disputes will be referred to arbitration in Dar es Salaam, Tanzania, in accordance with the Arbitration Act, 2020, before a single arbitrator appointed by agreement of the parties or, failing agreement, by the Tanzania Institute of Arbitrators.

14. Modifications to Terms and Services

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such changes constitutes acceptance of the new Terms.

We may also modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, including as required by changes to our Bank of Tanzania sandbox status or other regulatory developments. We will not be liable for any modification, suspension, or discontinuation of the Services, except as required by applicable law.

15. Termination

You may terminate your use of the Services at any time by discontinuing access to our platform. We may terminate or suspend your access to the Services immediately, without prior notice, if you breach these Terms, engage in prohibited activities, or if required to do so by a regulator or law enforcement authority.

Upon termination, your right to use the Services will cease immediately. However, any transactions already initiated may continue to be processed according to blockchain network protocols, and your records will continue to be retained in accordance with Section 5.4.

16. Miscellaneous

• Entire Agreement: These Terms constitute the entire agreement between you and NEDApay regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights at any time, subject to applicable regulatory notification or approval requirements.
• Force Majeure: We will not be liable for any failure to perform due to circumstances beyond our reasonable control.

17. Contact Information

If you have any questions about these Terms or need support, please contact us:

• Email: support@nedapay.xyz
• Website: nedapay.xyz