Appiawave – Terms and Conditions

Effective Date: June 1, 2025

1. Introduction and Acceptance of Terms

Welcome to Appiawave! These Terms and Conditions (“Terms,” “Agreement”) govern your access to and use of the Appiawave payment gateway platform, website, APIs, and related services (collectively, the “Services”) provided by Finance 7 Seven (PTY) Ltd. trading as Appiawave, a company registered in South Africa with registration number 2022/478452/07, and registered address at 276 Johannes Ramokhoase Street, Pretoria. 0002 (“Appiawave,” “we,” “us,” “our”).

By registering for an Appiawave account, accessing our website, or using any of our Services, you, whether an individual or an entity (“Merchant,” “you,” “your”), agree to be bound by these Terms, our Privacy Policy, our Refund Policy, and any other policies or guidelines referenced herein or published on our website. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of a business or entity, you represent and warrant that you have the authority to bind that business to these Terms, and “you” and “your” will refer to that business.

2. Service Description

Appiawave provides a payment gateway service that enables Merchants to accept and process online payments from their customers (“Customers”) for goods or services. This includes processing card payments and potentially other payment methods, including the Appiawave Buy Now, Pay Later (“BNPL”) service, as may be offered from time to time.

Appiawave acts as a technical intermediary and facilitator of payments. We are not a bank or financial institution and do not provide banking services. Our services include, but are not limited to, payment processing, transaction reporting, merchant dashboard access, and integration tools. All payment processing and settlement services involving bank accounts and card networks are performed in partnership with our acquiring bank, Nedbank South Africa (“Acquiring Bank”), and other licensed financial institutions or payment service providers as may be necessary.

3. Merchant Account Registration and Eligibility

  • Eligibility: To use our Services, you must:
  • Be at least 18 years of age (if an individual) or be a duly organized and validly existing business entity.
  • Operate a business located in South Africa.
  • Have a valid South African bank account with our Acquiring Bank or another bank acceptable to us.
  • Not be engaged in any prohibited business activities as outlined in our Acceptable Use Policy (which may be provided separately or as part of these Terms).
  • Account Registration: You must provide accurate, current, and complete information during the registration process and keep your account information updated. This includes business details, contact information, banking information, and any other information we may require for Know Your Customer (KYC), Anti-Money Laundering (AML), and regulatory compliance purposes.
  • Account Security: You are responsible for maintaining the confidentiality and security of your account credentials (username, password, API keys, etc.). You are fully responsible for all activities that occur under your account. You agree to notify Appiawave immediately of any unauthorized use of your account or any other breach of security.
  • Verification and Approval: We reserve the right to verify the information you provide and to approve or reject your account registration at our sole discretion. We may require additional documentation or information at any time.

4. Merchant Obligations and Responsibilities

  • Compliance with Laws: You agree to comply with all applicable South African laws and regulations, including but not limited to consumer protection laws, data protection laws (such as POPIA), tax laws, and regulations related to your specific business activities.
  • Customer Service: You are solely responsible for all aspects of your business, including providing goods or services to your Customers, customer service, fulfillment, returns, refunds (in accordance with your own policies and our Refund Policy), and handling any Customer disputes or complaints.
  • Accurate Product/Service Information: You must provide accurate and complete descriptions of the goods or services you offer.
  • Transaction Processing: You agree to submit only legitimate transactions for goods or services actually provided to your Customers. You may not use the Services for any fraudulent, illegal, or prohibited activities.
  • Data Security: You are responsible for maintaining the security of any Customer data you collect, store, or transmit, in compliance with POPIA and applicable payment card industry standards (e.g., PCI DSS, if applicable to your integration method).
  • Refunds and Returns: You will establish and maintain a fair and transparent refund and return policy for your Customers and process refunds in accordance with that policy and our Refund Policy.
  • Chargebacks: You are responsible for all chargebacks incurred on your account. You agree to cooperate with Appiawave and our Acquiring Bank in investigating and resolving chargebacks. Excessive chargebacks may result in penalties, suspension, or termination of your account.
  • Prohibited Activities: You agree not to use the Services for any activities listed in our Acceptable Use Policy or for any purpose that is illegal, fraudulent, deceptive, or harmful to Appiawave, our partners, or our users.

