1. Modifications

1.1. We reserve the right to amend or modify this Terms of Use at any time. When we make any such modification, we will notify by posting the revised Terms of Use on our Platform. You should check this Terms of Use on the Website periodically for changes. All changes shall be effective upon posting, and we will also revise the Last updated date stated above to reflect the changes made.

2. Nature of Platform

2.1 We are a technology company in the business of providing aggregation and business management solutions to SMBs. We provide non-bank entities with Application Programming Interfaces (“API”) and Hosted Pages to connect them to licensed PSPs and enable the provision of financial services through the API or hosted page. Our API and hosted page is integrated with strategic partners to facilitate the provision of the Services envisaged under our relationship.

2.2 Collections: We provide you with collection, settlement and reconciliation services through partnerships with various financial service providers. Through our APIs and Hosted Page, we enable you to collect payments due to you via account-based transfers and payout in accordance with this Terms of Use. We provide a dashboard through which you can monitor payments and the settlement schedule.

2.3 API Licence: To enable you to use our Platform, we are granting you a non-exclusive licence to use our API, developer toolkit, and other related software in the manner which we have prescribed in our documentation toolkit, our agreements and this Terms of Use. This licence is not transferable and is covered by our mutually agreed price.

2.4 Electronic service disclaimer: Please note that our services and Platform are provided on an “as is” and “as available” basis. While we will exert our best efforts in providing a seamless service to you, we do not warrant that our Services and Platform will be uninterrupted or error-free. We may experience occasional delays or interruptions which are outside of our control and Wiza will not be liable for any loss you or your customers incur by reason of such delays or interruptions. While we will do our best to ensure that our Platform is safe and secure from viruses and intrusions, we can not guarantee that there won’t be attacks, especially with the range of bad actors in the modern digital financial ecosystem.

2.4 Routine Maintenance: At certain times during the provision of our services to you, we may need to conduct routine maintenance. We will notify you ahead of time of such maintenance in the ordinary course of business. Where circumstances do not permit whether by reason of urgency, compliance or business disruptions, you agree that we may conduct such maintenance. You further agree that we will not be held liable for any loss or damage that may arise out of such maintenance efforts.

3. Onboarding and implementation support

To access our Platform, we will require you to provide certain registration details or other information which may include but is not limited to your name, bank account or PSP account details, information about the location of your business, etc. You represent and warrant that all the information you provide will be correct, current, and complete.If we believe that the information you provide is not current, incorrect, incomplete or misleading, we have the right to refuse you access to the Platform and to terminate or suspend your access at any time. You may also be required to update your information from time to time to help us capture accurate data through an account upgrade feature which will be via our Platform. Wiza acknowledges your right to make requests on the Services provided. However, the request must be written in Portuguese or English and sent through the appropriate channels. However, Wiza is not obligated to comply with your requests and instructions when they exceed the scope of the Services provided by Wiza or when it contravenes Angola law (or any other juridistions we are registered in). Wiza reserves the right to charge additional fees for the requests you make under this heading.

4. Acceptable use policy

Our onboarding process and continued use of our Platform is subject to your compliance with our acceptable use requirements. You agree not to use our Platform or Services for any of the following;

4.1 The benefit of a country, organisation, entity, or person sanctioned, embargoed, or blocked by any government, including those on applicable national and international sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), Financial Actions Task Force (FATF), etc.

4.2 Collections Facilitation of illegal transactions or doing by yourself or permitting others to do any of the following activities that;

4.2.1 Circumvent any of the technical limitations of the Services or enable functionality that is disabled or prohibited via Wiza’s API and Hosted Page;

4.2.2 Reverse engineer or attempt to reverse engineer the Services except as expressly permitted under Applicable Law;

4.2.3 Access or attempt to access non-public systems, programs, data, or Services owned and managed by Wiza;

4.2.4 Copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, documentation, or Wiza’s website except as expressly permitted by the laws relevant to the substance of this Agreement ("Applicable Laws");

4.2.5 Perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect the use of the Services by Wiza’s other Users;

4.2.6 Maliciously impose an unreasonable or disproportionately large load on our Platform.

4.3 Wiza currently operates in Angola and RDC. However, our Agreements and Terms of Use are governed by Angolan laws. You admit knowledge of this and agree to bear any liability for use outside of Angola.

5. Privacy policy

When you use our Services on your computer or mobile device (“Device”), we may collect information from your Device such as the model, operating system and version, browser type, unique identification number, presence of browser add-ons, the locations from where you access our services and your stored contacts;

5.1 Your Privacy: We have a privacy policy that sets out details of what data we collect, how we collect it and how we use it. Our privacy policy is fully incorporated into our Agreement with you and this Terms of Use. We reserve the right to update the privacy policy at any time at our discretion, and any changes made to our privacy policy are effective when the updates are live on our Platform.

5.2 Your customer's privacy: Just as we owe you the obligation to respect your rights relating to your data, you also bear such responsibility to your customers. We expect you to comply with the standard privacy and data protection obligations under all applicable laws. You agree that we will not be responsible and indemnify us for any loss, damage or breaches arising from your negligence or failure to comply with data protection laws.

6. Account management and platform maintenance

At some point during the course of our business relationship, we may need to maintain the Platform so we can continue to provide optimum service to you. You acknowledge our rights to provide routine maintenance checks for our services under this Terms of Use.

7. Our general responsibilities to you

7.1 We will endeavour to provide you with the necessary technical support when integrating you with our API or Hosted Page, so that you may utilise our services.

7.2 Whenever we deem it necessary, we will provide you with technical support when such is necessary for you to utilise our services. We will also maintain a communication channel through which you may make inquiries or send complaints.

7.3 There may be instances where we need to upgrade our software to improve our service delivery or to comply with a decree, law or lawful order. When this happens we will provide you with a notice before implementing the modification, and will endeavour to ensure that such change does not materially impair the effectiveness of our service.

8. Your general responsibilities to us

8.1 We require you to notify us on your potential engagements to a third party other than your Customers where it is in direct or indirect relation to this Terms of Use or our Agreement with you. For any such contract or engagement to be valid, you must first obtain our written consent.

8.2 You agree to secure all notices and comply with all Applicable Laws, ordinances, rules, and regulations of any governmental entity in relation to your services and your use of our Platform. Your use of our services is further subject to our compliance policy which will be shared before go live.

8.3 We expect you to implement risk management and security controls which are by standard industry practice suitable to the nature of your business activity. Further to this, we require you to notify us where you find or suspect that there has been any breach, error or misappropriation on your systems.

8.4 You are required to pay us for our services and your use of the Platform in accordance with our mutually agreed terms. Aside from the charge for the services, you agree to bear the cost for expenses reasonably incurred by Wiza in the course of the provision of its services including but not limited to payments processing fees charged by the payments service provider, dispute resolution fees, etc. which shall be chargeable and sent via invoice at the end of each month when applicable.

8.5 We may request that you provide us with further legal documents in relation to your business, depending on our assessment of the risks of your business. If you are unwilling or unable to comply with this requirement, you agree that we may terminate this Terms of Use and the business relationship on this basis.

9. Confidentiality

Any information we receive from you or which you provide us with, and which by their nature ought to be confidential or which is communicated to be confidential are to be treated with utmost confidentiality. This implies that Wiza and you will not communicate them to third parties without the written consent of the party who had disclosed such information. However, neither you nor Wiza will have a responsibility for confidentiality when the information is publicly available or there is a legal obligation for disclosure. The termination of this Terms of Use does not absolve you or Wiza from this obligation, which will continue until the information is publicly known through no fault of the party who received it.

10. Payment terms

If you are subscribed to our services using EMIS GPO and Payment by Reference, these are some additional terms and conditions that will apply to our relationship;

10.1 Wiza provides a payments service using integration with EMIS where you are able to facilitate payment initiation or direct debits from your customers’ accounts and also enable your customers to effect peer-to-peer payments from their digital accounts to any other PSPS account in Angola.

10.2 Where a payment request or order is initiated by you, Wiza shall execute the request and effect such payment based on your instructions and terminate the payment instruction as stipulated by Applicable Laws. You agree and accept to be liable for any errors or inaccurate data provided to Wiza for the initiation of any payment instruction.