5. Fees, Payments, and Payouts

  • Fees: You agree to pay the fees for the Services as set forth on our pricing page or as otherwise agreed upon in your Merchant Agreement. Fees may include transaction fees, monthly fees, chargeback fees, and other applicable charges. We reserve the right to change our fees with prior notice as outlined in this Agreement. All fees are quoted exclusive of VAT unless otherwise stated.
  • Payment of Fees: Fees will typically be deducted from the funds collected from your Customer transactions before settlement to your bank account. If funds are insufficient, or for other applicable fees, we may invoice you, and you agree to pay such invoices within the specified timeframe.
  • Payouts (Settlements): Funds collected from your Customer transactions, less our fees and any applicable reserves, chargebacks, or refunds, will be settled to your nominated South African bank account according to the payout schedule specified in your Merchant Agreement or on our platform. Payouts may be subject to delays for risk management, compliance checks, or if there are issues with your account or transactions.
  • Reserves: Appiawave reserves the right to establish a reserve fund from your payouts if we determine, in our reasonable discretion, that there is a high level of risk associated with your account (e.g., high chargeback rates, history of disputes, financial instability of your business). The terms of any reserve will be communicated to you.
  • Taxes: You are responsible for determining, collecting, reporting, and remitting all applicable taxes (including VAT) arising from your sales and use of our Services.

6. Data Protection and Privacy

  • Our Commitment: Appiawave is committed to protecting your personal information and the personal information of your Customers. Our collection, use, and disclosure of personal information are governed by our Privacy Policy, which is incorporated by reference into these Terms.
  • Your Obligations: You agree to comply with all applicable data protection laws, including POPIA, regarding any Customer data you access, collect, use, or share in connection with our Services. You must have a clear and conspicuous privacy policy accessible to your Customers.
  • Data Processing: You acknowledge and agree that Appiawave will process personal data (including Customer data) as a data processor (or operator, as defined by POPIA) on your behalf for the purpose of providing the Services. You, as the Merchant, are the responsible party (data controller) for such data.

7. Intellectual Property

  • Our Intellectual Property: All rights, title, and interest in and to the Services, including our website, platform, software, APIs, documentation, trademarks, logos, and all other intellectual property (collectively, “Appiawave IP”), are and will remain the exclusive property of Appiawave and its licensors. These Terms do not grant you any rights to use Appiawave IP except as expressly permitted herein for the purpose of using the Services.
  • Merchant Content: You grant Appiawave a non-exclusive, worldwide, royalty-free license to use your business name, logos, and trademarks (“Merchant Content”) to the extent necessary to provide the Services, such as displaying your name on a Customer’s bank statement or on our platform.
  • Feedback: If you provide us with any suggestions, comments, or other feedback relating to our Services (“Feedback”), you grant us the right to use such Feedback for any purpose without restriction or compensation to you.

8. Term and Termination

  • Term: This Agreement commences on the date you accept these Terms and continues until terminated by either party.
  • Termination by You: You may terminate this Agreement by closing your Appiawave account at any time, subject to the fulfillment of any outstanding obligations.
  • Termination by Us: We may suspend or terminate your access to the Services and this Agreement, with or without cause, at any time by providing you with notice. Reasons for termination may include, but are not limited to:
  • Breach of these Terms or any other Appiawave policy.
  • Fraudulent, illegal, or high-risk activity.
  • Excessive chargebacks or disputes.
  • Regulatory requirements or requests from our Acquiring Bank or card networks.
  • If your business becomes insolvent or subject to bankruptcy proceedings.
  • Effect of Termination: Upon termination:
  • Your right to access and use the Services will cease immediately.
  • We may hold any funds due to you for a period reasonably necessary to cover potential chargebacks, refunds, or other liabilities (typically 90-180 days, but may be longer if required).
  • You remain liable for all fees, chargebacks, refunds, and other obligations incurred up to the date of termination.
  • Provisions of these Terms that by their nature should survive termination will survive (including, without limitation, provisions regarding intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and governing law).