10.3 Extenuating circumstances under this Agreement include where Wiza has a reasonable cause to believe that the transaction may be fraudulent or involves other criminal activities, or where there is an ongoing investigation by Wiza, Wiza’s partner, or any authorised regulatory or law enforcement agency on such transaction. We may reject any transaction, such as a payout or collection made to or from your account, if we believe that it is in breach of this Terms of Use or of any applicable legislation, rules or regulation.

11. Aggregated Payment Services

When you subscribe for our aggregated payments services, we will grant you a licence to access our API. we do not offer digital wallet or banking services to you or your customers rather our API will enable you to provide payment enabling products to your customers. To be able to do this, we have obtained the relevant licences as well as permits and have also partnered with licensed financial institutions. However, it is your responsibility to obtain the licences and permits necessary for you to utilise our API in providing collection or settlement products to your customers. We have a range of payment services and business management services that you can access through our API after you subscribe to such a service. A list of our products is attached to this Terms of Use.

12. Ownership of customers

8.3 To help us protect your data, we encourage you to also maintain effective security measures that correspond to the nature of your business, and to utilise strong passwords for your W Account. If you have reasons to believe that your interactions with us is no longer secure, please contact us immediately;

13. Our intellectual property terms

We own or are licensed all intellectual property rights, which includes but is not limited to rights in trademarks, patents, designs, copyrights, trade secrets and trade names of all websites, source codes, databases, API, hosted pages, functionality, or other software, which we grant you access to when you use our services. Your access to such intellectual property rights confers on you only a revocable licence which cannot be transferred and you do not by the licence have a right to any ownership claim. We also expect that you understand that for the purpose of publicity we may make use of your logo, name or insignia on our platform. Our use of your intellectual property rights in this regard is only a licence and we make no ownership claim.

14. Warranties

You warrant to Wiza that:

14.1 You are a validly existing company and you have the power to assent to this Terms of Use;

14.2 You will comply with these Terms and all applicable laws;

14.3 You will not modify, copy or tamper with our software or transfer the licence we granted to you, to access it or the intellectual property rights vested in it;

14.4 You will ensure the truthfulness and accuracy of the information you provide to us;

14.5 You have obtained all the licences and permits necessary for you to use our service;

14.6 You will make connections to all systems as we may require from you and comply with all standards we set for the security of our hardware and software;

14.7. Your use of our services does not contradict any agreement you have with third parties or violate the rights of a third party.

15. Disclaimer

We don't get to choose what PSPs, processors, and our other financial partners accept. Sometimes issues do arise - in the unlikely event that it does please let us know and we'll do our best to fix it. This notwithstanding, Wiza provides the service as is and shall not be responsible for any indirect, incidental, special, consequential, or exemplary damages or remote losses suffered by you as a result of your use of Wiza Services. Wiza Services are powered by licensed financial institutions and other partners who shall not be held liable to you, your customers, or any other third party for the misuse of the product or services or other liabilities arising from your negligence or wilful misconduct.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THIS PLATFORM WILL MEET YOUR REQUIREMENTS, THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON THIS PLATFORM WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THIS PLATFORM WILL BE CORRECTED, THAT THIS PLATFORM AND ANY CONTENT OR INFORMATION FOUND ON THIS PLATFORM WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT OR OTHER MATERIALS OBTAINED THROUGH THIS PLATFORM WILL MEET YOUR EXPECTATIONS.

16. Limitation of liability and indemnity

You agree that under no circumstances will we be liable to you or any third party for any loss, remote or direct, that may be incurred by reason of your use of our Services or accessing our Platforms, or infiltration of Wiza’s security systems, as long as we comply, prior to such infiltration, with industry standards of security controls under Angola laws. You also may not bring any action against us after the expiration of 2 years from the date the cause of action arose.You agree to indemnify us fully for any loss or damage we may sustain when you fail to perform your obligations under this Terms of Use, or when you act contrary to any of the representations or warranties you made to us, or in any event misuse a licence we have granted to you, or when you fail to comply with an applicable law. Whenever your indemnification responsibility is triggered, it will also include interests that may be added to the amount payable.

UNDER NO CIRCUMSTANCES SHALL WIZA BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE WIZA’S SERVICES. IF YOU ARE DISSATISFIED WITH WIZA’S SERVICE, OR WITH THIS TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICES AND PLATFORM. YOU ALSO INDEMNIFY WIZA FOR ANY LOSS OR LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR OWN NEGLIGENCE OR OMISSION TO ACT WHERE REASONABLY REQUIRED IN FURTHERANCE OF THIS TERMS OF USE OR ANY OTHER AGREEMENT BETWEEN YOU AND WIZA.

17. Other things to be aware of

17.1 Compliance: Wiza does not offer compliance service. However, due to the nature of our services we partner with PSPs to ensure all our clients are complainant in relation to the requirements set out on their licences. Except as covered under the relevant provisions of this Terms of Use, Wiza does not guarantee compliance with other applicable laws not otherwise covered under this term.

17.2 Payment of fees: ‍You are eligible to use our services and Platform as long as you pay the monthly transaction fees we set against the service. The applicable fee for each service we provide is available on our agreement with you and we have the right to revise them from time to time. Our fees are exclusive of all taxes that may be prescribed by regulatory authorities and with respect to your business and the service you provide to your customers you are solely responsible for tax collection and remittance.

17.3 Nature of our relationship: Ours is a business relationship governed by the laws of the Republic of Angola, the United Kingdom and any other country in which we provide services . We may not by virtue of this Terms of Use or our Service Agreement with you be deemed to be a partnership. We are providing a service to you and that’s how we mutually agree that our relationship be construed.

17.4 Taxes: Under no circumstances will we be responsible for your tax obligations in relation to this Terms of Use, our agreement with you or our general business relationship with you. You are also solely responsible for collection and remittance of taxes for the services you provide to your customers. We advise that you prudently maintain all records of payments made and collected with respect to these taxes.

17.5 Force majeure: We will not be liable for any breach or delay in the performance of our obligations under this agreement if such breach or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, wars (incl. cyberwar), civil or military disturbances, acts of terrorism, sabotage, strikes, riots, epidemic, pandemic or acts of God or any cause beyond the reasonable control of Intergiro (we will refer to such circumstances as a “force majeure event”). Should a force majeure event occur we will provide you with notice thereof and we will be excused from performance of the obligations being affected for as long as such force majeure event prevails.

17.6 Waiver: In the event that we do not exercise any of our rights under this Terms of Use, you understand and agree that it is not an indication that we have waived such rights. We may elect to exercise those rights in the future at a time of our choosing.

17.7 Assignment and amendments: You cannot assign the rights we give to you under this Terms of Use without a written notice from us, and we will act with reason in the determination of whether to grant or withdraw our consent. You do not also have the right to amend any of the provisions of this Terms of Use unless you and Wiza mutually agree to those terms and execute a written addendum.

17.8 Termination: You will be deemed to have terminated your assent to this Terms of Use when you cease to use our service or when you send us a notice to that effect. We may revoke your access to our service and by effect terminate the agreement created by this Terms of Use when we have good grounds to believe that you have acted contrary to this Terms of Use or when we have a legal obligation to do so. When we exercise the right of termination we will send you a notice stating why we have done so or why we intend to do so.
What happens after a termination does not immediately relieve you of obligations incurred by you under this Terms of Use and our business relationship. Upon termination, you agree to complete all pending transactions, stop accepting new transactions, and immediately remove all Wiza logos from your website. Your continued or renewed use of our services after all pending transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will still charge you for the transactional fees incurred during that month.

17.9 Disputes: Where you or Wiza have any dispute on the nature of our agreements, relationship or this Terms of Use, you and Wiza will try to resolve the dispute amicably by negotiation in good faith. Where this dispute is not resolved by amicable negotiation in 15 days, any one of you or Wiza may refer the dispute to a mutually appointed Arbitrator in Angola. The arbitration shall be conducted in Portuguese and in accordance with the arbitration and conciliation act in force in Angola.

17.10 Disclosures, notices and electronic communication: You agree that Wiza can provide notices regarding our services to you through our Platform particularly through your dashboard, or by mailing notices to the email or physical addresses identified in your Wiza account. Notices may include notifications about your account, changes to our services, or other information we are required to provide to you. You also agree that electronic delivery of a notice has the same legal effect as if we provided you with a physical copy. We will consider a notice to have been received by you within 24 hours of the time a notice is either posted to our website, Platform or emailed to you.If you are having problems viewing or accessing any of our notices, please contact us and we can find another means of delivery.