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

APPIASMARTPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL APPIASMARTPAY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (INCLUDING NEDBANK AS OUR ACQUIRING BANK) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF APPIASMARTPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO:

(I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES;

(II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICES;

(III) ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES;

(IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR

(V) ANY OTHER MATTER RELATING TO THE SERVICES.

IN NO EVENT SHALL APPIASMARTPAY’S (AND ITS AFFILIATES’, INCLUDING NEDBANK’S) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO APPIASMARTPAY FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless Appiawave, its affiliates, our Acquiring Bank (Nedbank), and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from:

(i) your use of and access to the Services;

(ii) your violation of any term of this Agreement;

(iii) your violation of any third-party right, including without limitation any intellectual property, privacy, or data protection right;

(iv) your violation of any applicable law, rule, or regulation;

(v) any claim or damages that arise as a result of any of your Merchant Content or any content that is submitted via your account; or

(vi) any other party’s access and use of the Services with your unique username, password, or other appropriate security code.

12. Appiawave BNPL (Buy Now, Pay Later) Service Specifics

If you, as a Merchant, offer or your Customers use the Appiawave BNPL service, the following additional terms apply:

  • Merchant Obligations: You agree to clearly display Appiawave BNPL as a payment option and comply with any specific marketing guidelines or requirements provided by us for the BNPL service.
  • Customer Agreement: Customers using the BNPL service will be subject to a separate BNPL agreement with Appiawave (or a designated Appiawave entity/partner) governing the terms of their installment payments.
  • Settlement: For transactions paid via Appiawave BNPL, you (the Merchant) will typically receive the full purchase price (less applicable Merchant fees for the BNPL transaction) from Appiawave upfront, as per the standard settlement process. Appiawave assumes the responsibility for collecting installments from the Customer.
  • Refunds for BNPL: Refunds for BNPL transactions must be processed according to our Refund Policy. When a refund is processed, it will be applied to the Customer’s outstanding BNPL plan.
  • Risk: Appiawave (or its designated BNPL entity/partner) assumes the credit risk for Customer defaults on BNPL installments, provided the Merchant has complied with all terms and has not engaged in fraudulent activity.

13. Governing Law and Dispute Resolution

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of South Africa.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in South Africa in accordance with the Rules of the Arbitration Foundation of Southern Africa (AFSA), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be [Johannesburg/Cape Town – choose one or make it flexible]. The language to be used in the arbitral proceedings shall be English.

Notwithstanding the foregoing, Appiawave may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Appiawave: (i) via email (to the address that you provide during registration); or (ii) by posting to our website or through the merchant dashboard. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

15. Amendments to Terms

Appiawave reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

16. General Provisions

  • Entire Agreement: These Terms, together with our Privacy Policy, Refund Policy, and any other legal notices or policies published by Appiawave on the website or platform, shall constitute the entire agreement between you and Appiawave concerning the Services.
  • Severability: If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
  • No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Appiawave’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
  • Assignment: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Appiawave without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
  • Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) to the extent said failures or delays are proximately caused by conditions beyond that party’s reasonable control, including but not limited to acts of God, government restrictions, wars, insurrections, or other events of force majeure.
  • Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, or employment relationship between the parties.

17. Contact Information

If you have any questions about these Terms, please contact us at:

Appiawave

276 Johannes Ramokhoase Street, Pretoria. 0002

Email: customercare@appiawave.co.za

Website: appiawave.com